Ipo RHP Prince PDF

RED HERRING PROSPECTUS
Dated: December 11, 2019

Please read Section 32 of the Companies Act, 2013
Book Built Offer
PRINCE PIPES AND FITTINGS LIMITED

Our Company was incorporated as ‘Prince Pipes and Fittings Private Limited’ on November 13, 1987 at Mumbai, Maharashtra as a private limited company under the Companies Act, 1956. Thereafter,
pursuant to Section 43A(1A) of the Companies Act, 1956, our Company became a deemed public limited company with effect from July 1, 1998. Further, pursuant to Section 43A (2A) of the Companies
Act, 1956, our Company converted back into a private company on May 18, 2001. Subsequently, upon conversion into a public limited company pursuant to a special resolution of our Shareholders
dated August 7, 2017, the name of our Company was changed to ‘Prince Pipes and Fittings Limited’, and a fresh certificate of incorporation was issued by the Registrar of Companies, Goa, Daman and
Diu (“RoC”) on August 11, 2017. For further details in relation to changes in the name and registered office of our Company, see the section titled “History and Certain Corporate Matters” on page 174.
Registered Office: Plot No.1, Honda Industrial Estate, Phase II, Honda Sattari, Honda, Goa 403 530, India
Corporate Office: 8th Floor, The Ruby, Senapati Bapat Marg (Tulsi Pipe Road), Dadar West, Mumbai 400 028, Maharashtra, India
Contact Person: Pravin Jogani, Company Secretary and Compliance Officer; Telephone: +91 22 66022222; Facsimile: +91 22 66022220
E-mail: [email protected]; Website: www.princepipes.com; Corporate Identity Number: U26932GA1987PLC006287
PROMOTERS OF OUR COMPANY: JAYANT SHAMJI CHHEDA, TARLA JAYANT CHHEDA, PARAG JAYANT CHHEDA, VIPUL JAYANT CHHEDA AND HEENA PARAG CHHEDA
INITIAL PUBLIC OFFERING OF UP TO [●] EQUITY SHARES OF FACE VALUE OF ` 10 EACH OF PRINCE PIPES AND FITTINGS LIMITED (OUR “COMPANY” OR THE “ISSUER” AND SUCH EQUITY SHARES, THE “EQUITY
SHARES”) FOR CASH AT A PRICE OF ` [●] PER EQUITY SHARE INCLUDING A SHARE PREMIUM OF ` [●] PER EQUITY SHARE (THE “OFFER PRICE”), AGGREGATING UP TO ` 5,000 MILLION* (THE “OFFER”),
COMPRISING A FRESH ISSUE OF UP TO [●] EQUITY SHARES BY OUR COMPANY AGGREGATING UP TO ` 2,500 MILLION* (THE “FRESH ISSUE”) AND AN OFFER FOR SALE OF UP TO [●] EQUITY SHARES AGGREGATING
UP TO ` 2,500 MILLION, INCLUDING UP TO [●] EQUITY SHARES AGGREGATING UP TO ` 200 MILLION BY JAYANT SHAMJI CHHEDA, UP TO [●] EQUITY SHARES AGGREGATING UP TO ` 1,400 MILLION BY TARLA
JAYANT CHHEDA, UP TO [●] EQUITY SHARES AGGREGATING UP TO ` 500 MILLION BY PARAG JAYANT CHHEDA AND UP TO [●] EQUITY SHARES AGGREGATING UP TO ` 400 MILLION BY VIPUL JAYANT CHHEDA
(TOGETHER, THE “PROMOTER SELLING SHAREHOLDERS” AND SUCH OFFERS THE “OFFER FOR SALE”). THE OFFER CONSTITUTES [●] % OF THE POST-OFFER PAID-UP EQUITY SHARE CAPITAL OF OUR COMPANY.
THE FACE VALUE OF THE EQUITY SHARES IS ` 10 EACH. THE OFFER PRICE IS [●] TIMES THE FACE VALUE OF THE EQUITY SHARES. THE PRICE BAND AND THE MINIMUM BID LOT SIZE WILL BE DECIDED
BY OUR COMPANY AND THE PROMOTER SELLING SHAREHOLDERS IN CONSULTATION WITH THE BRLMS AND WILL BE ADVERTISED IN ALL EDITIONS OF THE ENGLISH NATIONAL NEWSPAPER, FINANCIAL
EXPRESS, ALL EDITIONS OF THE HINDI NATIONAL NEWSPAPER, JANSATTA, AND THE PANAJI EDITION OF THE REGIONAL LANGUAGE NEWSPAPER GOA DOOT, EACH WITH WIDE CIRCULATION, AT LEAST TWO
WORKING DAYS PRIOR TO THE BID/ OFFER OPENING DATE AND SHALL BE MADE AVAILABLE TO BSE LIMITED (“BSE”) AND NATIONAL STOCK EXCHANGE OF INDIA LIMITED (“NSE”, AND TOGETHER WITH BSE,
THE “STOCK EXCHANGES”) FOR THE PURPOSE OF UPLOADING ON THEIR RESPECTIVE WEBSITES.
*
OUR COMPANY HAS, IN CONSULTATION WITH THE BOOK RUNNING LEAD MANAGERS (“BRLMS”), UNDERTAKEN A PRIVATE PLACEMENT OF 596,500 COMPULSORILY CONVERTIBLE PREFERENCE SHARES, WHICH
HAVE BEEN CONVERTED INTO 5,965,000 EQUITY SHARES FOR CASH CONSIDERATION AGGREGATING TO ` 1,061.77 MILLION (“PRE-IPO PLACEMENT”). THE SIZE OF THE FRESH ISSUE OF UP TO ` 3,561.77 MILLION HAS
BEEN REDUCED BY ` 1,061.77 MILLION PURSUANT TO THE PRE-IPO PLACEMENT AND ACCORDINGLY THE FRESH ISSUE IS UP TO ` 2,500.00 MILLION.
In case of any revision in the Price Band, the Bid/ Offer Period shall be extended for at least three additional Working Days after such revision of the Price Band, subject to the Bid/ Offer Period not exceeding 10 Working Days. Any revision in the Price
Band, and the revised Bid/ Offer Period, if applicable, shall be widely disseminated by notification to the Stock Exchanges by issuing a public notice and also by indicating the change on the respective websites of the BRLMs and at the terminals of the
Syndicate Members, and by intimation to Self Certified Syndicate Banks (“SCSBs”), the Registered Brokers, Registrar and Share Transfer Agents (“RTAs”) and Collecting Depository Participants (“CDPs”).
The Offer is being made in terms of Rule 19(2)(b)(ii) of the Securities Contracts (Regulation) Rules, 1957, as amended (“SCRR”), read with Regulation 41 of the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements)
Regulations, 2009, as amended (“SEBI ICDR Regulations”), wherein a minimum Offer size of at least such percentage of Equity Shares equivalent to a value of ` 4,000 million (calculated at the Offer Price) will be offered to the public. The Offer is being
made through the Book Building Process in accordance with Regulation 26(1) of the SEBI ICDR Regulations, wherein 50% of the Offer shall be available for allocation to Qualified Institutional Buyers (“QIB Portion”). Provided that, our Company and
the Promoter Selling Shareholders may, in consultation with the BRLMs, allocate up to 60% of the QIB Portion to Anchor Investors on a discretionary basis (“Anchor Investor Portion’’), out of which at least one-third will be reserved for domestic Mutual
Funds, subject to valid Bids being received from domestic Mutual Funds at or above the Anchor Investor Allocation Price, in accordance with the SEBI ICDR Regulations. Such number of Equity Shares representing 5% of the Net QIB Portion (other
than Anchor Investor Portion) shall be available for allocation on a proportionate basis to Mutual Funds only. The remainder of the Net QIB Portion shall be 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 Offer Price. Further, not less than 15% of the Offer shall be available for allocation on a proportionate basis to Non Institutional Bidders and not less than 35% of the Offer 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 Offer Price such that, subject to availability of Equity Shares, each Retail Individual
Bidder shall be Allotted not less than the minimum Bid Lot, and the remaining Equity Shares, if available, shall be allotted to all Retail Individual Bidders on a proportionate basis. All potential Bidders, other than Anchor Investors, shall participate in the
Offer mandatorily through the Applications Supported by Blocked Amount (“ASBA”) process (including UPI ID in case of Retail Individual Bidders, if applicable) by providing the details of their respective bank accounts in which the corresponding Bid
Amount will be blocked by the SCSBs (defined below). Anchor Investors are not permitted to participate in the Offer through the ASBA process. For details, see the section titled “Offer Procedure” on page 380.
RISKS IN RELATION TO FIRST OFFER
This being the first public issue of our Company, there has been no formal market for the Equity Shares. The face value of the Equity Shares is ` 10 each and the Floor Price is [●] times the face value and the Cap Price is [●] times the face value of the Equity
Shares. The Offer Price, as determined by our Company and Promoter Selling Shareholders, in consultation with the BRLMs in accordance with the SEBI ICDR Regulations and as stated in the section titled “Basis for Offer Price” on page 109 should not be taken
to be indicative of the market price of the Equity Shares after such Equity Shares are listed. No assurance can be given regarding an active and/or sustained trading in the Equity Shares nor regarding the price at which the Equity Shares will be traded after listing.
GENERAL RISKS
Investments in equity and equity-related securities involve a degree of risk and investors should not invest any funds in the Offer unless they can afford to take the risk of losing their entire investment. Investors are advised to read the risk factors carefully
before taking an investment decision in the Offer. For taking an investment decision, investors must rely on their own examination of our Company and the Offer, including the risks involved. The Equity Shares 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 titled “Risk Factors” on page 17.
COMPANY’S AND PROMOTER SELLING SHAREHOLDERS’ ABSOLUTE RESPONSIBILITY
Our 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 Offer, which is material in the context of the Offer, 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. The Promoter Selling Shareholders severally, and not jointly, accept responsibility for and
confirm only the statements specifically made by the respective Promoter Selling Shareholders in this Red Herring Prospectus to the extent of information specifically pertaining to them and their respective portion of the Offered Shares (defined below).
LISTING
The Equity Shares offered through this Red Herring Prospectus are proposed to be listed on BSE and NSE. Our Company has received in-principle approvals from BSE and NSE for listing of the Equity Shares pursuant to their letters dated November 14,
2018 and November 16, 2018, respectively. For the purposes of the Offer, BSE Limited shall be the Designated Stock Exchange. A signed copy of this Red Herring Prospectus and the Prospectus shall be filed with the RoC in accordance with Section 26(4)
of the Companies Act, 2013. For details of the material contracts and documents which shall be available for inspection from the date of filing of this Red Herring Prospectus with the RoC, until the Bid/ Offer Closing Date, see the section titled “Material
Contracts and Documents for Inspection” on page 497.
BOOK RUNNING LEAD MANAGERS REGISTRAR TO THE OFFER
JM Financial Limited Edelweiss Financial Services Limited Link Intime India Private Limited
7th Floor, Cnergy Appasaheb Marathe Marg, Prabhadevi 14th Floor, Edelweiss House, Off. C.S.T Road, Kalina C-101, 1st Floor, 247 Park, Lal Bahadur Shastri Marg,
Mumbai 400 025, Maharashtra, India Mumbai 400 098, Maharashtra, India Vikhroli (West), Mumbai 400 083, Maharashtra, India
Telephone: +91 22 6630 3030 Telephone: +91 22 4009 4400 Telephone: +91 22 4918 6200
Facsimile: +91 22 6630 3330 Facsimile: +91 22 4086 3610 Facsimile: +91 22 4918 6195
E-mail: [email protected] E-mail: [email protected] E-mail: [email protected]
Investor Grievance E-mail: [email protected] Investor Grievance E-mail: [email protected] Investor grievance E-mail: [email protected]
Website: www.jmfl.com Website: www.edelweissfin.com Website: www.linkintime.co.in
Contact Person: Prachee Dhuri Contact Person: Mohit Kapoor/Nishita John Contact Person: Shanti Gopalkrishnan
SEBI Registration No.: INM000010361 SEBI Registration No.: INM0000010650 SEBI Registration No.: INR000004058
BID/OFFER PROGRAMME*
BID / OFFER OPENS ON:* Wednesday, December 18, 2019
BID / OFFER CLOSES ON: Friday, December 20, 2019
* Our Company and the Promoter Selling Shareholders may, in consultation with the BRLMs, consider participation by Anchor Investors. The Anchor Investors shall Bid during the Anchor Investor Bidding Date, i.e., one Working Day prior to the Bid/Offer
Opening Date.
TABLE OF CONTENTS
SECTION I – GENERAL ....................................................................................................................................... 1

DEFINITIONS AND ABBREVIATIONS ................................................................................................................ 1
CERTAIN CONVENTIONS, CURRENCY OF PRESENTATION, USE OF FINANCIAL INFORMATION,
INDUSTRY AND MARKET DATA ...................................................................................................................... 12
FORWARD-LOOKING STATEMENTS ............................................................................................................... 15
SECTION II - RISK FACTORS .......................................................................................................................... 17
SECTION III – INTRODUCTION ...................................................................................................................... 46
SUMMARY OF INDUSTRY .................................................................................................................................. 46
SUMMARY OF BUSINESS ................................................................................................................................... 57
SUMMARY FINANCIAL INFORMATION .......................................................................................................... 63
THE OFFER ............................................................................................................................................................ 69
GENERAL INFORMATION .................................................................................................................................. 71
CAPITAL STRUCTURE ........................................................................................................................................ 81
OBJECTS OF THE OFFER .................................................................................................................................... 98
BASIS FOR OFFER PRICE .................................................................................................................................. 109
STATEMENT OF TAX BENEFITS ..................................................................................................................... 112
SECTION IV – ABOUT THE COMPANY ....................................................................................................... 115
INDUSTRY OVERVIEW ..................................................................................................................................... 115
OUR BUSINESS ................................................................................................................................................... 150
REGULATIONS AND POLICIES ....................................................................................................................... 169
HISTORY AND CERTAIN CORPORATE MATTERS ...................................................................................... 174
OUR MANAGEMENT ......................................................................................................................................... 181
OUR PROMOTERS AND PROMOTER GROUP ............................................................................................... 200
OUR GROUP COMPANIES ................................................................................................................................ 205
RELATED PARTY TRANSACTIONS ................................................................................................................ 210
DIVIDEND POLICY............................................................................................................................................. 211
SECTION V – FINANCIAL INFORMATION................................................................................................. 212
FINANCIAL STATEMENTS ............................................................................................................................... 212
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS....................................................................................................................................................... 309
FINANCIAL INDEBTEDNESS ........................................................................................................................... 337
SECTION VI – LEGAL AND OTHER INFORMATION ............................................................................... 340
OUTSTANDING LITIGATION AND MATERIAL DEVELOPMENTS............................................................ 340
GOVERNMENT AND OTHER APPROVALS ................................................................................................... 349
OTHER REGULATORY AND STATUTORY DISCLOSURES ........................................................................ 356
SECTION VII – OFFER INFORMATION ...................................................................................................... 371
TERMS OF THE OFFER ...................................................................................................................................... 371
OFFER STRUCTURE ........................................................................................................................................... 376
OFFER PROCEDURE .......................................................................................................................................... 380
RESTRICTIONS ON FOREIGN OWNERSHIP OF INDIAN SECURITIES...................................................... 438
SECTION VIII - MAIN PROVISIONS OF THE ARTICLES OF ASSOCIATION .................................... 439
SECTION IX – OTHER INFORMATION ....................................................................................................... 497
MATERIAL CONTRACTS AND DOCUMENTS FOR INSPECTION .............................................................. 497
DECLARATION ................................................................................................................................................... 500
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 meaning as provided below. References to any legislation, act, regulation,
rule, guideline, policy, circular, notification or clarification shall be to such legislation, act, regulation, rule,
guideline, policy, circular, notification or clarification as amended. If there is any inconsistency between the
definitions stated below and the definitions contained in the General Information Document (defined
hereinafter), the following definitions shall prevail.
General Terms
Term Description
“the Company”, “our Company”, Prince Pipes and Fittings Limited, a public limited company incorporated under the
“the Issuer”, “we”, “our” or “us” Companies Act, 1956 and having its registered office at Plot No.1, Honda Industrial
Estate, Phase II, Honda Sattari, Honda, Goa 403 530, India.
Company Related Terms
Term Description
“Articles”, “Articles of The articles of association of our Company, as amended from time to time.
Association” or “AoA”
“Auditor” or “Statutory Auditor” The current statutory auditor of our Company, namely, M/s. Khimji Kunverji & Co.
LLP, Chartered Accountants.
Audit Committee The audit committee of our Board, as described in the section titled “Our
Management” on page 181.
“Board” or “Board of Directors” The board of directors of our Company (including any duly constituted committee
thereof).
CCPS Compulsorily convertible preference shares of our Company having face value of ₹
100 each
Chairman The chairman of our Board of Directors, namely Jayant Shamji Chheda.
Corporate Office The corporate office of our Company located at 8th Floor, the Ruby, Senapati Bapat
Marg (Tulsi Pipe Road), Dadar West, Mumbai 400 028, Maharashtra, India.
CSR Committee The corporate social responsibility committee of our Board, as disclosed in the section
titled “Our Management” on page 181.
Director(s) The director(s) on our Board.
Equity Shares Equity shares of our Company of face value of ₹ 10 each.
ESOP 2017 Employee Stock Option Scheme, 2017.
Executive Directors The executive directors of our Company, namely, Jayant Shamji Chheda, Parag Jayant
Chheda and Vipul Jayant Chheda, as disclosed in the section titled “Our Management”
on page 181.
Group Companies Companies which are covered under the applicable accounting standards and other
companies as considered material as per the materiality policy approved by our Board
as by way of their resolution dated September 24, 2018 and November 28, 2019, as
disclosed in the section titled “Our Group Companies” on page 205.
Independent Director(s) Independent director(s) on our Board.
IPO Committee The committee constituted by our Board for the Offer, as described in the section titled
“Our Management” on page 181.
Key Management Personnel Key management/ managerial personnel of our Company in terms of the SEBI ICDR
Regulations and the Companies Act, 2013 and as disclosed in the section titled “Our
“Memorandum”, “Memorandum The memorandum of association of our Company, as amended from time to time.
of Association” or “MoA”
Nomination and Remuneration The nomination and remuneration committee of our Board, as described in the section
Committee titled “Our Management” on page 181.
Non-executive Director Director appointed pursuant to the shareholders’ agreement dated November 20, 2019,
entered into between our Company, South Asia Growth Fund II Holdings LLC, South
Asia EBT Trust and our Promoters.
Promoters The promoters of our Company, being Jayant Shamji Chheda, Tarla Jayant Chheda,
Parag Jayant Chheda, Vipul Jayant Chheda and Heena Parag Chheda, as disclosed in
the section titled “Our Promoters and Promoter Group” on page 200.
Promoter Group The promoter group of our Company comprising such persons and entities, as
disclosed in the section titled “Our Promoters and Promoter Group” on page 200.
1
Term Description
Registered Office The registered office of our Company located at Plot No.1, Honda Industrial Estate,
Phase II, Honda Sattari, Honda, Goa 403 530, India.
“Registrar of Companies” or Registrar of Companies, Goa, Daman and Diu situated at Company Law Bhawan, EDC
“RoC” Complex, Plot No. 21, Patto, Panaji, Goa 403 001, India.
Restated Financial Statements Collectively: (i) the financial statements of our Company as at and for the three-month
period ended June 30, 2019, and as at and for the fiscal years ended March 31, 2019,
March 31, 2018, March 31, 2017 and March 31, 2016 (proforma) prepared in
accordance with the Indian Accounting Standards notified under Section 133 of the
Companies Act, 2013, read with the Companies (Indian Accounting Standards) Rules,
2015 and restated in accordance with the SEBI ICDR Regulations and the Guidance
Note on Reports in Company Prospectuses, 2016, issued by the ICAI; and (ii) the
financial statements of our Company as at and for fiscal years ended March 31, 2015
and March 31, 2014, prepared in accordance with the Companies Act, 2013 and the
Indian GAAP and restated in accordance with the SEBI ICDR Regulations and the
Guidance Note on Reports in Company Prospectuses, 2016, issued by the ICAI.
Shareholders Such persons holding Equity Shares of our Company and whose names are entered in
(i) the register of members of our Company; or (ii) the records of a depository as a
beneficial owner of Equity Shares.
SHA Shareholders’ agreement dated November 20, 2019, entered into between our
Company, South Asia Growth Fund II Holdings LLC, South Asia EBT Trust and our
Promoters.
SSA Share subscription agreement dated November 20, 2019, entered into between our
Company, South Asia Growth Fund II Holdings LLC, South Asia EBT Trust and our
Promoters.
Stakeholders’ Relationship The stakeholders’ relationship committee of our Board, as disclosed in the section
Committee titled “Our Management” on page 181.
Offer Related Terms
Term Description
Acknowledgement Slip The slip or document issued by the relevant Designated Intermediary to Bidders as proof
of registration of the Bid.
Addendum Addendum dated November 19, 2019, in relation to the draft red herring prospectus dated
October 15, 2018 filed with the Securities and Exchange Board of India, and notified in all
editions of the English national newspaper, Financial Express, all editions of the Hindi
national newspaper, Jansatta, and the Panaji edition of the regional language newspaper
Goa Doot, each with wide circulation.
“Allot” or “Allotment” or Allotment of Equity Shares pursuant to the Fresh Issue and transfer of the Offered Shares
“Allotted” of the Promoter Selling Shareholders pursuant to the Offer for Sale to the successful
Bidders.
Allotment Advice The note or advice or intimation of Allotment sent to each successful Bidder who has been
or is to be Allotted the Equity Shares after the Basis of Allotment has been approved by the
Designated Stock Exchange.
Allottee A successful Bidder to whom the Allotment is made.
Anchor Investor(s) A Qualified Institutional Buyer, applying under the Anchor Investor Portion in accordance
with the SEBI ICDR Regulations, 2018 and who has Bid for an amount of at least ₹ 100
million.
Anchor Investor Allocation The final price at which Equity Shares will be allocated to Anchor Investors according to
Price the terms of this Red Herring Prospectus and the Prospectus, which will be decided by our
Company and Promoter Selling Shareholders in consultation with the BRLMs.
Anchor Investor Application The form used by an Anchor Investor to make a Bid in the Anchor Investor Portion and
Form which will be considered as an application for Allotment in terms of this Red Herring
Prospectus and the Prospectus.
“Anchor Investor Bid/ Offer The date, one Working Day prior to the Bid/ Offer Opening Date, on which Bids by
Period” or “Anchor Investor Anchor Investors shall be submitted and allocation to Anchor Investors shall be completed.
Bidding Date”
Anchor Investor Offer Price The 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
Offer Price but not higher than the Cap Price.
The Anchor Investor Offer Price will be decided by our Company and Promoter Selling
Shareholders in consultation with the BRLMs.
Anchor Investor Pay-in Date With respect to Anchor Investor(s), it shall be the Anchor Investor Bidding Date, and in
the event the Anchor Investor Allocation Price is lower than the Offer Price, not later than
two Working Days after the Bid/ Offer Closing Date.
2
Term Description
Anchor Investor Portion Up to 60% of the QIB Portion which may be allocated by our Company and Promoter
Selling Shareholders in consultation with the BRLMs, to Anchor Investors on a
discretionary basis in accordance with the SEBI ICDR Regulations, 2018.
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.
“ASBA” or “Application An application, whether physical or electronic, used by Bidders/Applicants, other than
Supported by Blocked Anchor Investors, to make a Bid and authorising an SCSB to block the Bid Amount in the
Amount” specified bank account maintained with such SCSB and will include amounts blocked by
RIIs using the UPI mechanism, upon receipt of UPI Mandate Request.
ASBA Account Account maintained with an SCSB which may be blocked by such SCSB or the account of
the RII Bidder blocked upon acceptance of UPI Mandate Request by RIIs using the UPI
mechanism to the extent of the Bid Amount of the Bidder/Applicant
ASBA Bidder(s) Any Bidder (other than an Anchor Investor) in the Offer who intends to submit a Bid.
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.
Banker(s) to the Offer The Escrow Collection Bank, the Public Offer Bank, the Sponsor Bank and the Refund
Bank, collectively.
Basis of Allotment The basis on which Equity Shares will be Allotted to successful Bidders under the Offer,
as described in the section titled “Offer Procedure” on page 380.
Bid(s) An indication by a Bidder (other than an Anchor Investor) to make an offer during the
Bid/Offer Period, pursuant to submission of the ASBA Form, or on the Anchor Investor
Bidding Date by an Anchor Investor, pursuant to the submission of the Anchor Investor
Application Form, to purchase Equity Shares at a price within the Price Band, including all
revisions and modifications thereto, to the extent permissible under the SEBI ICDR
Regulations 2018, in terms of this Red Herring Prospectus and the Bid cum Application
Form.
The term “Bidding” shall be construed accordingly.

Bid Amount The highest value of optional Bids indicated in the Bid cum Application Form and in case
of Retail Individual Bidders Bidding at Cut-Off Price, the Cap Price multiplied by the
number of Equity Shares Bid for by such Retail Individual Bidder, and payable by an
Anchor Investor or blocked in the ASBA Account upon submission of the Bid in the Offer.
Bid cum Application Form The Anchor Investor Application Form or the ASBA Form, as the context requires.
“Bidder” or “Applicant” Any prospective investor who makes a Bid pursuant to the terms of this Red Herring
Prospectus and the Bid cum Application Form and unless otherwise stated or implied,
includes an Anchor Investor.
Bidding Centres Centres at which the Designated Intermediaries shall accept the ASBA Forms, i.e.,
Designated SCSB Branches for SCSBs, Specified Locations for members of the Syndicate,
Broker Centres for Registered Brokers, Designated RTA Locations for RTAs and
Designated CDP Locations for CDPs.
Bid Lot [●] Equity Shares.
Bid/Offer Closing Date Except in relation to any Bids received from the Anchor Investors, the date after which the
Designated Intermediaries will not accept any Bids, which shall be notified in all editions
of the English national newspaper, Financial Express, all editions of the Hindi national
newspaper, Jansatta, and Panaji edition of the regional language newspaper, Goa Doot,
each with wide circulation, and in case of any revision, the extended Bid/Offer Closing
Date shall be widely disseminated by notification to the Stock Exchanges by issuing a
press release and also by indicating the change on the websites of the BRLMs and at the
terminals of the Syndicate Member, as required under the SEBI ICDR Regulations, 2018.
Our Company and Promoter Selling Shareholders, in consultation with the BRLMs, may
consider closing the Bid/Offer Period for QIBs one Working Day prior to the Bid/Offer
Closing Date.
Bid/ Offer Opening Date Except in relation to any Bids received from the Anchor Investors, the date on which the
Designated Intermediaries shall start accepting Bids, which shall be notified in all editions
of the English national newspaper, Financial Express, all editions of the Hindi national
newspaper, Jansatta, and Panaji edition of the regional language newspaper, Goa Doot,
each with wide circulation, and in case of any revision, the extended Bid/ Offer Opening
Date shall be widely disseminated by notification to the Stock Exchanges by issuing a
press release and also by indicating the change on the websites of the BRLMs and at the
terminals of the Syndicate Member, as required under the SEBI ICDR Regulations, 2018.
Bid/ Offer Period Except in relation to Anchor Investors, the period between the Bid/Offer Opening Date and
3
Term Description
the Bid/Offer Closing Date, inclusive of both days, during which Bidders can submit their
Bids, including any revisions thereof.
Book Building Process Book building process, as provided in Part A of Schedule XIII of the SEBI ICDR
Regulations, 2018 in terms of which the Offer is being made.
“Book Running Lead The book running lead managers to the Offer namely, JM Financial Limited and Edelweiss
Managers” or “BRLMs” Financial Services Limited.
Broker Centres The 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 Brokers are available on the respective websites of the Stock Exchanges
(www.bseindia.com and www.nseindia.com), as updated from time to time.
“CAN” or “Confirmation of Notice or intimation of allocation of the Equity Shares sent to Anchor Investors, who have
Allocation Note” been allocated the Equity Shares, after the Anchor Investor Bidding Date.
Cap Price The higher end of the Price Band, above which the Offer Price and Anchor Investor Offer
Price will not be finalised and above which no Bids will be accepted.
Cash Escrow and Sponsor The agreement dated December 10, 2019 amongst our Company, the Promoter Selling
Bank Agreement Shareholders, the BRLMs, the Escrow Collection Bank, the Refund Bank, Sponsor Bank,
Public Offer Bank and the Registrar to the Offer for, inter alia, collection of the Bid
Amounts and where applicable, refunds of the amounts collected from Anchor Investors,
on the terms and conditions thereof.
Client ID Client identification number maintained with one of the Depositories in relation to a demat
account.
“Collecting Depository A depository participant as defined under the Depositories Act, 1996, registered with SEBI
Participant” or “CDP” and who is eligible to procure Bids at the Designated CDP Locations in terms of circular
no. CIR/CFD/POLICYCELL/11/2015 dated November 10, 2015 issued by SEBI, and a list
of such locations is available on the website of BSE and NSE at
http://www.bseindia.com/Static/Markets/PublicIssues/RtaDp.aspx?expandable=6 and
https://www.nseindia.com/products/content/equities/ipos/asba_procedures.htm,
respectively.
Cut-Off Price The Offer Price, which shall be any price within the Price Band finalised by our Company
and the Promoter Selling Shareholders, in consultation with and the BRLMs.
Only Retail Individual Bidders are entitled to Bid at the Cut-off Price. QIBs and Non-
Institutional Bidders are not entitled to Bid at the Cut-off Price.
Demographic Details Details of the Bidders including the Bidders address, the name of the Bidders’ father /
husband, investor status, occupation and bank account details, and UPI ID wherever
applicable.
Designated SCSB Branches Such branches of the SCSBs which shall collect the ASBA Forms used by the ASBA
Bidders, a list of which is available on the website of SEBI at
https://www.sebi.gov.in/sebiweb/other/OtherAction.do?doRecognised=yes updated from
time to time, or at such other website as may be prescribed by SEBI from time to time.
Designated CDP Locations Such locations of the CDPs where 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 (www.bseindia.com and www.nseindia.com,
respectively,) as updated from time to time.
Designated Date The date on which the Escrow Collection Bank(s) transfer funds from the Escrow Account,
and the SCSBs transfer funds from the ASBA Accounts to the Public Offer Account or the
Refund Account, as appropriate, in terms of this Red Herring Prospectus following which
our Board of Directors shall Allot Equity Shares to successful Bidders in the Fresh Issue
and the Offered Shares in the Offer for Sale are transferred to successful Bidders.
Designated Intermediary(ies) Collectively, the Syndicate, Sub-Syndicate Members/agents, SCSBs, Registered Brokers,
CDPs and RTAs, who are authorised to collect ASBA Forms from the ASBA Bidders, in
the Offer.
Designated RTA Locations Such locations of the RTAs where Bidders can submit the ASBA Forms to RTAs.
The details of such Designated RTA Locations, along with names and contact details of the
RTAs eligible to accept ASBA Forms are available on the respective websites of the Stock
Exchanges (www.bseindia.com and www.nseindia.com, respectively,) as updated from
time.
Designated Stock Exchange BSE Limited.
“Draft Red Herring The draft red herring prospectus dated October 15, 2018, issued in accordance with the
Prospectus” or “DRHP” SEBI ICDR Regulations, which does not contain complete particulars of the price at which
4
Term Description
the Equity Shares will be Allotted and the size of the Offer, including any addenda or
corrigenda thereto, read with the Addendum.
Edelweiss Edelweiss Financial Services Limited.
Eligible NRI NRI(s) from jurisdictions outside India where it is not unlawful to make an offer or
invitation under the Offer and in relation to whom the Bid cum Application Form and this
Red Herring Prospectus will constitute an invitation to purchase the Equity Shares.
Erstwhile DRHP Draft red herring prospectus dated September 26, 2017 filed with SEBI, and issued in
accordance with the SEBI ICDR Regulations, however, the same was subsequently
withdrawn.
Escrow Account(s) Account(s) opened with the Escrow Collection Bank and in whose favour Anchor
Investors will transfer the money through direct credit/NEFT/RTGS in respect of the Bid
Amount while submitting a Bid.
Escrow Collection Bank The Banker to the Offer with whom the Escrow Account(s) will be opened, in this case
being HDFC Bank Limited.
“First” or “sole Bidder” The Bidder whose name shall be mentioned in the Bid cum Application Form or the
Revision Form and in case of joint Bids, whose name shall also appear as the first holder
of the beneficiary account held in joint names.
Fresh Issue The issue of [●] Equity Shares aggregating up to ₹ 2,500.00 million* by our Company for
subscription pursuant to the terms of this Red Herring Prospectus.
*Our Company has, in consultation with the BRLMs, undertaken a Pre-IPO placement of
596,500 CCPS for cash consideration aggregating to ₹ 1,061.77 million, which have been
converted into 5,965,000 Equity Shares. The size of the Fresh Issue of up to ₹ 3,561.77
million has been reduced by ₹ 1,061.77 million pursuant to the Pre-IPO Placement and
accordingly the Fresh Issue is up to ₹ 2,500.00 million.
Floor Price The lower end of the Price Band, subject to any revision thereto, at or above which the
Offer Price and the Anchor Investor Offer Price will be finalised and below which no Bids
will be accepted.
“General Information The General Information Document for investing in public issues, prepared and issued in
Document” or “GID” accordance with the circular (CIR/CFD/DIL/12/2013) dated October 23, 2013 issued by
SEBI, modified and updated pursuant to, among others, the circular
(CIR/CFD/POLICYCELL/11/2015) dated November 10, 2015, the circular
(CIR/CFD/DIL/1/2016) dated January 1, 2016, the circular
(SEBI/HO/CFD/DIL/CIR/P/2016/26) dated January 21, 2016 and the circular
(SEBI/HO/CFD/DIL2/CIR/P/2018/22) dated February 15, 2018, and the UPI Circulars
issued by SEBI and included in the section titled “Offer Procedure” on page 380.
JM Financial JM Financial Limited.
Monitoring Agency HDFC Bank Limited.
Monitoring Agency Agreement dated December 10, 2019, between our Company and the Monitoring Agency.
Agreement
Mutual Fund Portion [●] Equity Shares which shall be available for allocation to Mutual Funds only on a
proportionate basis, subject to valid Bids being received at or above the Offer Price.
Mutual Funds Mutual funds registered with SEBI under the Securities and Exchange Board of India
(Mutual Funds) Regulations, 1996.
Net Proceeds The Offer Proceeds less the amount to be raised with respect to the Offer for Sale and less
our Company’s share of the Offer related expenses.
Net QIB Portion The portion of the QIB Portion less the number of Equity Shares Allotted to the Anchor
Investors.
Non-Institutional Bidders Bidders that are not QIBs or Retail Individual Bidders, and who have Bid for Equity
Shares for an amount more than ₹ 200,000.
Non-Institutional Portion [●] Equity Shares which shall be available for allocation to Non-Institutional Bidders on a
“Non-Resident” or “NR” A person resident outside India, as defined under FEMA and includes FPIs, FVCIs and
Eligible NRIs.
Offer The initial public offering of [●] Equity Shares for cash at a price of ₹ [●] per Equity Share
(including a share premium of ₹ [●] per Equity Share) aggregating up to ₹5,000 million*,
comprising a Fresh Issue of [●] Equity Shares aggregating up to ₹ 2,500 million by our
Company, and an Offer for Sale of up to [●] Equity Shares aggregating up to ₹ 2,500
million by the Promoter Selling Shareholders, comprising an offer for sale of up to [●]
Equity Shares aggregating up to ₹ 200 million by Jayant Shamji Chheda, an offer for sale
of up to [●] Equity Shares aggregating up to ₹ 1,400 million by Tarla Jayant Chheda, an
offer for sale of up to [●] Equity Shares aggregating up to ₹ 500 million by Parag Jayant
Chheda and an offer for sale of up to [●] Equity Shares aggregating up to ₹ 400 million by
Vipul Jayant Chheda. The Offer constitutes [●] % of the post-Offer paid-up Equity Share
capital of our Company.
5
Term Description
*Our Company has, in consultation with the BRLMs, undertaken a Pre-IPO placement of
596,500 CCPS for cash consideration aggregating to ₹ 1,061.77 million, which have been
converted into 5,965,000 Equity Shares. The size of the Fresh Issue of up to ₹ 3,561.77
million has been reduced by ₹ 1,061.77 million pursuant to the Pre-IPO Placement and
Offer Agreement The agreement dated October 15, 2018, entered among our Company, the Promoter Selling
Shareholders and the BRLMs, pursuant to which certain arrangements are agreed to in
relation to the Offer, read with the amendment dated November 29, 2019 to this
agreement entered among our Company, the Promoter Selling Shareholders and the
BRLMs.
Offer for Sale The offer for sale of up to [●] Equity Shares aggregating up to ₹ 2,500 million by the
Promoter Selling Shareholders, comprising an offer for sale of up to [●] Equity Shares
aggregating up to ₹ 200 million by Jayant Shamji Chheda, an offer for sale of up to [●]
Equity Shares aggregating up to ₹ 1,400 million by Tarla Jayant Chheda, an offer for sale
of up to [●] Equity Shares aggregating up to ₹ 500 million by Parag Jayant Chheda and an
offer for sale of up to [●] Equity Shares aggregating up to ₹ 400 million by Vipul Jayant
Chheda, in terms of this Red Herring Prospectus.
Offer Price The final price at which Equity Shares will be Allotted to successful bidders in terms of
this Red Herring Prospectus.
The Offer Price will be decided by our Company and Promoter Selling Shareholders in
consultation with and the BRLMs.
Offered Shares Equity Shares being offered for sale by the Promoter Selling Shareholders in the Offer.
Offer Proceeds The proceeds of the Offer based on the total number of Equity Shares Allotted under the
Offer and the Offer Price.
Pre-IPO Placement Private placement of 596,500 CCPS for cash consideration aggregating to ₹ 1,061.77
million, which have been converted into 5,965,000 Equity Shares.
Pre-Offer Advertisement The pre-Offer advertisement to be published by our Company under regulation 47 of the
SEBI ICDR Regulations and section 30 of the Companies Act, 2013 after registration of
this Red Herring Prospectus with the RoC, in all editions of the English national
newspaper, Financial Express, all editions of the Hindi national newspaper, Jansatta, and
Panaji edition of the regional language newspaper, Goa Doot, each with wide circulation.
Price Band The price band ranging from the Floor Price of ₹ [●] per Equity Share to the Cap Price of
₹ [●] per Equity Share, including any revisions thereof.
Pricing Date The date on which our Company and the Promoter Selling Shareholders, in consultation
with the BRLMs, will finalise the Offer Price.
Promoter Selling Jayant Shamji Chheda, Tarla Jayant Chheda, Parag Jayant Chheda and Vipul Jayant
Shareholders Chheda.
Prospectus The Prospectus 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 and the SEBI
ICDR Regulations, 2018, containing, among other things, the Offer Price, the size of the
Offer and certain other information, including any addenda or corrigenda thereto.
Public Offer Account The bank account opened with the Banker to the Offer under Section 40(3) of the
Companies Act, 2013, to receive monies from the Escrow Account and from the ASBA
Accounts on the Designated Date.
Public Offer Bank The Banker to the Offer with whom the Public Offer Account will be opened, in this case
“QIBs” or “Qualified The qualified institutional buyers as defined under Regulation 2(1)(ss) of the SEBI ICDR
Institutional Buyers” Regulations, 2018.
QIB Bidders QIBs who Bid in the Offer.
QIB Portion [●] Equity Shares, available for allocation to QIBs (including Anchor Investors) on a
QIB Bid/Offer Closing Date Shall be the same as the Bid/Offer Closing Date.
“Red Herring Prospectus” or This red herring prospectus dated December 11, 2019 issued by our Company in
“RHP” accordance with Section 32 of the Companies Act, 2013, and the provisions of the SEBI
ICDR Regulations and the SEBI ICDR Regulations, 2018, which does not have complete
particulars of the price at which the Equity Shares will be offered and the size of the Offer,
including any addenda or corrigenda thereto.
Refund Account(s) The account opened with the Refund Bank, from which refunds, if any, of the whole or
part of the Bid Amount to unsuccessful Anchor Investors shall be made.
Refund Bank The Bankers to the Offer with whom the Refund Account(s) will be opened, in this case
Registrar Agreement The agreement dated October 12, 2018 entered into among our Company, the Promoter
6
Term Description
Selling Shareholders and the Registrar to the Offer, in relation to the responsibilities and
obligations of the Registrar to the Offer pertaining to the Offer, read with the amendment
dated November 29, 2019 to this agreement entered into among our Company, the
Promoter Selling Shareholders and the Registrar to the Offer.
Registered Brokers Stock brokers registered with SEBI under the Securities and Exchange Board of India
(Stock Brokers and Sub Brokers) Regulations, 1992 and the stock exchanges having
nationwide terminals, and eligible to procure Bids in terms of Circular No.
CIR/CFD/14/2012 dated October 4, 2012 issued by SEBI.
“Registrar and Share Transfer Registrar and share transfer agents registered with SEBI and eligible to procure Bids at the
Agents” or “RTAs” Designated RTA Locations in terms of circular no. CIR/CFD/POLICYCELL/11/2015
dated November 10, 2015 issued by SEBI.
“Registrar to the Offer” or Link Intime India Private Limited.
“Registrar”
Resident Indian A person resident in India, as defined under FEMA.
“Retail Individual Bidder(s)”, Individual Bidders who have Bid for the Equity Shares for an amount which is not more
“Retail Individual than ₹ 200,000 in any of the bidding options in the Offer (including HUFs applying
Investor(s)”, “RIIs” or through their Karta and Eligible NRI Bidders) and does not includes NRIs (other than
“RIB(s)” Eligible NRIs).
Retail Portion [●] Equity Shares available for allocation to Retail Individual Bidders as per the SEBI
ICDR Regulations, subject to valid Bids being received at or above the Offer Price.
Revision Form The form used by Bidders to modify the quantity of the Equity Shares Bid for, or the Bid
Amount in any of their ASBA Forms or any previous Revision Form(s).
QIB Bidders and Non-Institutional Bidders are not allowed to withdraw or lower their Bids
(in terms of quantity of Equity Shares or the Bid Amount) at any stage. Retail Individual
Bidders can revise their Bids during the Bid/ Offer Period and withdraw their Bids until
the Bid/ Offer Closing Date.
“Self Certified Syndicate The banks registered with SEBI, offering services (i) in relation to ASBA (other than
Bank(s)” or “SCSB(s)” through UPI mechanism), a list of which is available on the website of SEBI at
https://www.sebi.gov.in/sebiweb/other/OtherAction.do?doRecognisedFpi=yes&intmId=35
or such other websites and 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
https://sebi.gov.in/sebiweb/other/OtherAction.do?doRecognisedFpi=yes&intmId=40 or
such other website as updated from time to time.
Sponsor Bank Bank registered with SEBI which is appointed by the issuer to act as a conduit between the
Stock Exchanges and the National Payments Corporation of India in order to push the
mandate collect requests and / or payment instructions of the RIIs into the UPI, the
Sponsor Bank in this case being HDFC Bank Limited.
Share Escrow Agent The share escrow agent appointed pursuant to the Share Escrow Agreement, namely, Link
Intime India Private Limited.
Share Escrow Agreement The agreement dated December 10, 2019, entered into among our Company, the Promoter
Selling Shareholders, the Share Escrow Agent and the Registrar to the Offer in connection
with, inter alia, the transfer of the Offered Shares by the Promoter Selling Shareholders
and credit of such Equity Shares to the demat account of the Allottees.
Specified Locations The Bidding centres where the Syndicate shall accept ASBA Forms from Bidders, a list of
which is available on the website of the Securities and Exchange Board of India and
updated from time to time.
Sub-Syndicate Members The sub-syndicate members, if any, appointed by the BRLMs and the Syndicate Members,
to collect ASBA Forms and Revision Forms.
Syndicate Agreement The agreement dated December 10, 2019 entered into among our Company, the Promoter
Selling Shareholders, the BRLMs and the Syndicate Members in relation, inter alia, to the
collection of Bid cum Application Forms by the Syndicate.
Syndicate Members Intermediaries registered with SEBI who are permitted to carry out activities as an
underwriter, namely, JM Financial Services Limited and Edelweiss Securities Limited.
“Syndicate” or “Members of The BRLMs and the Syndicate Members.
the Syndicate”
Underwriters [●].
Underwriting Agreement The agreement dated [●], among our Company, the Promoter Selling Shareholders and the
Underwriters, entered into on or after the Pricing Date but prior to the registration of the
Prospectus with the RoC.
“Unified Payments Interface’ The instant payment system developed by the National Payments Corporation of India
or “UPI” (NPCI), which allows instant transfer of money between any two persons’ bank accounts
using a payment address which uniquely identified a person’s bank account ID created on
the unified payments interface for single window mobile payment system developed by the
National Payments Corporation of India.
7
Term Description
UPI Circulars SEBI circular no. SEBI/HO/CFD/DIL2/CIR/P/2018/138 dated November 1, 2018, SEBI
circular no. SEBI/HO/CFD/DIL2/CIR/P/2019/50 dated April 3, 2019, SEBI circular no.
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 and any subsequent
circulars or notifications issued by SEBI in this regard.
UPI ID ID created on Unified Payment Interface (UPI) for single-window mobile payment system
developed by the National Payments Corporation of India (NPCI).
UPI Mandate Request A request (intimating the RII by way of a notification on the UPI application and by way
of a SMS directing the RII to such UPI application) to the RII 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 The bidding mechanism that may be used by an RII to make a Bid in the Offer in
accordance with the UPI Circulars.
UPI PIN Password to authenticate UPI transaction.
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/ Offer Period, the expression
“Working Day” shall mean all days, excluding all Saturdays, Sundays or a public holiday,
on which commercial banks in Mumbai are open for business; and for (c) the time period
between the Bid/ Offer Closing Date and the listing of the Equity Shares on the Stock
Exchanges, the expression “Working Day” shall mean all trading days of Stock
Exchanges, excluding Sundays and bank holidays, in terms of the SEBI Circular
SEBI/HO/CFD/DIL/CIR/P/2016/26 dated January 21, 2016 and the SEBI circular number
SEBI/HO/CFD/DIL2/CIR/P/2018/138 dated November 1, 2018.
Technical/Industry related terms/abbreviations
Term Description
ABS Acrylonitrile butadiene styrene.
AMRUT Atal Mission for Rejuvenation and Urban Transformation.
Ashirvad Pipes Ashirvad Pipes Private Limited.
Astral Poly Technik Astral Poly Technik Limited.
ASTM ASTM International.
BIS Bureau of Indian Standards.
CAGR Compound annual growth rate.
CENVAT Central value added tax.
CIPET Central Institute of Plastics Engineering & Technology.
Contract Labour Act Contract Labour (Regulation and Abolition) Act, 1970.
CPVC Chlorinated polyvinyl chloride.
CSO Central Statistical Organisation.
CRISIL Research CRISIL Research, a division of CRISIL Limited.
CRISIL Research Report CRISIL Research’s report titled “Assessment of the polymer pipes industry” dated
November, 2019.
CSR Corporate social responsibility.
DGAD Directorate General of Anti-dumping and Allied Duties.
EBITDA Earnings before interest, tax, depreciation and amortisation, which in the case of our
Company, is equal to revenue from operations less cost of materials consumed, less
purchase of stock in trade, less changes in inventories of finished goods/ stock-in-trade/
work-in-progress, less excise duty, less employee benefit expense, less other expenses.
EDC Ethylene dichloride.
Employees State Insurance Act Employees State Insurance Act, 1948.
Employees Provident Fund Act Employees Provident Funds and Miscellaneous Provisions Act, 1952.
Finolex Industries Finolex Industries Limited.
GDP Gross Domestic Product.
GI Galvanised iron.
GST Goods and Services Tax.
GVT Glazed vitrified.
HDPE High density polyethylene.
ISI Indian Standards Institution.
Jain Irrigation Jain Irrigation Systems Limited.
JNNURM Jawaharlal Nehru National Urban Renewal Mission.
MCLR Marginal cost of lending rate.
Net Revenue from Sale of Revenue from sale of products less excise duty.
8
Term Description
Products
PMAY Pradhan Mantri Awas Yojana.
PMKSY Pradhan Mantri Krishi Sinchayee Yojana.
PP Polypropylene.
PPR Polypropylene random.
PVC Polyvinyl chloride.
PVDF Polyvinylidene fluoride.
PVT Polished vitrified.
RERA Real Estate Regulatory Authority.
RERA Real Estate (Regulation and Development) Act, 2016.
RoCE Return on capital employed.
RoE Return on equity.
SWR Soil, waste and rain water.
Supreme Industries Supreme Industries Limited.
UPVC Unplasticised polyvinyl chloride.
VCM Vinyl chloride monomer.
Wavin Wavin Overseas B.V.
WSS Water supply and sanitation.
Conventional and General Terms or Abbreviations
Term Description
“₹”, “Rs.”, “INR” or “Rupees” Indian Rupees, the official currency of the Republic of India.
AGM Annual general meeting.
AIF Alternative investment fund as defined in and registered with SEBI under the Securities
and Exchange Board of India (Alternative Investments Funds) Regulations, 2012.
“AS” or “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.
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.
CDSL Central Depository Services (India) Limited.
CIN Corporate Identity Number.
CIT Commissioner of Income Tax.
Companies Act Companies Act, 1956 and Companies Act, 2013, as applicable.
Companies Act, 1956 Companies Act, 1956 (without reference to the provisions thereof that have ceased to
have an effect upon notification of the sections of the Companies Act, 2013) along with
the relevant rules made thereunder.
Companies Act, 2013 Companies Act, 2013, to the extent in force pursuant to the notification of sections by
the Ministry of Corporate Affairs, Government of India as of the date of this Red
Herring Prospectus, along with the relevant rules made thereunder.
CSR Corporate social responsibility.
Depositories NSDL and CDSL.
Depositories Act The Depositories Act, 1996, read with regulations framed thereunder.
DIN Director Identification Number.
DIPP Department of Industrial Policy and Promotion, Ministry of Commerce & Industry,
Government of India.
DP ID Depository participant’s identity number.
“DP” or “Depository Participant” A depository participant as defined under the Depositories Act.
EGM Extraordinary general meeting.
EPS Earnings per share.
“EUR” or “€” Euro, the official currency of the Eurozone.
FDI Foreign direct investment.
FEMA Foreign Exchange Management Act, 1999, read with rules and regulations thereunder.
FEMA Rules Foreign Exchange Management (Non-debt Instruments) Rules, 2019.
FCNR Foreign currency non-resident account.
FDI Circular Consolidated foreign direct investment policy circular of 2017, effective from August
28, 2017, issued by the DIPP.
“Financial Year”, “Fiscal”, The period of 12 months ending March 31 of that particular year.
“Fiscal Year” or “FY”
9
Term Description
FPI(s) Foreign portfolio investors as defined under the SEBI FPI Regulations.
FVCI Foreign venture capital Investors as defined and registered under the SEBI FVCI
Regulations.
GDP Gross domestic product.
“GoI”, “Government”, or
Government of India.
“Central Government”
GST Goods and services tax.
Housing Finance Company Housing finance company as defined under Regulation 2(1)(u) of the SEBI ICDR
Regulations, 2018.
HUF Hindu undivided family.
ICAI The Institute of Chartered Accountants of India.
IFRS International Financial Reporting Standards.
Income Tax Act Income Tax Act, 1961, read with rules thereunder.
Ind AS Indian accounting standards.
India Republic of India.
Indian Accounting Standard Companies (Indian Accounting Standards) Rules of 2015.
Rules
Indian GAAP Generally Accepted Accounting Principles in India.
Indian Penal Code Indian Penal Code, 1860.
IPO Initial public offering.
IRDA Insurance Regulatory and Development Authority of India.
IST Indian standard time.
IT Information technology.
MCA Ministry of Corporate Affairs, Government of India.
MCLR Marginal cost of funds based lending rate.
MICR Magnetic ink character recognition.
MoU Memorandum of understanding.
“Mn” or “mn” Million.
N.A./NA Not applicable.
NACH National Automated Clearing House.
NAV Net asset value.
NEFT National electronic fund transfer.
Net Worth The net worth of our Company computed in accordance with section 2(57) of the
Companies Act, 2013 which does not include capital reserve, capital redemption
reserve and cash flow hedge reserve.
NPCI National Payments Corporation of India
NRE Account Non-Resident External account.
NRI A person resident outside India, who is a citizen of India or a person of Indian origin,
and shall have the meaning ascribed to such term in the Foreign Exchange Management
(Deposit) Regulations, 2000.
NSDL National Securities Depository Limited.
NSE National Stock Exchange of India Limited.
“OCB” or “Overseas Corporate A company, partnership, society or other corporate body owned directly or indirectly to
Body” 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 Offer.
ODI Offshore derivative instrument.
p.a. Per annum.
P/E Ratio Price/earnings ratio.
PAN Permanent account number allotted under the Income Tax Act.
PAT Profit after tax.
RBI Reserve Bank of India.
Regulation S Regulation S under the U.S. Securities Act.
RONW Return on net worth.
RTGS Real time gross settlement.
SCRA Securities Contracts (Regulation) Act, 1956.
SCRR Securities Contracts (Regulation) Rules, 1957.
SEBI Securities and Exchange Board of India constituted under the SEBI Act, 1992.
SEBI Act Securities and Exchange Board of India Act, 1992.
SEBI AIF Regulations Securities and Exchange Board of India (Alternative Investments Funds) Regulations,
2012.
10
Term Description
SEBI Depository Regulations Securities and Exchange Board of India (Depositories and Participants) Regulations,
1996.
SEBI ESOP Regulations Securities and Exchange Board of India (Share Based Employee Benefits) Regulations,
2014.
SEBI FPI Regulations Securities and Exchange Board of India (Foreign Portfolio Investors) Regulations,
2019.
SEBI FVCI Regulations Securities and Exchange Board of India (Foreign Venture Capital Investors)
Regulations, 2000.
SEBI ICDR Regulations Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements)
Regulations, 2009.
SEBI ICDR Regulations 2018 Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements)
Regulations, 2018.
SEBI Listing Regulations Securities and Exchange Board of India (Listing Obligations And Disclosure
Requirements) Regulations, 2015.
SEBI Mutual Fund Regulations Securities and Exchange Board of India (Mutual Funds) Regulations, 1996.
SEBI Portfolio Manager Securities and Exchange Board of India (Portfolio Managers) Regulations, 1993.
Regulations
SEBI Stock Broker Regulations Securities and Exchange Board of India (Stock Brokers) Regulations, 1992.
SEBI VCF Regulations Securities and Exchange Board of India (Venture Capital Fund) Regulations, 1996.
SI NBFC Systemically important non banking financial company as defined under Regulation
2(1)(iii) of the SEBI ICDR Regulations, 2018.
Stamp Act The Indian Stamp Act, 1899.
State Government The government of a state in India.
Stock Exchanges Collectively, BSE and NSE.
STT Securities transaction tax.
Takeover Regulations Securities and Exchange Board of India (Substantial Acquisition of Shares and
Takeovers) Regulations, 2011.
TAN Tax deduction account number.
TDS Tax deducted at source.
U.S. GAAP Generally accepted accounting principles of the United States.
“U.S.”, “USA” or “United States” The United States of America.
U.S. Securities Act U.S. Securities Act of 1933, as amended.
“USD” or “US$” United States Dollars.
Wilful Defaulter A company or a person categorised as a wilful defaulter by any bank or financial
institution or consortium thereof, in accordance with the guidelines on wilful defaulters
issued by the Reserve Bank of India and includes any company whose director or
promoter is categorised as such.
VCFs Venture Capital Funds as defined in and registered with SEBI under the SEBI VCF
Regulations.
Year/ Calendar Year The 12-month period ending December 31.
The words and expressions used but not defined herein shall have the same meaning as is assigned to such terms
in the SEBI ICDR Regulations, SEBI ICDR Regulations, 2018, the Companies Act, the SEBI Act, the SCRA,
the Depositories Act and the rules and regulations made thereunder.
Notwithstanding the foregoing, capitalised terms in “Statement of Tax Benefits”, “Financial Statements”,
“Industry Overview”, “Basis for Offer Price”, “Outstanding Litigation and Material Developments”, “Offer
Procedure” and “Main Provisions of the Articles of Association” on pages 112, 212, 115, 109, 340, 380 and 439
respectively, shall have the meaning given to such terms in such sections.
11
CERTAIN CONVENTIONS, CURRENCY OF PRESENTATION, USE OF FINANCIAL
INFORMATION, INDUSTRY AND MARKET DATA
This Red Herring Prospectus has been prepared in accordance with provisions and disclosure requirements of
the SEBI ICDR Regulations except that the issue procedure including in relation to Bid/Offer Period,
submission of Bid Cum Application Forms, Payment of Bid Amount, Allocation, Allotment, lock-in, Refund of
Bid Amount, if any and listing of the Equity Shares as described in the section “Offer Procedure” on page 380
including “Part B - General Information Document for Investing in Public Issues” (each read with “Definition
and Abbreviations” on page 1) and matters pertaining to pledge of Promoter shareholding and change in Offer
size have been prepared in accordance with SEBI ICDR Regulations, 2018.
All references to “India” contained in this Red Herring Prospectus are to the Republic of India and all
references to the “U.S.” or “U.S.A” are to the United States of America.
Page numbers
Unless otherwise stated, all references to page numbers in this Red Herring Prospectus are to page numbers of
Currency and units of presentation
All references to “Rupee(s)”, “Rs.” or “₹” or “INR” are to Indian Rupees, the official currency of the Republic
of India. All references to “US$” or “U.S. Dollars” or “USD” are to United States Dollars, the official
currency of the United States of America. All references to “EUR” or “€” are to Euro, the official currency of
the Eurozone.
Exchange rates
This Red Herring Prospectus contains conversions of certain other currency amounts into Rupees that have been
presented solely to comply with the requirements of SEBI ICDR Regulations. Unless otherwise stated, the
exchange rates referred to for the purpose of conversion of foreign currency amounts into Rupee amounts, are as
follows:
Exchange rate as at (in ₹)

Currency# June 30, March 31, March 31, March 31, March 31, March 31, March 31,
2019(4) 2019(3) 2018(2) 2017 2016 2015 2014(1)
1 USD 68.92 69.17 65.04 64.84 66.33 62.59 60.10
1 Euro 78.36 77.70 80.62 69.25 75.10 67.51 82.58
#Source: For information until March 31, 2018, the source is RBI Reference Rate as available on https://www.rbi.org.in/,
whereas for information post March 31, 2018, the source is FBIL Reference Rate as available on https://www.fbil.org.in/
(1) Exchange rate as at March 28, 2014, as RBI reference rate is not available for March 31, 2014, March 30, 2014 and
March 29, 2014 being a public holiday, a Sunday and a Saturday, respectively.
(2) Exchange rate as at March 28, 2018, as RBI reference rate is not available for March 31, 2018 being a Saturday and
March 30, 2018 and March 29, 2018 being public holidays.
(3) Exchange rate as at March 29, 2019, as RBI reference rate is not available for March 31, 2019 and March 30, 2019
being a Sunday and a Saturday, respectively.
(4) Exchange rate as at June 28, 2019, as RBI reference rate is not available for June 30, 2019 and June 29, 2019 being a
Sunday and a Saturday, respectively.
Such conversion should not be considered as a representation that such currency amounts have been, could have
been or can be converted into Rupees at any particular rate, the rates stated above or at all.
Financial and other data
Unless stated otherwise, the financial information in this Red Herring Prospectus is derived from our Restated
Financial Statements as at and for the Fiscals 2019, 2018, 2017 and 2016 (proforma) along with as at and for the
three-month period ended June 30, 2019, prepared in accordance with Ind AS and as at and for the Fiscals 2015
and 2014 prepared in accordance with Indian GAAP. The Restated Financial Statements have been examined
by our Statutory Auditor in accordance with the Companies Act and relevant rules framed thereunder and
restated under the SEBI ICDR Regulations. As at and for the financial years ended March 31, 2019, 2018, 2017,
12
2016, 2015 and 2014 and as at the three-month period ended June 30, 2019, our Company did not have any
subsidiary and, consequently, the Restated Financial Statements included in this Red Herring Prospectus have
been prepared on a standalone basis.
Our Company’s fiscal year commences on April 1 of each year and ends on March 31 of the next year.
Accordingly, all references to a particular fiscal year (referred to herein as “Fiscal”, “Fiscal Year” or “FY”) are
to the 12-month period ended March 31 of that particular year, unless otherwise specified.
While for statutory reporting purposes, we have adopted Ind AS from April 1, 2017 onwards with a transition
date of April 1, 2016, we have prepared our Restated Financial Statements for: (a) the three-month period ended
June 30, 2019, financial years ended March 31, 2019, March 31, 2018, March 31, 2017 and March 31, 2016
(proforma) in accordance with the Indian Accounting Standards notified under Section 133 of the Companies
Act, 2013, read with the Companies (Indian Accounting Standards) Rules, 2015 and restated in accordance with
the SEBI ICDR Regulations and the Guidance Note on Reports in Company Prospectuses, 2016, issued by the
ICAI; and (b) financial years ended March 31, 2015 and March 31, 2014 in accordance with the Companies Act,
2013 and the Indian GAAP and restated in accordance with the SEBI ICDR Regulations and the Guidance Note
on Reports in Company Prospectuses, 2016, issued by the ICAI.
All the figures in this Red Herring Prospectus have been presented in millions or in whole numbers where the
numbers have been too small to present in millions, unless stated otherwise. One million represents 1,000,000
and one billion represents 1,000,000,000. Certain figures contained in this Red Herring Prospectus, including
financial information, have been subject to rounding adjustments. Any discrepancies in any table between the
totals and the sum of the amounts listed are due to rounding off. In certain instances, (i) the sum or percentage
change of such numbers may not conform exactly to the total figure given, and (ii) the sum of the figures in a
column or row in certain tables may not conform exactly to the total figure given for that column or row.
However, figures sourced from third-party industry sources may be expressed in denominations other than
millions or may be rounded off to other than two decimal points in the respective sources, and such figures have
been expressed in this Red Herring Prospectus in such denominations or rounded-off to such number of decimal
points as provided in such respective sources.
Industry and Market Data
Unless stated otherwise, the industry and market data set forth in this Red Herring Prospectus have been
obtained or derived from publicly available information as well as industry publications and sources. Industry
publications generally state that the information contained in those publications has been obtained from sources
believed to be reliable but their accuracy and completeness are not guaranteed and their reliability cannot be
assured. Although we believe that industry data used in this Red Herring Prospectus is reliable, it has not been
independently verified by our Company, the Promoter Selling Shareholders, the Syndicate or any of their
respective affiliates or advisors. The data used in these sources may have been re-classified by us for the
purposes of presentation. Data from these sources may also not be comparable.
Further, the extent to which industry and market data set forth in this Red Herring Prospectus is meaningful
depends on the reader’s familiarity with and understanding of the methodologies used in compiling such data.
There are no standard data gathering methodologies in the industry in which we conduct our business, and
methodologies and assumptions may vary widely among different industry sources. Accordingly, no investment
decision should be made solely on the basis of such information. For further details, see the section titled “Risk
Factors - Statistical and industry data in this Red Herring Prospectus may be inaccurate, incomplete or
unreliable” on page 43.
Certain industry related information in the sections titled “Summary of Industry”, “Summary of Business”,
“Industry Overview”, “Our Business”, “Risk Factors” and “Management’s Discussion and Analysis of Financial
Condition and Results of Operation” on pages 46, 57, 115, 150, 17 and 309 respectively, have been derived
from an industry report titled “Assessment of the polymer pipes industry” dated November, 2019, prepared by
CRISIL Research (the “CRISIL Research Report”), an independent research house, pursuant to an
engagement with our Company.
The CRISIL Research Report is subject to the following disclaimer:
“CRISIL Research, a division of CRISIL Limited (CRISIL) has taken due care and caution in preparing this
report (Report) based on the Information obtained by CRISIL from sources which it considers reliable (Data).
13
However, CRISIL does not guarantee the accuracy, adequacy or completeness of the Data / Report and is not
responsible for any errors or omissions or for the results obtained from the use of Data / Report. This Report is
not a recommendation to invest / disinvest in any entity covered in the Report and no part of this Report should
be construed as an expert advice or investment advice or any form of investment banking within the meaning of
any law or regulation. CRISIL especially states that it has no liability whatsoever to the subscribers / users /
transmitters/ distributors of this Report. Without limiting the generality of the foregoing, nothing in the Report is
to be construed as CRISIL providing or intending to provide any services in jurisdictions where CRISIL does
not have the necessary permission and/or registration to carry out its business activities in this regard. Prince
Pipes and Fittings Limited will be responsible for ensuring compliances and consequences of non-compliances
for use of the Report or part thereof outside India. CRISIL Research operates independently of, and does not
have access to information obtained by CRISIL’s Ratings Division / CRISIL Risk and Infrastructure Solutions
Ltd (CRIS), which may, in their regular operations, obtain information of a confidential nature. The views
expressed in this Report are that of CRISIL Research and not of CRISIL’s Ratings Division / CRIS. No part of
this Report may be published/reproduced in any form without CRISIL’s prior written approval.”
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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”, “goal”, “expect”,
“estimate”, “intend”, “objective”, “plan”, “project”, “should”, “will”, “will continue”, “seek to”, “will pursue”
or other words or phrases of similar import. All statements contained in this Red Herring Prospectus that are not
statements of historical fact, constitute “forward-looking statements”. All statements regarding our expected
financial condition and results of operations, business, plans and prospects are forward-looking statements.
These forward looking statements include statements with respect to our business strategy, our revenue, and
profitability, our projects and other matters discussed in this Red Herring Prospectus. 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 the forward-looking statements due to risks or
uncertainties associated with the expectations with respect to, but not limited to, regulatory changes pertaining
to the industry in which our Company has businesses 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 and globally which have an impact on our business
activities or investments, the monetary and fiscal policies of India, inflation, deflation, unanticipated turbulence
in interest rates, foreign exchange rates, equity prices or other rates or prices, the performance of the financial
markets in India and globally, changes in laws, regulations and taxes, changes in competition in our industry and
incidence of any natural calamities and/or acts of violence.
Important factors that could cause actual results to differ materially from our expectations include, but are not
limited to, the following:
• reduction in the residential and non-residential construction markets;

• cessation of government schemes encouraging building of new houses and related infrastructure;
• reduction in activity in the agriculture sector;
• ability to match competition in the market;
• reduction in demand for our products due to increase in consumers’ preference for substitutes;
• increases in the cost of raw materials;
• depreciation of the Indian Rupee;
• delays or cost overruns in the setting up of our new manufacturing plant;
• outcome of outstanding litigation against our Company, our Promoters and our Directors;
• failure to successfully implement our geographical expansion plans for our Trubore brand products;
and
• inability to successfully compete in the market for DWC pipes.
For further discussion of factors that could cause our actual results to differ from our expectations, see “Risk
Factors”, “Our Business” and “Management’s Discussion and Analysis of Financial Condition and Results of
Operations” on pages 17, 150 and 309, 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.
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 our views as of the date of this Red Herring 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 the 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. None of our
Company, Directors, the Promoter Selling Shareholders, the BRLMs or 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.
15
In accordance with regulatory requirements, our Company, the Promoter Selling Shareholders and the BRLMs
will ensure that investors in India are informed of material developments from the date of registration of this
Red Herring Prospectus with the RoC until the Allotment.
16
SECTION II - RISK FACTORS
An investment in the Equity Shares involves a high degree of risk. Prospective investors 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. This section should be read in conjunction with
“Industry Overview”, “Our Business”, “Financial Statements” and “Management’s Discussion and Analysis of
Financial Condition and Results of Operations” on pages 115, 150, 212 and 309, respectively, before making
an investment decision in relation to the Equity Shares.
The risks and uncertainties described in this section are not the only risks that are relevant to us or the Equity
Shares. Additional risks and uncertainties not currently known to us or that we currently believe to be
immaterial may also have an adverse effect on our business, results of operations and financial condition. 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 be adversely affected and the trading price of
the Equity Shares could decline and you may lose all or part of your investment. The financial and other related
implications of risks concerned, wherever quantifiable, have been disclosed in the risk factors described below.
However, there are certain risk factors where such implications are not quantifiable and hence any
quantification of the underlying risks has not been disclosed in such risk factors.
In making an investment decision, prospective investors must rely on their own examination of us and the terms
of the Offer, including the merits and risks involved. You should consult your tax, financial and legal advisors
about the particular consequences to you of an investment in the Equity Shares.
This section 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 elsewhere in this Red Herring Prospectus.
See “Forward-Looking Statements” on page 15.
RISKS RELATING TO OUR BUSINESS AND INDUSTRY
1. Demand for our plumbing products and soil, waste and rain water (“SWR”) management products
is closely tied to the levels of residential and non-residential construction activity in India. Any
reduction in the activity in one or both of these markets could have a material adverse effect on our
business, results of operations and financial condition.
Sales of plumbing products represented 42.36%, 43.81%, 42.00% and 37.24% of our net revenue from
sale of products less excise duty (“Net Revenue from Sale of Products”) for Fiscals 2017, 2018 and
2019 and the three-month period ended June 30, 2019, respectively. Sales of SWR management
products represented 21.16%, 21.35%, 26.53% and 29.53% of our Net Revenue from Sale of Products
for Fiscals 2017, 2018 and 2019 and the three-month period ended June 30, 2019, respectively.
Demand for our plumbing products and SWR management products is closely tied to the levels of
residential and non-residential construction activity in India. Any reduction in the activity in one or
both of these markets could have a material adverse effect on our business, results of operations and
financial condition.
2. If governments cease to encourage the building of new houses and related infrastructure, it could
have a material adverse effect on our business, results of operations and financial condition.
CRISIL Research expects construction expenditure on urban infrastructure to be approximately ₹ 3.4

trillion between Fiscal 2019 and Fiscal 2024, which is 1.7 times the expenditure of the previous five
fiscal years (i.e., from April 1, 2014 to March 31, 2019). CRISIL Research expects water supply and
sanitation (“WSS”) projects to account for approximately 52% of the total urban infrastructure
investment over the next five fiscal years (i.e., from April 1, 2019 to March 31, 2024), driven primarily
by state governments and through centrally sponsored programs. Gujarat, Rajasthan, Telangana, and
Uttar Pradesh will lead state investments. Plastic pipes are primarily used in irrigation and WSS
projects. The major demand sources are public sector projects undertaken by the central, state and
municipal level bodies. According to CRISIL Research, the key growth drivers are: (a) increased
spending by state governments and municipal corporations to improve accessibility of water for an
ever-increasing population; and (b) heightened thrust, in the form of several central government-led
schemes, to augment irrigation (e.g., PMKSY), urban infrastructure (WSS schemes such as JNNURM,
17
AMRUT, Swachh Bharat Mission and Smart Cities Mission) and real estate (e.g., Housing for All
scheme). Other than government schemes, demand will also be supported by an increase in private
sector investments, primarily in the real estate sector. CRISIL Research expects demand for plumbing
pipes to grow with the rise in the construction activity in metros as well as tier-II and tier-III cities to
drive demand for plastic pipes and fittings. (Source: CRISIL Research Report). For details on these
schemes and projects, see “Industry Overview” on page 115. If the governments cease to encourage the
building of new houses and related infrastructure, it could have a material adverse effect on our
3. Demand for our products for use in irrigation is influenced by the growth of the agriculture segment
and any reduction in the activity in this segment could have a material adverse effect on our
Sales of products for use in irrigation represented 35.36%, 33.73%, 31.27% and 32.43% of our Net
Revenue from Sale of Products for Fiscals 2017, 2018 and 2019 and the three-month period ended June
30, 2019, respectively. Demand for these products is affected by the levels of the growth in the
agriculture segment in India. The level of growth in the agriculture segment is to a major extent
impacted by the monsoon each year. India gets relatively more of its agricultural produce from the
kharif season (June-September) compared to the rabi season (November-February). The impact of the
monsoon is also crucial for rabi crops as it has an impact on the ground water and also reservoirs,
which are critical for the irrigation of rabi crops. A good monsoon season typically bodes well for
farmer’s incomes and the agriculture segment, and in turn, for our business. Any reduction in the
activity in the agriculture segment could have a material adverse effect on our business, results of
operations and financial condition.
4. We engage in a highly competitive business and if we fail to compete effectively, it would have a
material adverse effect on our business, financial condition and results of operations.
The markets in which we sell our products are highly competitive and we face significant competition
from organized and unorganized pipe manufacturers. For details on our competitors, see “Our
Business–Competition” on page 164.
Competition among manufacturers in our markets is based on many factors. According to CRISIL
Research, the success of players in the industry depends on: (a) a pan-India presence; (b) size of
distribution network; (c) product portfolio; (d) the end-use sectors they cater to; and (e) presence in
pipes as well as fittings segment. (Source: CRISIL Research Report). Some of our competitors may
have access to greater financial or other resources than we do, which may afford them greater
purchasing power, greater production efficiency, increased financial flexibility or more capital
resources for expansion and improvement. Furthermore, our competitors’ actions, including expanding
manufacturing capacity, or the entry of new competitors into one or more of our markets could cause us
to lower prices in an effort to maintain our sales volume. If we fail to compete effectively, it would
have a material adverse effect on our business, financial condition and results of operations.
5. We face competition from substitutes for many of our products and if consumers’ preferences for
any of these substitutes increase it could lead to a reduction in the demand for our products, which
could have a material adverse effect on our business, financial condition and results of operations.
In addition to competition from players in the polymer pipes industry, we also face competition from
substitutes for many of our products. Our plumbing products compete with galvanized iron products,
PEX (cross-linked polyethylene) products, ABS (acrylonitrile butadiene styrene) products, MDPE
(medium density polyethylene) products and composite products. Our irrigation products compete with
HDPE (high-density polyethylene) products and concrete reinforced products. Our SWR management
products compete with concrete reinforced products, cast iron products and composite products.
Increases in consumers’ preferences for any of these substitutes could lead to a reduction in the demand
for our products, which could have a material adverse effect on our business, financial condition and
results of operations.
6. Increases in the cost of raw materials could have a material adverse effect on our results of
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Our primary raw materials comprise UPVC, CPVC, PPR and HDPE resins, which are derived from
crude oil by-products. Crude oil prices are volatile and any increases in the price of crude oil would
lead to increases in the prices of the raw materials required to manufacture our products. For details on
the raw materials used in the plastic pipes industry and recent trends in raw material prices as well as
the price of crude oil, see “Industry Overview – Raw materials for the plastic pipes industry” beginning
on page 136. The price we pay in Rupees for our raw materials is also affected by changes in the
exchange rate between the Rupee and the U.S. dollar As a result, a depreciation in the rate of exchange
of the Rupee and the U.S. dollar would lead to increases in the prices of the raw materials required to
manufacture our products.
We have not entered into any long-term supply contracts for such raw materials and, therefore, we are
subject to the risk of increases in the costs of UPVC, CPVC, PPR and HDPE resins and the
depreciation of the Rupee against the U.S. dollar. Our costs of raw materials as a percentage of our
revenue from operations is dependent on the costs of raw materials as well as the mix of products sold.
For Fiscals 2017, 2018 and 2019 and the three-month period ended June 30, 2019 our cost of materials
consumed was ₹ 8,364.74 million, ₹ 8,938.14 million, ₹ 10,728.59 million and ₹ 2,789.92 million,
respectively, representing 62.89%, 67.69%, 68.25% and 73.46% of our revenue from operations,
respectively.
The Ministry of Finance (Department of Revenue), via notification No. 33/2019-Customs (Add), dated
August 26, 2019, has announced that provisional anti-dumping duty has been imposed on CPVC,
whether or not further processed into compound, imported from China and South Korea into India for a
period of six months (unless revoked, amended or superseded earlier) from August 26, 2019. The anti-
dumping duties range from US$ 2,031 – 2,165 per tonne for resin and US$ 2,591 – 2,849 per tonne for
compound. For Fiscals 2017, 2018 and 2019 and the three-month period ended June 30, 2019, the
percentage of our pipes and fittings manufactured from CPVC was 8.75%, 9.78%, 8.92% and 7.22% of
our total production of pipes and fittings, respectively. Because of this provisional anti-dumping duty,
the prices that we pay for CPVC have increased.
If we cannot fully offset increases in the cost of raw materials, through increases in the prices for our
products, we would experience lower margins and profitability, which would have a material adverse
effect on our financial condition and results of operations.
7. Depreciation of the Rupee would adversely affect our financial condition and results of operations.
We import some of our raw material and equipment/machinery utilized in our manufacturing plants and
we also borrow from time to time in foreign currency.
For Fiscals 2017, 2018 and 2019 and the three-month period ended June 30, 2019 we imported ₹
2,546.95 million, ₹ 3,340.10 million, ₹ 5,592.09 million and ₹ 1,384.23 million equivalent of raw
materials on a CIF basis, respectively, representing 30.45%, 33.37%, 52.12% and 49.62% respectively,
of our cost of materials consumed.
Our net unhedged foreign currency exposure was ₹ 225.73 million and ₹ 51.75 million as at March 31,
2019 and June 30, 2019, respectively.
For Fiscal 2018 and the three-month period ended June 30, 2019, we incurred expenses of ₹ 24.19
million and ₹ 8.42 million for foreign currency exchange difference (net), respectively. For Fiscals
2017 and 2019, our other income included ₹ 10.09 million and ₹ 18.18 million for foreign currency
exchange difference (net), respectively.
For details of our accounting policies with respect to foreign currency transactions, see Annexure E to
the Restated Financial Statements in “Financial Statements” on page 212.
The average exchange rate per USD for Rupees (RBI reference rate) was ₹ 67.09 for Fiscal 2017, ₹
64.45 for Fiscal 2018, ₹ 69.89 for Fiscal 2019 and ₹ 69.56 for the three-month period ended June 30,
2019 based on the average of the RBI’s/Financial Benchmarks India Pvt. Ltd. (“FBIL”)`s official rates
for each working day of the relevant period. (Sources: www.rbi.org.in and www.fbil.org.in/).
While our principal revenues are in Rupees, since the costs of the imported raw material and plant and
19
machinery are denominated in foreign currencies, primarily in USD, any depreciation in the Rupee vis-
a-vis these foreign currencies, to the extent our exposure is unhedged, would adversely affect our
financial condition and results of operations.
In addition, a depreciation in the rate of exchange of the Rupee and the U.S. dollar would lead to
increases in the prices of the domestic raw materials required to manufacture our products. If we were
unable to pass on increases in the costs of raw materials to customers in the form of higher prices for
our products, it would adversely affect our financial condition and results of operations.
8. In relation to certain bonds issued by one of our Promoter Group entities, Express Infra Projects
LLP, our Promoters and one of our Promoter Group Entities may be required to pledge certain
Equity Shares held by them. Additionally, certain of our Promoters may be required to undertake
additional obligations, including providing a non-disposal undertaking with respect to certain of
their Equity Shares. In the event they are required to create such encumbrance and if such
encumbrance is enforced, there may be a dilution of the shareholding of our Promoters and
Promoter Group and we may face certain impediments in taking decisions on certain key strategic
matters involving our Company. As a result, we may not be able to conduct our business or
implement our strategies as currently planned, which may adversely affect our business, financial
condition and results of operations. Further, any rapid sale of Equity Shares by such third parties
may adversely affect the price of the Equity Shares.
One of our Promoter Group entities, Express Infra Projects LLP, has issued bonds aggregating up
to ₹ 2,000 million, of which ₹ 1,915.00 million was outstanding as at October 31, 2019. For securing
these bonds, our Promoters, Jayant Shamji Chheda, Tarla Jayant Chheda, Parag Jayant Chheda, Vipul
Jayant Chheda and Heena Parag Chheda, and one of our Promoter Group entities, Jayant Shamji
Chheda HUF, had pledged certain Equity Shares (in their capacity as first holders or second holders of
such Equity Shares) aggregating 35% of the Equity Share capital of our Company on a fully diluted
basis, with IDBI Trusteeship Services Limited, acting as a trustee on behalf of the bondholders.
Further, Parag Jayant Chheda and Vipul Jayant Chheda (along with such Shareholders holding Equity
Shares jointly with them as second joint Shareholders) had provided a non-disposal undertaking in
relation to additional Equity Shares aggregating 16% of the Equity Share capital of our Company on a
fully diluted basis. For details in relation this arrangement, see “History and Certain Corporate Matters
– Material Agreements – Other Agreements” on page 178. The pledge as well as the non-disposal
undertaking were released prior to the filing of this Red Herring Prospectus, in accordance with the
letter dated November 29, 2019 from IDBI Trusteeship Services Limited. However, in the event the
Promoter Selling Shareholders are unable to fully repay the outstanding amounts for these bonds from
the proceeds of the Offer for Sale within 2 business days of (i) the credit of proceeds of the Offer in the
public offer account opened in relation to the Offer; or (ii) the receipt of the final listing and trading
approvals for the Equity Shares from the Stock Exchanges, whichever is later, they are required to,
subject to applicable law, (i) create first ranking exclusive security interest over certain immovable
properties of the Promoters for the benefit of the bondholders, such that the ratio of the market value of
such immovable properties to the aggregate amounts outstanding in relation to the Bonds is at least
2.5:1; (ii) re-create the pledge and provide the non-disposal undertaking (including making relevant
filings with the depository) over such number of Equity Shares and in such form and manner as may be
satisfactory to the bondholders; and (iii) execute such further documentation as may be required.
In the event the Promoters are required to undertake the actions mentioned above, any default of the
arrangement pursuant to which the Equity Shares were encumbered may entitle the bondholders to
enforce the encumbrance over these Equity Shares. If this happens, the shareholding of the Promoter
and Promoter Group may reduce and as a result of which we may face certain impediments in taking
decisions on certain key strategic matters. As a result, we may not be able to conduct our business or
implement our strategies as currently planned, which may adversely affect our business, financial
condition and results of operations. Further, any rapid sale of Equity Shares by such third parties may
adversely affect the price of the Equity Shares.
9. Three of our Promoters have given personal guarantees in relation to certain debt facilities obtained
by our Company. Certain of our Promoters have given personal guarantees and/or acted as co-
borrowers in relation to certain loans and a debt facility obtained by our Group Companies,
Promoter Group Companies and/or other Promoters. In the event our Company, Group Companies,
Promoter Group Companies or other Promoters default on any of these loan obligations, these
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personal guarantees may be invoked by the lenders or the co-borrowed amount may be called for
repayment, as applicable, thereby adversely affecting these Promoters’ ability to manage the affairs
of our Company and this in turn could adversely affect our business, prospects, financial condition
and results of operations.
Three of our Promoters, Jayant Shamji Chheda, Parag Jayant Chheda and Vipul Jayant Chheda, have
given personal guarantees in relation to (a) a working capital and term loan for our Company from a
consortium of banks led by the Standard Chartered Bank, the amount of guarantees provided was ₹
6,074.70 million as at October 31, 2019 and (b) a facility for forward booking of foreign exchange for
our Company from Standard Chartered Bank, the amount of guarantees provided was ₹ 55.00 million
as at October 31, 2019. In the event our Company defaults on these debt obligations, the guarantees
may be invoked by our lenders. In the event these Promoters do not have other assets to satisfy their
obligations under the guarantees, they may be required to sell some or all of their Equity Shares, which
could thereby adversely affect these Promoters’ ability to manage the affairs of our Company. This in
turn could adversely affect our business, prospects, financial condition and results of operations. In
addition, the price of our Equity Shares post listing on the Stock Exchanges could be adversely affected
by the sale of these Equity Shares. Further, in the event that any of these guarantees are revoked by
these Promoters, our lenders may require alternate guarantees, repayment of amounts outstanding under
the aforesaid facilities, or they may even terminate such facilities. We may not be able to procure other
guarantees satisfactory to the lenders, and as a result may need to repay outstanding amounts under
such facilities or seek additional sources of capital, which could adversely affect our financial condition
and cash flows.
The details of sanctioned loans and debt facilities obtained by our Group Companies, Promoter Group
Companies and/or other Promoters as at October 31, 2019 against which our Promoters have provided
personal guarantees and/or acted as co-borrowers are set forth in the table below.
Amount
sanctioned as
at October 31,
2019
(in ₹ million)
Guarantor(s) Co-borrower(s) Borrower Lender
Jayant Shamji - Express Infra IDBI Trusteeship 2,000.00
Chheda, Parag Projects LLP Services Limited, as
Jayant Chheda, trustee on behalf of the
Vipul Jayant bondholders
Chheda and Tarla
Jayant Chheda
- Jayant Shamji Vipul Jayant Bank of Baroda 44.00
Chheda and Chheda
Ashwini Chheda
Tarla Jayant Mr. Jayant Shamji Vipul Jayant Bank of Baroda 25.00
Chheda Chheda and Chheda
Ashwini Chheda
- Jayant Shamji Vipul Jayant Bank of Baroda 20.00
Chheda and Chheda
Ashwini Chheda
Jayant Shamji - Pinnacle Realty Kotak Mahindra Bank 200.00
Chheda, Parag Projects Private Limited
Jayant Chheda and Limited
Vipul Jayant
Chheda
- Parag Jayant Jayant S. Chheda Kotak Mahindra Bank 122.50
Chheda and Tarla Limited
Jayant Chheda
Jayant Shamji - Arena Enterprise Standard Chartered 1,459.42
Chheda and Vipul Bank
Jayant Chheda
Jayant Shamji Jayant Shamji Ellora Chemical ICICI Bank Limited 87.50
Chheda. Chheda Works
Vipul Jayant Vipul Jayant Albright Standard Chartered 10.50
Chheda Chheda Aluminium Bank
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Industries
Total 3,968.92
In event of default on any of the loan obligations, the guarantees may be invoked by the lenders or the
co-borrowed amount may be called for repayment, as applicable. In the event the Promoters do not
have other assets to satisfy their obligations, they may be required to sell some or all of their Equity
Shares, which could thereby adversely affect the Promoters’ ability to manage the affairs of our
Company. This, in turn, could adversely affect our business, prospects, financial condition and results
of operations. In addition, the price of our Equity Shares post listing on the Stock Exchanges could be
adversely affected by the sale of Equity Shares by the Promoters.
10. There are outstanding litigations against our Company, certain of our Promoters and our Directors
and any adverse outcome in any of these litigations could have an adverse impact on our business,
results of operations and financial condition.
Two of our Promoters, Jayant Shamji Chheda, who is also our Chairman and Managing Director, and
Heena Parag Chheda, are also partners in M/s Aditya Developers (“Aditya”), a partnership firm that
forms a part of our Promoter Group, in which they each own a 10% interest. Aditya had entered into a
joint venture agreement dated December 30, 2010 (“JV Agreement”) with Montana Developers
Private Limited (“Montana”). Montana initiated arbitration proceedings (“Claim”) against Aditya and
its partners, including Jayant Shamji Chheda and Heena Parag Chheda, seeking, inter alia, specific
performance of all the obligations under the JV Agreement along with damages from Aditya and its
partners. For further details, see “Outstanding Litigation and Material Developments–Litigation
involving our Promoter –Other material litigation outstanding against our Promoters” on page 344.
Further, Montana also filed a criminal complaint (“Complaint”) before the Additional Chief
Metropolitan Magistrate, 37th Esplanade, Mumbai court, against Aditya and its partners, including,
Jayant Shamji Chheda and Heena Parag Chheda, alleging (i) misrepresentation of certain material
information in relation to the subject matter of the JV Agreement leading to fraudulent inducement to
enter into the JV Agreement and making an interest free deposit of ₹ 462.50 million to Aditya; and (ii)
forgery of a letter from Montana, countersigned by two of the partners of Aditya on behalf of Aditya,
mutually terminating the JV Agreement. For further details, see “Outstanding Litigation and Material
Developments–Litigation involving our Promoters–Outstanding criminal litigation involving our
Promoters” on page 344. We cannot assure you that an adverse order in relation to the Claim will not
be passed against two of our Promoters, Jayant Shamji Chheda, who is also our Chairman and
Managing Director, and Heena Parag Chheda, for which they may be jointly and severally be subjected
to pay damages to the full extent as claimed by Montana, i.e., up to ₹ 9,046.40 million, along with
applicable interest, nor can we assure you that they will not be held liable pursuant to the Complaint,
which may result in punishment under the relevant provisions of applicable criminal laws, including
imprisonment and/or fine. In addition to the above, the Claim and Complaint could also have an
adverse effect on the reputation and financial condition of Jayant Shamji Chheda and Heena Parag
Chheda and have an impact on their ability to serve our Company.
In addition to the above legal proceedings, our Company, certain of our Promoters and Directors are
currently involved in certain other legal proceedings. These legal proceedings are pending at different
levels of adjudication before various courts and tribunals.
The summary of outstanding litigation in relation to criminal matters, direct tax matters, indirect tax
matters and actions by regulatory/ statutory authorities against our Company, certain of our Promoters
and Directors have been set out below. Further, the summary of the outstanding matters also include
other outstanding matters pending against our Company, certain of our Promoters and Directors that
exceed the applicable materiality threshold as determined by our Board.
Litigation against our Company
Nature of the cases No. of cases outstanding Amount involved

(in ₹ million)
Direct tax matters 9 25.54
Indirect tax matters 1 0.38
22
(in ₹ million)
Other matters exceeding ₹ 8.34 million or other 3 0
material litigation
Pending Action by statutory or regulatory 3 -
authorities
Litigation against certain of our Promoters/Directors

(in ₹ million)
Direct tax matters 10 112.52
Criminal proceedings 2 -
Other matters exceeding ₹ 8.34 million or 3 9,046.40
other material litigation
Pending Action by statutory or regulatory 4 -
authorities
For further details, see “Outstanding Litigation and Material Developments” beginning on page 340.
Decisions in any of the aforesaid proceedings adverse to our interests may have a material adverse
effect on our business, future financial performance and results of operations. If the courts or tribunals
rule against our Company or our Promoters and Directors, we may face monetary and/or reputational
losses and may have to make provisions in our financial statements, which could increase our expenses
and our liabilities.
11. Our Company, the Book Running Lead Managers, and certain others have received complaints in
relation to non-disclosure of certain litigation in the Draft Red Herring Prospectus and Erstwhile
DRHP.
Our Company, the Book Running Lead Managers, and certain others have received complaints
(“Complaints”) from Montana Developers Private Limited (“Montana’) and Radon Developer Private
Limited (“Radon”) in respect of the Draft Red Herring Prospectus and the Erstwhile DRHP, alleging,
among other things, the non-disclosure of pending litigation involving (i) Montana and Radon, and M/s
Aditya Developers (“Aditya”) and its partners, including Jayant Shamji Chheda and Heena Parag
Chheda, two of our Promoters, in the Erstwhile DRHP; and (ii) Montana and Radon, and Aditya and its
partners, in the DRHP. The complaints also alleged non-disclosure of certain other cases involving
Aditya including cases filed by Radon and cases filed by and against slum dwellers. For further details
in relation to these Complaints, along with details of litigation involving our Promoters and one of our
Promoter Group entities please see “Outstanding Litigation and Material Developments” beginning on
page 340 and “–There are outstanding litigations against our Company, certain of our Promoters and
our Directors and any adverse outcome in any of these litigations could have an adverse impact on our
business, results of operations and financial condition” on page 22.
12. We plan to use ₹ 1,840.00 million of the Net Proceeds of the Fresh Issue and the proceeds from the
Pre-IPO Placement towards setting up a new plant in Telangana, either directly by our Company or
indirectly through a wholly owned subsidiary of our Company, with an estimated total cost ₹
1,961.01 million. The estimated cost of setting up the new Telangana plant has not been appraised
by any bank or financial institution. We are yet to obtain certain consents and acknowledgements
from various regulatory authorities in relation to setting up and operation of our proposed new
manufacturing plant. If there are delays or cost overruns in the setting up of this new plant, it would
have an adverse effect on our business, financial condition, results of operations and growth
prospects.
We plan to use ₹ 1,840.00 million of the Net Proceeds of the Fresh Issue and the proceeds from the
Pre-IPO Placement towards setting up a new plant in Sadashivpet Mandal, district of Sangareddy,
Telangana, which may be undertaken directly by our Company, or indirectly, through a subsidiary of
our Company. The estimated total cost for the setting up of the plant in Telangana is ₹ 1,961.01
million, out of which we have already paid ₹ 121.01 million for the land, including registration cost,
23
stamp duty and other expenses. The fund requirement mentioned as part of the Objects of the Offer is
based on quotations received from vendors as well as internal management estimates and has not been
appraised by any bank or financial institution. This is based on current conditions and is subject to
change in light of changes in external circumstances, costs, other financial conditions or business
strategies and the passage of time. Also, if we engage someone other than an identified vendor, such
vendor’s quotation may differ from the current quotation. Subject to applicable laws, we may have to
revise our funding requirements, including increasing or decreasing expenditure for the new plant in
Telangana and deployment on account of a variety of factors. We have acquired the land to set up this
plant, but we are yet to place orders for construction of the plant or for the machinery for the plant. For
further details, see “Objects of the Offer–Financing the project cost towards establishment of a new
manufacturing facility” and “Our Business–Proposed New Plant” on pages 101 and 158, respectively.
As a consequence of any increased costs or delays in implementation, the actual costs to set up this new
plant may be higher than our management’s estimates, as a result of which, our financial condition and
results of operations and cash flows could be materially and adversely impacted.
We are yet to obtain certain consents and acknowledgements from various regulatory authorities in
relation to the setting up and operation of our proposed new manufacturing plant. For details, see
“Government and Other Approvals–Approvals applied for but not received” on page 354, respectively.
We cannot assure you that we will be able to obtain the consent and acknowledgements from the
regulatory authorities in a timely manner or at all and any delays in getting the required approvals
could give rise to cost overruns and delays in our implementation schedules. No assurance can be given
that at the time of grant of consent, the regulatory authorities will not impose any restrictions on us.
Further, there could be delays in setting up the new plant as a result of, among other things,
contractors’ failing to perform, unforeseen engineering problems, disputes with workers, or force
majeure events, any of which could give rise to cost overruns and delays in our implementation
schedule.
If the construction of the new plant is subject to time and/or cost overruns, it could have an adverse
effect on our business, results of operations, financial condition and growth prospects.
13. If we are unable to successfully implement our geographical expansion plans for our Trubore brand
products, it could have a material adverse effect on our growth prospects, financial condition and
results of operations.
We currently market and sell our Trubore brand products in South India, primarily in Tamil Nadu. For
Fiscals 2017, 2018 and 2019 and the three-month period ended June 30, 2019 sales of Trubore brand
products in Tamil Nadu represented 82.43%, 78.89%, 79.60% and 76.18% of our total revenue from
sale of products for our Trubore brand products, respectively. We plan to increase sales of our Trubore
brand products by increasing our marketing efforts and the number of wholesalers and retailers for our
Trubore brand products. We plan to do this initially in all other states in South India and then gradually
do this in North, East and West India, thereby making our Trubore brand a pan-India brand in the next
three or four years. There can be no assurance that we will be able to successfully implement our
geographical expansion plans for our Trubore brand products and if we are unable to do so, it could
have a material adverse effect on our growth prospects, financial condition and results of operations.
14. In the fourth quarter of Fiscal 2018, we entered the HDPE segment with double wall corrugated
(“DWC”) pipes. If we are unable to successfully compete in the market for DWC pipes, it could have
a material adverse effect on our growth prospects, results of operations and financial condition.
In the fourth quarter of Fiscal 2018, we expanded the reach of our products for application in
underground drainage by entering the HDPE segment with DWC pipes when our Haridwar plant began
producing DWC pipes with one machine that has an installed capacity of 8,820 tonnes per annum (as at
October 31, 2019). We have subsequently installed two machines to produce DWC pipes in our
Chennai plant; one in July 2018 with an installed capacity of 8,820 tonnes per annum (as at October 31,
2019), and another in October 2018 with an installed capacity of 5,544 tonnes per annum (as at October
31, 2019). In addition, in October 2018 we installed a machine for manufacturing DWC pipes that has
an installed capacity of 13,440 tonnes per annum (as at October 31, 2019) in our Dadra plant. Our
contract manufacturer in Aurangabad (Maharashtra) began production of DWC pipes for us in June
2018 using a machine owned by us that has an installed capacity of 5,544 tonnes per annum (as at
24
October 31, 2019). For Fiscals 2018 and 2019 and the three-month period ended June 30, 2019, our Net
Revenue from Sale of Products from sales of DWC pipes was ₹ 26.96 million, ₹ 467.06 million and ₹
76.20 million, respectively, which represented 0.21%, 2.99% and 2.01% of our Net Revenue from Sale
of Products for those periods, respectively. If we are unable to successfully compete in the market for
DWC pipes, it could have a material adverse effect on our growth prospects, results of operations and
15. The use of the words “Prince” in the corporate, trading or brand names or logos by certain third
parties may lead customers to confuse them with our Company, thereby diluting our brand, which
could lead to our Company losing business to such competitors and could adversely affect our
goodwill. In addition, if they experience any negative publicity, it could have an adverse effect on
our reputation. Any of the foregoing could have a material adverse effect on our business, results of
Our ability to differentiate our products from our competitors’ products is a key factor in attracting
customers. We have applied to register the trademark “Prince Piping Systems” in India and have the
right to use the same as part of our trading or company name.
Until July 2014, our business was carried on under a different logo. One of our competitors, which has
the word Prince in its name, uses the old logo we used to use. The chairman of that company is related
to our Promoters. In July 2014, we changed our Company logo to Prince Piping Systems in order to
further distinguish our Company from that company.
Another company that is in the business of manufacturing and trading in PVC pipes uses the brand
“Prince Platinum”, which may lead to confusion in the minds of consumers.
The use of the word “Prince” in the corporate, trading or brand names of third parties, especially in
related businesses, as well as continued use of our old logo by one of our competitors, may lead
customers to confuse them with our Company, which might lead to our Company losing business to
such competitors and might adversely affect our goodwill. In addition, if they experience any negative
publicity, it could have an adverse effect on our reputation, all of which could have a material adverse
effect on our business, results of operations and financial condition.
16. If we are unable to protect our intellectual property against third party infringement or are found to
infringe on the intellectual property rights of others, it could have a material adverse effect on our
We rely on a combination of trademarks and other unregistered rights to protect our rights to our
brands and products. For details, see “Our Business–Intellectual Property” on page 163.
We have applied for registration of the Prince Piping Systems’ logo as a trademark. We have also
applied for registering the Prince Piping Systems logo in Hindi, Assamese, Gujarati, Kannada, Oriya,
Tamil and Telugu. However, there have been competing claims to it due to pending applications,
involving our Company and another company with the word “Prince” in its name in this regard and
objections have been raised in regard to our application. We cannot assure that we will be granted these
trademarks.
We have applied to register the Prince Piping Systems logo as a trademark in Bangladesh, Nepal,
Pakistan and Sri Lanka. A cautionary notice in relation to the Prince Piping Systems logo has been
published for our trademark in the Maldives. We cannot assure that we will succeed in procuring these
trademarks.
As noted above in “–The use of the words “Prince” in the corporate, trading or brand names or logos
by certain third parties may lead customers to confuse them with our Company, which could lead to
our Company losing business to such competitors and could adversely affect our goodwill. In addition,
if they experience any negative publicity, it could have an adverse effect on our reputation. Any of
foregoing could have a material adverse effect on our business, results of operations and financial
condition” on page 25, certain third parties are using “Prince” in their logo, corporate, trading and/or
brand names.
We also rely on product, industry, manufacturing and market “know-how” that cannot be registered
25
and is not subject to any confidentiality or nondisclosure clauses or agreements.
We cannot guarantee that any of our registered or unregistered intellectual property rights or our know-
how, or claims thereto, will now or in the future successfully protect what we consider to be the
intellectual property underlying our products and business, or that our rights will not be successfully
opposed or otherwise challenged. We also cannot guarantee that each application filed with respect to
our brand names or any new technology will be approved. For example, our application for registration
of the Prince Zero Defect logo under classes 11 and 17 were rejected by the Trademarks Registry. To
the extent that our innovations, products and names are not protected by trademarks or other
intellectual property rights, third parties, including competitors, may be able to commercialize our
innovations or products or use our know-how. Additionally, we may in the future face claims that we
are infringing the intellectual property rights of others. If any of our products are found to infringe the
trademarks or other intellectual property rights of others, our manufacture and sale of such products
could be significantly restricted or prohibited and we may be required to pay substantial damages or
on-going licensing fees. If we are unable to protect our intellectual property rights or are found to
infringe on the intellectual property rights of others, it could have a material adverse effect on our
17. Negative publicity about our Company, the Prince Piping Systems brand, the Trubore brand, our
products or the celebrity fronting the Prince Piping Systems brand campaign could adversely affect
our reputation and thereby our business and results of operations.
Our business is dependent on the trust our customers have in the quality of our products, the Prince
Piping Systems brand and the Trubore brand. As a part of our marketing strategy, in June 2018 we
rolled out an advertising campaign for our Prince Piping Systems brand with a celebrity fronting the
campaign. Any negative publicity regarding our Company, our brands, our products or the celebrity
fronting the Prince Piping Systems brand campaign could adversely affect our reputation and thereby
our business and our results of operations.
18. If we are unable to estimate the demand for our products and thereby effectively manage our
inventory it could have an adverse effect on our business, results of operations and financial
condition.
The success of our business depends to a major extent on our ability to estimate the demand for our
products so as to effectively manage our inventory. We have implemented a demand planning and
inventory management system, including automated inventory tracking and auto replenishment at our
warehouses based on norms. If we underestimate demand for our products we would manufacture
fewer quantities of products than required, which would result in the loss of business. If we
overestimate the demand for our products it will result in additional storage costs and such surplus
stock may not be sold in a timely manner, or at all. If we are unable to estimate the demand for our
products and thereby effectively manage our inventory it could have an adverse effect on our business,
results of operations and financial condition.
19. We have high working capital requirements. If we are unable to borrow funds to meet our working
capital requirements, it could have a material adverse effect on our business, results of operations
and financial condition.
Our business requires a significant amount of working capital. We generally purchase our raw
materials from domestic suppliers on credit terms of less than a week and we purchase imported raw
materials on credit terms of 90-150 days. The majority of our sales are to distributors on an open credit
basis, with standard payment terms of generally between 15-30 days. Therefore, we use working
capital facilities to fund the timing difference between the payment for our raw materials and the
receipt of payment for our manufactured products.
We meet our requirement for working capital through banking facilities and internal accruals. As at
October 31, 2019, we had ₹ 1,532.31 million of outstanding fund based debt and ₹ 1,745.30 million of
outstanding non-fund based debt for working capital purposes. If we are unable to borrow funds to
meet our working capital requirements, it could have a material adverse effect on our business, results
of operations and financial condition.
26
20. If we do not comply with covenants and conditions under our borrowing arrangements it could lead
to termination of our credit facilities, accelerated repayment of all amounts due thereunder,
enforcement of any security provided and the trigger of cross default provisions. Any of the above
actions taken by the relevant lender could have a material adverse effect on our credit ratings,
financial condition, results of operations and cash flows.
As at October 31, 2019, we had ₹ 3,078.46 million of outstanding fund based debt and ₹ 1,745.30
million of outstanding non-fund based debt. Our debt facilities contain a number of significant
restrictions and covenants that generally restrict our business and limit our ability to, among other
things:
• alteration of our capital structure in any manner;

• making changes to our management set-up;
• effecting any amalgamation, merger, reconstruction or consolidation;
• amending the documents in relation to the constitution of our Company;
• effecting any change in ownership or shareholding pattern;
• creation of further charge, lien or encumbrance on assets hypothecated with our lenders;
• undertaking new projects or implementing any scheme of expansion/diversification, or
incurring capital expenditure, except as provided for in the funds flow statement submitted by
our Company to the lender;
• investment by way of share capital in or lend or advance to or place deposits with any other
entity;
• undertaking guarantee obligations on behalf of any other lender or any third party;
• declaring dividends; and
• declaring dividends except out of profits relating to that year after making all due and
necessary provisions.
See “Financial Indebtedness” on page 337 for additional information regarding the covenants and
other terms of our debt facilities. These and other similar provisions in these and other documents
could have adverse consequences on our business because they limit our ability to take these actions
even if we believe that a specific transaction would contribute to our future growth or improve our
results of operations. For example, these restrictions could limit our flexibility in planning for or
reacting to changes in our business and our industry, thereby inhibiting our ability to react to markets
and potentially making us more vulnerable to downturns. These restrictions could also require that,
based on our level of indebtedness, a significant portion of our cash flow from operations be used to
make interest payments, thereby reducing the cash flow available for working capital, to fund capital
expenditures or other corporate purposes and to generally grow our business. Furthermore, these
restrictions could prevent us from pursuing a strategic transaction that we believe is in the best interests
of our Company.
Our ability to comply with these provisions may be affected by events beyond our control. A failure to
observe the covenants under our financing arrangements or to obtain necessary consents or serve the
required notices of intimation may lead to the termination of our credit facilities, acceleration of all
amounts due under such facilities and the enforcement of any security provided. Any acceleration of
amounts due under such facilities may also trigger cross default provisions under our other financing
agreements. If the obligations under any of our financing documents are accelerated, we may have to
dedicate a substantial portion of our cash flow from operations to make payments under such financing
documents, thereby reducing the availability of cash for our working capital requirements and other
general corporate purposes. Further, during any period in which we are in default, we may be unable to
raise, or face difficulties raising, further financing. Any of these circumstances could adversely affect
our business, credit ratings, financial condition, results of operations and cash flows.
21. Any increase in interest rates would have an adverse effect on our results of operations.
As at October 31, 2019, we had ₹ 3,069.53 million of outstanding fund-based debt that was subject to
floating rates of interest, representing 99.71% of our total outstanding fund based debt as at that date.
Any increase in interest rates would increase the interest costs of such loans and would adversely affect
our results of operations. In addition, if interest rates increase, our interest payments will increase and
our ability to obtain additional debt and non-fund-based facilities could be adversely affected with a
27
concurrent adverse effect on our business, financial condition and results of operations.
22. Any downward revision of our credit ratings could result in an increase in the interest rates we pay
on any new borrowings and could decrease our ability to borrow as much money as we require to
finance our business.
Our current credit ratings are CARE BBB+ (Stable) for long-term bank facilities and CARE A3+ for
short-term bank facilities. Further, the table below sets forth our credit ratings since July 2013:
Long-Term Rating
Month/Year Rating Agency Short-Term Rating (Outlook)
July 2013 ICRA Rating A3 BBB-(Stable)
February 2014 ICRA Rating A3 BBB-(Stable)
December 2014 ICRA Rating A3 BBB-(Stable)
January 2016 CARE Ratings A3 BBB
November 2016 CARE Ratings A3+ BBB+
February 2018 CARE Ratings A3+ BBB+(Positive)
July 2018 CARE Ratings A3+ BBB+(Stable)
April, 2019 CARE Ratings A3+ BBB+(Stable)
In July 2018, CARE Rating changed its outlook on its BBB+ rating of our long-term debt from
‘Positive’ to ‘Stable’. According to CARE Rating, a ‘Positive’ outlook indicates an expected upgrade
in the credit ratings in the medium term on account of expected positive impact on the credit risk
profile of the entity in the medium term whereas a ‘Stable’ outlook would indicate expected stability
(or retention) of the credit ratings in the medium term on account of stable credit risk profile of the
entity in the medium term.
Any downward revision of our credit ratings could result in adverse changes to the terms of new
borrowings, including, but not limited to, an increase in the interest rates we pay on any new
borrowings and could decrease our ability to borrow as much money as we require to finance our
business, which could have a material adverse effect on our business, financial condition and results of
operations.
23. Credit and non-payment risks of our distributors could have a material adverse effect on our
business, financial condition and results of operations.
The majority of our sales are to distributors on an open credit basis, with standard payment terms of
generally between 15-30 days. While we generally monitor the ability of our distributors to pay these
open credit arrangements and limit the credit we extend to what we believe is reasonable based on an
evaluation of each distributor’s financial condition and payment history, we may still experience losses
because of a distributor being unable to pay. As a result, while we maintain what we believe to be a
reasonable allowance for doubtful receivables for potential credit losses based upon our historical
trends and other available information, there is a risk that our estimates may not be accurate. As at June
30, 2019, our total trade receivables amounted to ₹ 1,904.77 million, out of which ₹ 59.91 million was
outstanding for a period exceeding six months. If we are unable to collect distributor receivables or if
the provisions for doubtful receivables are inadequate, it could have a material adverse effect on our
In addition, we have executed a first loss default guarantee in favour of Yes Bank Limited for ₹ 850.00
million and an undertaking to reimburse defaulted amounts in favour of ICICI Bank Limited for ₹
500.00 million, pursuant to which we have guaranteed the repayment of amounts owed to these banks
for loans taken out by our customers for the payment of the purchase price of our products. Therefore,
if our customers default on their payment obligations to these banks under these facilities, it could have
a material adverse effect on our business, financial condition and results of operations. As at June 30,
2019, the amount outstanding on the above-mentioned loan facilities was ₹ 671.19 million.
28
24. We have entered into and may continue to enter into related party transactions in the future. There
can be no assurance that such transactions, individually or in the aggregate, will not have an
adverse effect on our financial condition and results of operations.
Our Company has entered into certain related party transactions with our Promoters/Promoter
Group/Group Entities/Key Managerial Personnel. For Fiscals 2017, 2018 and 2019 and the three-
month period ended June 30, 2019, the amount of such transactions was ₹ 3,504.02 million, ₹ 2,326.69
million, ₹ 372.04 million and ₹ 210.62 million respectively, representing 26.35%, 17.62%, 2.37% and
5.55% of our Revenue from Operations, respectively. For further details, see Note 36 in Annexure G to
the Restated Financial Statements in “Financial Statements” on page 212.
Our Promoters and Key Managerial Personnel may be deemed to be interested in the benefits derived
by them from their directorship in our Company and other benefits arising from transactions entered
into between our Company and themselves or their relatives as well as between our Company and our
Group Companies. While we believe that all such transactions have been conducted on an arm’s length
basis, there can be no assurance that our Company could not have achieved more favourable terms had
such transactions not been entered into with related parties. Furthermore, our Company expects to enter
into related party transactions in the future.
25. Some of our Promoters and their relatives may have interest in us other than normal remuneration
benefits or reimbursements of expenses incurred.
In addition to the respective shareholding of our Promoters in our Company, and any remuneration,
benefits or reimbursements, our Promoters and their relatives may have certain interests in us. Our
Company has entered into:
(a) Leave and license agreement between Jayant Shamji Chheda, Tarla Jayant Chheda and our
Company for lease of the premises situated at Flat No. 10-A, 10th Floor, “Mont Blanc” Building, 550,
Jam e-Jamshed Road, Matunga, Mumbai – 400 019 measuring approximately 1,271.77 square feet for
a period of five years from March 1, 2013 to February 28, 2018. The agreement was renewed for a
period of five years from March 1, 2018 to February 28, 2023. In terms of the renewed lease
agreement, our Company is required to pay ₹ 0.19 million per month to Jayant Shamji Chheda and ₹
0.19 million per month to Tarla Jayant Chheda starting from March 1, 2018. The rent is subject to an
annual increase of five percent.
(b) Leave and license agreement between Parag Jayant Chheda and our Company for lease of the
premises situated at Flat No. 10-B, 10th Floor, “Mont Blanc” Building, 550 Jam e-Jamshed Road,
Matunga, Mumbai – 400019 measuring approximately 1,049.81 square feet for a period of five years
from March 1, 2013 to February 28, 2018. The agreement was renewed for a period of five years from
March 1, 2018 to February 28, 2023. In terms of the renewed lease agreement, our Company is
required to pay ₹ 0.38 million per month to Parag Jayant Chheda starting from March 1, 2018. The rent
is subject to an annual increase of five percent.
(c) Leave and license agreement between Vipul Jayant Chheda, Ashwini Vipul Chheda and our
Company for lease of the premises situated at Flat No. 1004-A, 1004-B, 1004-C, 10th Floor, Springs I,
Bombay Dyeing Spring Mill Compound/New Island City Centre, Dadar (East), Mumbai – 400014
measuring approximately 2,400.69 square feet for a period of five years from March 1, 2013 to
February 28, 2018. The agreement was renewed for a period of five years from March 1, 2018 to
February 28, 2023. In terms of the renewed lease agreement, our Company is required to pay ₹ 0.38
million per month to Vipul Shamji Chheda and ₹ 0.38 million per month to Ashwini Vipul Chheda
starting from March 1, 2018. The rent is subject to an annual increase of five percent.
(d) Memorandum of understanding entered between Prince Marketing and our Company for the
premises situated on the 8th floor of The Ruby, 29 Senapati Bapat Marg, Dadar (West), Mumbai –
400028. The partners of Prince Marketing are Jayant Shamji Chheda, Parag Jayant Chheda, Vipul
Jayant Chheda, Tarla Jayant Chheda, Heena Parag Chheda and Ashwini Vipul Chheda. In terms of the
agreement, Prince Marketing agreed to sell the premises to our Company for a total consideration of ₹
545.50 million, out of which ₹ 400.00 million has been paid as at June 30, 2019. Further, pursuant to an
agreement dated November 26, 2019 entered into between our Company, our Promoters and Prince
Marketing, our Promoters have undertaken to settle the outstanding amounts equivalent to ₹400.00
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million (“Advance Amount”) with our Company, in the event Prince Marketing fails to repay the
Advance Amount to our Company. For further details, please see “Our Management – Interest of
Directors – Interest in Property” on page 186.
The rental amounts for the properties referenced in (a), (b) and (c) above were based on our enquiries
with several real estate brokers providing services in the above-mentioned localities. The purchase
price for the property referenced in (d) above was determined based on a valuation report as at
December 24, 2016, which was ₹ 440.40 million, and accounting for appreciation of the property value
due to the passage of time.
(e) Leave and license agreement between Albright Aluminium Industries (through its partner
Vipul Jayant Chheda) (“Lessor”), a firm forming part of our Promoter Group, and our Company for
lease of our Registered Office for a period of nine years from August 1, 2009 to July 31, 2018 for a
consideration of ₹2,500 per month, including utility charges, which was waived by the Lessor by way
of a letter dated October 6, 2018. The agreement was renewed for a period of five years from August 1,
2018 to July 31, 2023. In terms of the renewed lease agreement, our Company is required to pay
₹2,000 per month to the Lessor, excluding any applicable goods and service tax.
26. We are unable to trace certain corporate records pertaining to the build-up of Equity Shares held by
certain of our Promoters. Certain statutory filings made by our Company contain
discrepancies/errors with respect to allotment of Equity Shares. We cannot assure you that our
Company will not be subjected to any liability on account of such discrepancies.
We manage our internal compliance by monitoring and evaluating internal controls and ensuring all
applicable statutory and regulatory compliances. However, there can be no assurance that deficiencies
in our internal controls will not arise, or that we will be able to implement, and continue to maintain,
adequate measures to rectify or mitigate any such deficiencies in our internal controls, in a timely
manner or at all. For instance, there have been in the past certain errors in statutory filings and
corporate records/statutory registers relating to certain allotments of Equity Shares to joint holders
Parag Jayant Chheda and Heena Parag Chheda, instead of Parag Jayant Chheda and Tarla Jayant
Chheda. Although the above discrepancies and errors were inadvertent, there can be no assurance that
our Company will not be subjected to any liability on account of these discrepancies and errors. As we
continue to grow, there can be no assurance that such deficiencies in our internal controls will not arise,
giving rise to recurrences of such discrepancies / errors that could subject our Company to the
applicable consequences under the Companies Act, which could adversely affect our business and
reputation.
27. Our performance depends to a large extent on the efforts and abilities of our Key Managerial
Personnel. The loss of or diminution in the services of one or more of our Key Managerial
Personnel could have a material adverse effect on our business, financial condition and results of
operations.
Our performance depends to a large extent on the efforts and abilities of our Key Managerial
Personnel. For details in relation to the experience of our Key Managerial Personnel, see “Our
Management” on page 181. Our future success will to a large extent depend on our ability to retain our
Key Managerial Personnel. We do not have any key man insurance policy in place for our Key
Managerial Personnel. The loss of or diminution in the services of one or more of our Key Managerial
Personnel could have a material adverse effect on our business, financial condition and results of
operations.
28. Any failure to retain and attract additional skilled employees, particularly engineering and technical
personnel, could have a material adverse effect on our business, financial condition and results of
operations.
Our success depends in part on our ability to retain and attract additional skilled employees,
particularly engineering and technical personnel. Without a sufficient number of skilled employees, our
operations and manufacturing quality could suffer. Our experienced sales team has also developed a
number of meaningful customer relationships that would be difficult to replace. Competition for
qualified technical personnel and operators as well as sales personnel with established customer
relationships is intense, both in retaining our existing employees and when replacing or finding
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additional suitable employees. Any failure to retain and attract additional skilled technical or sales
personnel could have a material adverse effect on our business, financial condition and results of
operations.
29. Delays or outages in our information technology (“IT”) systems and computer networks could have
a material adverse effect on our business, financial condition and results of operations. In addition,
we are dependent on various external vendors for certain elements of our operations and if they fail
to fulfil their contractual obligations to us, it could have a material adverse effect on our business,
Our sales and service activities and to a lesser extent our manufacturing plants depend on the efficient
and uninterrupted operation of complex and sophisticated IT systems and computer networks, which
are subject to failure and disruption. Given the volume of transactions through our online portal
‘IMON’, certain errors may be repeated or compounded before they are discovered and successfully
rectified. Our dependence upon automated IT systems to record and process transactions may further
increase the risk that technical system flaws will result in losses that are difficult to detect. As a result,
we face the risk that the design of our controls and procedures may prove inadequate thereby causing
delays in detection or errors in information.
We may also be subject to disruptions, failures or infiltrations of our IT systems arising from events
that are wholly or partially beyond our control (including, for example, damage or incapacitation by
human error, natural disasters, electrical or telecommunication outages, sabotage, computer viruses,
hacking, cyber-attacks or similar events, or loss of support services from third parties such as internet
backbone providers), for which we may be held liable. In the event we experience interruptions or
infiltrations of our IT systems, this may give rise to deterioration in customer service and to loss or
liability to us, which may materially and adversely affect our business, financial condition and results
of operations. We have not taken a business interruption insurance policy.
In addition, an infiltration of our IT systems may compromise information stored on our systems and
may result in significant data losses or theft of our or our customer’s proprietary business or personally
identifiable information, which could result in other negative consequences, including liabilities,
remediation costs, disruption of internal operations, increased cybersecurity protection costs, damage to
our reputation and loss of customer confidence, any of which could materially and adversely affect our
In February 2017, our data centre in Mumbai crashed, resulting in a loss of some of the data on our
system. The crash was caused by a failure of the host server hardware. Since this incident, we have
taken various measures to try and prevent the loss of data occurring again. For details, see “Our
Business–Information Technology” on page 163. However, there can be no assurance that these
measures will prevent any such loss occurring in the future and any such occurrence again could have a
material adverse effect on our business, results of operations and financial condition.
Further, we are dependent on various external vendors for certain elements of our operations and are
exposed to the risk that external vendors or service providers may be unable to fulfil their contractual
obligations to us (or will be subject to the same risk of operational errors by their respective
employees) and the risk that their (or their vendors’) business continuity and data security systems
prove to be inadequate. Failure to perform any of these functions by our external vendors or service
providers could materially and adversely affect our business, financial condition and results of
operations.
30. A material disruption at one or more of our manufacturing plants or the plants of our contract
manufacturers could have a material adverse effect on our business, results of operations and
We currently own and operate six manufacturing plants and propose to set up one new manufacturing
plant. We also utilize the services of five contract manufacturers. Our manufacturing plants and the
plants of our contract manufacturers could unexpectedly stop operating because of events unrelated to
us or them, as applicable, or beyond our or their control, as applicable, including fires, floods and other
natural disasters, utility and transportation infrastructure disruptions, shortages of raw materials, and
acts of war or terrorism. We have not taken any business interruption insurance policy. Any material
31
disruption at one or more of our plants or the plants of our contract manufacturers could have a material
adverse effect on our business, results of operations and financial condition.
31. We are not the registered owners of our Corporate Office. If we are unable to procure the registered
agreement or if we procure it on terms which are detrimental to our Company, we may suffer a
disruption in our operations or increased relocating costs, or both, which could adversely affect our
business and results of operations.
Our Company is the registered owner of office premises at the 4th Floor, “RUBY HOUSE”, ‘B’ Wing,
Dadar (West), Mumbai (“Ruby House Premises”). The developer has offered us alternate premises at
the 8th Floor in this building, which we accepted. Though we shifted our Corporate Office to the new
premises in May 2013, the agreement for the same with the developer is pending for registration.
Despite our repeated requests to the developer and owner of the building in which our Corporate
Office, they have not yet registered the agreement. Accordingly, we continue to be in possession both
of the Ruby House Premises and the premises on which our Corporate Office is currently located. We
have been asked to pay outstanding amounts for inter alia, utilities and tax for the Ruby House
Premises. We have issued a notice dated October 23, 2019 to the owner of our new premises calling
upon them to immediately execute and register the agreement for the new premises, failing which, we
would initiate legal action. In this notice, we have also disclaimed our responsibility for any payment
towards the Ruby House Premises. If we are unable to procure the registered agreement or if we
procure it on terms which are detrimental to our Company, we may suffer a disruption in our operations
or increased relocating costs, or both, which could adversely affect our business and results of
operations. For further details of the property see “Our Business–Properties” on page 165.
32. We sell our Prince Pipe Piping Systems products through a pan-India network of distributors. If we
are unable to expand or effectively manage our distribution network for our Prince Pipe Piping
Systems products, it could have an adverse effect on our business, results of operations and financial
condition.
We sell our Prince Piping Systems products to distributors, who then resell the products to wholesalers,
retailers, and plumbers. As at October 31, 2019, we sold our Prince Piping Systems products to 1,027
distributors in India. For further details, see the section titled “Our Business–Sales and Marketing” on
page 161.
We continuously seek to increase the penetration of our Prince Piping Systems products by appointing
new distributors targeted at different markets and geographies. If the terms offered to such distributors
by our competitors are more favourable than those offered by us, distributors may decline to distribute
our Prince Piping Systems products and terminate their arrangements with us or they may focus more
on selling our competitors’ products. In addition, our competitors may also have exclusive
arrangements with other distributors, which may restrict us from selling our Prince Piping Systems
products through them, thereby limiting our ability to expand our network. Further, our agreements
with our distributors are typically valid until terminated by either party on 30 days’ written notice.
Accordingly, if a distributor terminates its agreement with us, we may be unable to appoint
replacement distributors in a timely manner, or at all.
If we are unable to expand or effectively manage our distribution network for our Prince Piping
Systems products, it could have an adverse effect on our business, results of operations and financial
condition.
33. We are dependent on clearing and forwarding agents to manage our warehouses. We are also
dependent on third party transportation and logistics providers for the delivery of our raw materials
to our plants and manufactured products to our warehouses. Any increase in the charges of these
clearing and forwarding agents or increase in transportation costs could adversely affect our
business, results of operations and financial conditions. In addition, disruptions of logistics,
including in clearing and forwarding and/or in transportation services, could impair our ability to
procure raw materials and/or deliver manufactured products on time, which could materially and
adversely affect our business, financial condition and results of operations.
Each of our warehouses is managed by a clearing and forwarding agent. The clearing and forwarding
agents carry out the operations of clearing and forwarding of all of our products, including the receipt
32
of products, safe unloading of products, safe storage, maintenance and upkeep of warehouse, invoicing,
and dispatch of products as per our requirements. We generally enter into two-year contracts with these
clearing and forwarding agents. Any increase in the amount these clearing and forwarding agents
charge us could adversely affect our results of operations and financial conditions.
We generally sell our products on a consignee basis, which means that our customers are required to
arrange and pay for the transportation of the goods from our plants or warehouses.
We do not own any trucks and rely on third party transportation and logistics providers for delivery of
our raw materials and manufactured products to our warehouses. The selected transporter works on an
annual fixed rate contract/work order, based on defined terms and conditions. Freight/rate may change
due to variations in fuel prices. The purchase order/work order for transportation of goods may be
terminated by either party upon giving 30 days’ prior written notice to the other, without assigning any
reason. Transport, freight and octroi charges represented 0.76%, 1.03%, 1.48% and 1.26%, of our
revenue from operations for Fiscals 2017, 2018 and 2019 and the three-month period ended June 30,
2019. We are subject to the risk of increases in freight costs. If we cannot fully offset any increases in
freight costs, through increases in the prices for our products, we would experience lower margins,
which would have an adverse effect on our financial condition and results of operations.
Further, disruptions of logistics, including in clearing and forwarding and/or in transportation services,
could impair our ability to procure raw materials and/or deliver manufactured products on time. Any
such disruptions could materially and adversely affect our business, financial condition and results of
operations.
34. We rely on contractors for the recruitment of contract labourers, and are therefore exposed to
execution risks, including the risk of the unavailability of requisite manpower when needed, and
liability towards labourers under applicable Indian laws.
We enter into arrangements with contractors for recruitment of contract labourers as per our
requirements for a fixed period of time. There is no assurance that we may be able to renew these
arrangements on a timely basis or at all. We do not have direct control over the timing or quality of the
services and supplies provided by such third parties. Contractors hired by us may be unable to provide
the requisite manpower on a timely basis or at all or may be subjected to disputes with their personnel,
which, in turn, may affect production at our plants and timely delivery of our products to our
customers. Although we do not engage contract labourers directly, we may be held responsible under
applicable Indian laws for wage payments to such labourers should our contractors default on wage
payments.
35. Work stoppages or increased wage demands by our workforce or any other kind of disputes with our
workforce could adversely affect our business and results of operations.
Our Company is exposed to work stoppages and other industrial actions. For instance, our plant located
in Athal, Silvassa experienced a brief interruption in operations in 2011 due to an incident involving
the workers and the management. As at October 31, 2019, we had 1,739 full-time employees and 960
contract labourers. As at October 31, 2019, 244 of our full-time employees working at our Athal plant
are in a union. While we believe that although we enjoy a good relationship with our workforce there
can be no assurance that we may not experience disruptions in our operations due to disputes or other
problems with our work force such as work stoppages or increased wage demands that could adversely
affect our business and results of operations.
36. We utilize the services of four contract manufacturers to produce UPVC pipes and one contract
manufacturer to produce DWC pipes for us. If any our contracts with these contract manufacturers
is terminated or not renewed for any reason, it may take us some time to find a suitable replacement
and, therefore, it could have an adverse effect on our results of operations.
We utilize the services of four contract manufacturers to produce UPVC pipes and one contract
manufacturer to produce DWC pipes for us. Our UPVC pipes are manufactured by the following four
contract manufacturers, namely: (i) Shree Chintamani Multilayer in Aurangabad (Maharashtra); (ii)
Shree Tel-Fab Industries Pvt. Ltd. in Hajipur, Vaishali District (Bihar); (iii) Swetha PVC Industries in
Guntur (Andhra Pradesh); and (iv) Ohm Pipes in Balasore (Odisha). Shree Chintamani Multilayer has
33
been manufacturing our UPVC pipes since July 2014, Shree Tel-Fab Industries Pvt. Ltd. has been
manufacturing our UPVC pipes since September 2014, Swetha PVC Industries has been manufacturing
our UPVC pipes since July 2019 and Ohm Pipes has been manufacturing our UPVC pipes since
October 2019. Shree Prabhu Petrochemical’s Pvt. Ltd. in Aurangabad (Maharashtra) began
manufacturing DWC pipes for us in June 2018 using a machine for manufacturing DWC pipes that we
purchased and installed in its facility. For Fiscals 2017, 2018 and 2019 and the three-month period
ended June 30, 2019, our Net Revenue from Sale of Products from pipes produced by contract
manufacturers represented 2.60%, 3.70%, 5.00% and 11.40% of our total Net Revenue from Sale of
Products, respectively, and the pipes produced by contract manufacturers for us represented 4.94%,
6.19%, 6.04% and 6.92% of our total production (our own production and the production of contract
manufacturers for us), respectively.
We provide the raw materials and other materials required for the manufacturing of the pipes to the
contract manufacturers who are paid a negotiated fixed cost per kilogram. We have entered into
contracts with the contract manufacturers, which are subject to renewal for further periods of one year
on the mutual consent of the parties. Each contract may be terminated by either party giving 60 days
prior written notice to the other party. If any of our contract manufacturers cease to manufacture
products for us it may take us some time to find suitable replacement and, therefore, it could have an
adverse effect on our results of operations.
37. If a new way of manufacturing polymer pipes and/or fittings is discovered that results in the cost of
production decreasing, in order to compete effectively we may be required to replace our existing
machines with these new types of machines and thereby incur additional capital expenditure, which
could have a material adverse effect on our financial condition and results of operations.
The processes for the manufacture of polymer pipes and fittings have remained essentially unchanged
since we began in our business. While we are unaware of any significant new developments in these
areas, if a new way of manufacturing polymer pipes and/or fittings is discovered that results in the cost
of production decreasing, in order to compete effectively we may be required to replace our existing
machines with these new types of machines and thereby incur additional capital expenditure, which
could have a material adverse effect on our financial condition and results of operations.
38. We are subject to health and safety laws and regulations and any failure to comply with any current
or future laws or regulations could have a material adverse effect on our business, financial
condition and results of operations.
Manufacturing sites by nature may be hazardous. Our sites often put our employees and others in close
proximity with large pieces of mechanized equipment, moving vehicles, chemical and manufacturing
processes, heavy products and items and highly regulated materials. As a result, we are subject to a
variety of health and safety laws and regulations dealing with occupational health and safety. Unsafe
work sites have the potential to increase employee turnover and raise our operating costs.
Our safety record can also impact our reputation. We maintain functional groups whose primary
purpose is to ensure we implement effective work procedures throughout our organization and take
other steps to ensure the health and safety of our work force, but there can be no assurances these
measures will be successful in preventing injuries or violations of health and safety laws and
regulations.
Set forth below is at table summarising instances of our non-compliance with health and safety laws
and regulations that have occurred since April 1, 2015.
Incident/notice Summary of claim/notice Summary of outcome of the

claim/notice
On June 27, 2017, one of our The Administration of Dadra and On December 9, 2017, our
employees at our Athal plant Nagar Haveli, U.T., Labour Company paid ₹ 450,266 to The
injured his hand while working, Department, Silvassa in its letter Commissioner for Employee’s
resulting in the loss of four of his dated November 29, 2017, ordered Compensation, DNH, Silvassa.
fingers of his right hand. our Company to pay compensation
of ₹ 450,266 for the injuries
suffered by our employee.
On February 21, 2018, a contract Based on an inspection report dated On July 9, 2018, the court found the
34
Incident/notice Summary of claim/notice Summary of outcome of the
claim/notice
labourer slipped from a truck March 23, 2018, the Deputy defendants guilty of the charges and
while working at our Haridwar Director Factories, Boiler, sentenced them until the
plant and was injured. He was put Uttarakhand, Dehradun brought an adjournment of the Court, and also
into intensive care and died on action against Jayant Chheda (as the fined each of them ₹ 75,000. Our
February 24, 2018. occupant) and Brijesh Parihar (as Company paid these fines on their
the factory manager) in the behalf on September 7, 2018.
Magistrates Court, Haridwar for
contraventions of the Factory Act,
1948 and section 7A(2)(c) and
section 32(c) constituted under it
read with (U.P. Factory
Regulations-1950), Subsequent
Transference Order 2002.
On March 20, 2018, an employee The show cause notice set forth five Our Company responded to the
of our Company met with an items in relation to breaches of show cause notice in a letter dated
accident while working at our health and safety laws by our August 9, 2018 and undertook as
Chennai plant. Based on an Chennai plant: (1) failure to have an follows; (1) to implement an onsite
inspection report dated July 7, onsite emergency plan; (2) failure to emergency plan (which has since
2018, show cause noticed was have an occupational health centre; been done); (2) to set up an
issued by the Office of the Joint (3) failure to prevent an accident on occupational health centre (which
Director of Industrial Safety and March 20, 2018 when an employee has since been done); (3) employees
Health, Thiruvottiyur, Chennai-19, was injured because he was using a working in the risk zone are to be
dated July 12, 2018. machine without a mechanical identified and they are to be made
guard with an interlocking guard aware of safety issues, guards with
system in place; (4) failure to an interlocking guard system are to
maintain accurate and up-to-date be installed on all machines and
health records of the workers in the sign boards setting out the do’s and
factory who are exposed to any don’ts of operating the machines are
chemical, toxic or any other to be installed (all of which has
harmful substances; and (5) failure since been complied with); (4)
on to hold a mock emergency drill. employees working in the risk zone
are to be identified and subject to
periodical medical checks (which
has been complied with) and (5) to
organise a mock emergency drill
(which has been complied with).
Any failure to maintain safe work sites or violations of applicable law could expose us to significant
financial losses and reputational harm, as well as civil and criminal liabilities, any of which could have
a material adverse effect on our business, financial condition and results of operations.
39. If we were to incur a serious uninsured loss or a loss that significantly exceeds the limits of our
insurance policies, it could have a material adverse effect on our financial condition, results of
operations and cash flows.
We have taken out insurance within a range of coverage consistent with industry practice in India to
cover certain risks associated with our business. Our insurance policies for staff personal accident and
staff group mediclaim recently expired and we are in the process of renewing those policies. For details
on our insurance policies, see “Our Business-Insurance” on page 164. We cannot assure you that our
current insurance policies will insure us fully against all risks and losses that may arise in future. Even
if we have insurance for the incident giving rise to the loss, we may be required to pay a significant
deductible on any claim for recovery of such a loss, or the amount of the loss may exceed our coverage
for the loss. In addition, our insurance policies are subject to annual review, and we cannot assure you
that we will be able to renew these policies on similar or otherwise acceptable terms, or at all. If we
were to incur a serious uninsured loss or a loss that significantly exceeds the limits of our insurance
policies, it could have a material adverse effect on our financial condition, results of operations and
cash flows.
40. We are required to obtain, renew or maintain our statutory and regulatory permits and approvals
required to operate our business, and if we fail to do so, in a timely manner or at all, we may be
unable to fully or partially operate our business and our results of operations may be adversely
affected.
35
We are required to obtain and maintain certain licenses, approvals, permits and registrations in order to
undertake our business activities. For details of the approvals we require to operate our business, see
“Government and other Approvals” on page 349.
While we have obtained a majority of the approvals and licenses required for our operations from the
relevant authorities, we are yet to receive or apply for certain approvals and licenses. For details, see
section titled “Government and Other Approvals” on page 349.
If we fail to comply with, or if we are unable to renew, obtain, apply or maintain the required licenses,
approvals, permits or registrations, it could result in an interruption of our operations and could have a
material adverse effect on our business, financial condition and results of operations.
41. A shortage or unavailability of electricity or water could affect our manufacturing operations and
have an adverse effect on our business, results of operations and financial condition.
Our manufacturing operations require continuous supply of electricity and water. We currently source
our water requirements from bore wells and through water facilities from local bodies. All our plants
are equipped with rain water harvesting. We depend on state electricity supply for our energy
requirements and we have diesel generators for power back-up at three of our manufacturing plants –
Chennai; Kolhapur; and Haridwar. Our plants require the power voltage to be the same at all times to
achieve a standard quality of product. In the case of the extrusion process, if the power goes, it takes
time to start the process again, which involves the loss of time and energy, and the process is
duplicated, resulting in redundant use of resources. A shortage or non-availability of electricity or water
could adversely affect our manufacturing operations and have an adverse effect on our business, results
of operations and financial condition.
42. If we are subject to any frauds, theft, or embezzlement by our employees, contractors and customers,
it could adversely affect our reputation, results of operations and financial condition.
Our operations may be subject to incidents of theft, prior to or during stocking. We may also encounter
some inventory loss on account of employee/contractor/vendor fraud, theft, or embezzlement.
Although, we have set up various security measures, including CCTV in our manufacturing plants,
deployment of security guards and operational processes, such as periodic stock taking, there can be no
assurance that we will not experience any fraud, theft, employee negligence, loss in transit or similar
incidents in the future, which could adversely affect our reputation, results of operations and financial
condition.
43. Our products are vulnerable to counterfeiting or imitation by third parties, and if we are unable to
prevent the circulation of such products in the market, it could adversely affect the reputation of our
brands, our business, results of operations and financial condition.
Our products are vulnerable to counterfeiting and imitation by third parties. While we undertake checks
in mass markets in an effort to prevent the sale of any counterfeit or imitation products of our brands,
there can be no assurance that we will be able to prevent the sale of counterfeit or imitation products at
all times. In the past, we have discovered counterfeited products with our logo on it. For instance in
October 2015, an investigation agent we hired found our products being counterfeited in a shop in
Kota, Rajasthan, and the agent organised for the local police to raid the shop to put a stop this. The
reputation of our brands, our business, results of operations and financial condition could be adversely
affected by the sale of counterfeit or imitation products, which do not match the quality standards of
our products.
44. Our Promoters have the ability to control or influence the outcome of matters submitted to
Shareholders for approval and their interests may differ from those of other Shareholders.
Our Promoters currently own 84,540,416 Equity Shares, which represents 88.08% of the outstanding
Equity Shares prior to the Offer. The Promoters shareholding shall get diluted on account of the Fresh
Issue and shall be further reduced to the extent of Equity Shares offered by them in the Offer for Sale.
As long as our Promoters continue to hold a significant ownership stake in our Company, our
Promoters have the ability to control or influence the outcome of any matter submitted to Shareholders
36
for approval, including matters relating to sale of all or part of our business, mergers, or acquisitions or
disposal of assets; the distribution of dividends; appointment or removal of our directors or officers;
and our capital structure, organisational structure or financing. This 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 best interest of other
Shareholders. The Promoters may have interests that are adverse to the interests of our other
Shareholders and may take positions with which our other Shareholders do not agree.
45. Information relating to the estimated installed capacities of our manufacturing plants and the
planned estimated installed capacities of our planned manufacturing plants is based on various
assumptions and estimates and actual production may differ significantly from such estimated
capacities.
The estimated installed capacities of our existing manufacturing plants and the planned estimated
installed capacities of our planned manufacturing plants are based on certain technical assumptions
used by the engineer for the purpose of estimating such capacities. Actual production levels and
capacity utilization rates may differ significantly from the estimated installed capacities. Prospective
investors should not place undue reliance on the estimated installed capacity for our existing
manufacturing plants and the estimated installed capacities of our planned manufacturing plants.
46. We have unsecured loans, which maybe recalled at any time. Any recall of such loans may have an
adverse effect on our business, prospects, financial condition and results of operations.
As at June 30, 2019, we had unsecured loans of ₹ 323.08 million, which maybe recalled at any time at
the option of the lender. If such loans are recalled at any time, our financial condition may be adversely
affected.
47. Grants of options to purchase Equity Shares by our Company will result in a charge to our statement
of profit and loss. The exercise of such options could dilute the holdings of our shareholders and
adversely affect the trading price of our Equity Shares.
As at December 9, 2019, the total number of outstanding options under ESOP 2017 are 654,092. For
further details, see “Capital Structure–Employee Stock Option Scheme” on page 93. The grant of stock
options by our Company will result in a charge to our statement of profit and loss. For Fiscals 2019 and
2018 and the three-month period ended June 30, 2019, we incurred expenses of ₹ 9.41 million, ₹ 7.18
million and ₹ 1.83 million related to the grant of options under ESOP 2017, respectively. Future
issuances of Equity Shares pursuant to the exercise of options granted under ESOP 2017 could dilute
the holdings of our Shareholders and adversely affect the trading price of the Equity Shares. Such
Equity Shares could be issued at prices below the then current trading price of the Equity Shares.
48. We lease our Registered Office and 11 warehouses and if we are unable to renew our leases on
acceptable terms or at or otherwise forced to move premises, it could have an adverse effect on our
We lease our Registered Office and 11 warehouses. If there is any adverse impact on, or deficiency in,
the title, ownership or development rights of the owner from whom we leased any of these properties or
if we are unable to renew a lease agreement on acceptable terms or at all, we would be required to
vacate the premises and find alternative premises. Such alternative premises may not located as
favourably as the current premises and may be more expensive and we would have to incur moving
costs and other related costs. Therefore, if we unable to renew our leases on acceptable terms or at or
otherwise forced to move premises, it could have an adverse effect on our business, results of
49. Our contingent liabilities could adversely affect our financial condition and results of operations if
they materialize.
As at June 30, 2019, we had contingent liabilities amounting to ₹ 721.33 million, including ₹ 671.19
million in relation to guarantees we have given to Yes Bank Limited and ICICI Bank Limited for the
repayment of amounts owed to these banks for loans taken out by our customers for the payment of the
37
purchase price of our products. For details, see Note 33 of Annexure G to the Restated Financial
Statements in “Financial Statements” on page 212. The contingent liability amounts with respect to
claims not acknowledged as debts disclosed in our Restated Financial Statements represent estimates
and assumptions of our management based on advice received. If, for any reason, these contingent
liabilities materialize, it would adversely affect our financial condition and results of operations.
50. Some of our Group Companies have incurred losses in the past three fiscal years. Further, one of
our Group Companies had a negative net worth as at March 31, 2019.
Accord Infra Projects Private Limited and Pinnacle Realty Projects Private Limited, two of our Group
Companies, made a loss after tax for the periods stated below, as per their respective audited financial
statements.
(in ₹ million)
Name of Entity Profit After Tax
Fiscal 2019 Fiscal 2018 Fiscal 2017
Accord Infra Projects Private Limited (0.02) (0.004) (0.02)
Pinnacle Realty Projects Private Limited (8.24) (18.57) 75.19
Accord Infra Projects Private Ltd, one of our Group Companies, had a negative net worth as at March
31, 2019.
(in ₹ million)
Name of Entity Net Worth
As at As at As at
March 31, 2019 March 31, 2018 March 31, 2017
Accord Infra Projects Private Ltd (0.02) 0.001 0.005
51. We have had negative cash flows in the past.
Although we had positive net cash flows from operations in the past three fiscal years and the three-
month period ended June 30, 2019, we had negative net cash flows from investment activities, negative
net cash flows from financing activities and a net decrease in cash and cash equivalents for the periods
indicated below.
(in ₹ million)
Particulars Three-month Fiscal 2019 Fiscal 2018 Fiscal 2017
period ended
June 30, 2019
Net cash flow from operating
activities 302.88 2,204.90 1,622.39 968.20
Net cash flow (used in)
investing activities (319.03) (1,050.58) (1,702.63) (678.94)
Net cash flow from/(used in)
financing activities (70.21) (1,067.73) 55.37 (262.53)
Net increase/(decrease) in
cash and cash equivalents (86.36) 86.59 (24.87) 26.73
52. One of our objects in relation to the Offer is financing the project cost towards establishment of a
new manufacturing facility, either set up directly or indirectly through a wholly owned subsidiary,
subject to applicable law. In the event we set up the facility through a wholly owned subsidiary that
our Company may set up in the future, we may face time and cost overruns, which could adversely
affect our business, financial condition and results of operations.
As a part of our Company’s plan to use the Net Proceeds and the proceeds from the Pre-IPO
Placement, our Company proposes to finance the project cost towards establishment of a new
manufacturing facility, either set up directly or indirectly (through our wholly owned subsidiary that we
may set up in the future). For further details, see “Objects of the Offer - Financing the project cost
towards establishment of a new manufacturing facility, either set up directly or indirectly (through a
wholly-owned subsidiary that our Company may set up in the future)” on page 101. As at the date of
this Red Herring Prospectus, our Company does not have any subsidiaries. However, our Company
38
may incorporate a wholly owned subsidiary after completion of the Offer, subject to applicable law, to
establish and operate our new manufacturing facility in Telangana to avail, to the extent possible,
certain tax benefits granted by the state government of Telangana to our Company as a part of the mega
project action plan by the Government of Telangana. These benefits could include, among other things,
various degrees of reimbursements in relation to power tariffs, taxes under Telangana state GST
regime, stamp duty/registration charges and freight charges. Our Company may finance such wholly
owned subsidiary in relation to the setting up of the factory above using either debt or equity
instruments. In the event the proposed new manufacturing plant in Telangana is set up through a
wholly owned subsidiary, the same may lead to additional costs arising on account of, among other
things, time overruns due to the time required to incorporate such a wholly owned subsidiary and
transfer of the land and the approvals already acquired or applied for in relation to the proposed new
manufacturing plant or apply for fresh approvals in the name of the subsidiary, as the case may be, and
satisfying any other pre-conditions in order to avail the tax benefit, each of which could adversely
affect our business, financial condition and results of operations.
53. We did not spend the amount required on corporate social responsibility activities under Section 135
of the Companies Act, 2013, calculated as per Section 198 of the Companies Act, 2013, in some of
the past Fiscals.
The table below sets forth the amount we were required to spend on corporate social responsibility
(“CSR”) activities under Section 135 of the Companies Act, 2013 (i.e., at least 2% of average net
profits (calculated as per Section 198 of the Companies Act, 2013) during the three immediately
preceding financial years), and the amount we spent on those activities for the fiscal years indicated:
(in ₹ million)
Amount required to be Actual expenses for CSR
spent on CSR activities activities
under section 135 of the
Companies Act, 2013
Fiscal 2019 (under Ind AS) 16.00 0.06
Fiscal 2018 (under Ind AS) 10.83 38.18
Fiscal 2017 (under Ind AS) 7.65 -
Fiscal 2016 (Proforma Ind AS) 7.22 -
Fiscal 2015 (under Indian GAAP) 6.21 -
The requirements under Section 135 under the Companies Act, 2013 came into effect from April 2014.
As shown in the above table, we did not spend the amount required on CSR activities under Section
135 of the Companies Act, 2013, for Fiscals 2019, 2017, 2016 and 2015. However, our expenses for
CSR activities for Fiscal 2018 exceeded the amount we were required to spend on CSR activities under
Section 135 of the Companies Act, 2013 for Fiscals 2018, 2017, 2016 and 2015 combined. As at date
of this Red Herring Prospectus, there is no specific penalty associated with failure to comply with
Section 135 of the Companies Act, 2013.
The Ministry of Law and Justice, on July 31, 2019, issued a notification enacting the Companies
(Amendment) Act, 2019 (the “Amendment Act”). The Amendment Act, among other things, amends
Section 135 of the Companies Act, 2013 to provide for the treatment of unspent amounts to be utilised
towards CSR activities. If such amount to be utilized towards the CSR activities remains unspent
(unless the unspent amount relates to an ongoing project undertaken by a company in pursuance of its
CSR policy), it must be transferred to a fund as specified under the Companies Act, 2013, within a
period of six months of the expiry of every financial year. Further, such unspent amounts, pursuant to
an ongoing project undertaken by the company in pursuance of its CSR policy, must be deposited in a
special account to be opened with a scheduled bank, as prescribed, within 30 days of the end of the
relevant financial year and must be utilised towards the CSR activities within a period of three financial
years from the date of such transfer. A company failing to do so must transfer such amount to any fund
provided for in schedule VII of the Companies Act, 2013, which includes the Clean Ganga Fund,
Swachh Baharat Kosh, and the Prime Minister's National Relief Fund in accordance with the provisions
of the Amendment Act. The Amendment Act also added a provision for a fine of between ₹ 0.05
million and ₹ 2.50 million on the company in case of failure in compliance with Section 135 of the
Companies Act, 2013. Additionally, every officer in default may also be imprisoned for a term of up to
39
three years or fined between ₹ 0.05 million and ₹ 0.50 million or both. The provisions of the
Amendment Act amending Section 135 of the Companies Act, 2013 are yet to be notified, once
notified, if we fail to comply with Section 135 of the Companies Act, 2013 in the future and we are
fined and/or one or more of our officers are imprisoned or fined, it could have an adverse effect on our
business, financial condition, results of operations and cash flows.
EXTERNAL RISKS
1. Any downturn in the macroeconomic environment in India could adversely affect our business,
We are incorporated in India and all of our assets are located in India. As a result, our results of
operations and financial condition are significantly affected by factors influencing the Indian economy.
Any slowdown in economic growth in India could adversely affect us, including our ability to grow our
asset portfolio, the quality of our assets and our ability to implement our strategy. In addition, an
increase in India’s trade deficit, a downgrading in India’s sovereign debt rating or a decline in India’s
foreign exchange reserves could increase interest rates and adversely affect liquidity, which could
adversely affect the Indian economy and our business, financial condition and results of operations.
2. High inflation in India could have an adverse effect on our profitability and if significant, on our
The annual rate of inflation in India was 2.02% (provisional) for the month of June 2019 (over June
2018) as compared to 2.45% (provisional) for the previous month and 5.68% during the corresponding
month of 2018. (Source: Index Numbers of Wholesale Price in India, Review for the month of June
2019, published on July 15, 2019 by Government of India, Ministry of Commerce and Industry).
Inflation may result in increases to salaries or wages payable to our employees, prices of raw materials
and any other expenses that we incur. We cannot assure you that we will be able to pass on any
additional expenses to our customers. Accordingly, high rates of inflation in India could have an
adverse effect on our profitability and, if significant, on our financial condition.
3. Political instability or changes in the Government’s policies could adversely affect economic
conditions in India and, consequently, us.
The GoI has traditionally exercised and continues to exercise a significant influence over many aspects
of the Indian economy. Since 1991, successive governments have pursued policies of economic and
financial sector liberalisation and deregulation. A significant change in the Government’s policies in
the future, particularly with respect to the manufacturing or financing of the housing and urban
infrastructure sectors, could adversely affect our business, results of operations and financial condition.
4. We may be adversely affected by future regulatory changes.
Our business is subject to various laws and regulations. For details, see “Regulations and Policies” on
page 169. We are also subject to corporate, taxation and other laws in effect in India, which require
continued monitoring and compliance. These laws and regulations and the way in which they are
implemented and enforced may change. There can be no assurance that future legislative or regulatory
changes will not have any adverse effect on our business, results of operations and financial condition.
5. Our ability to borrow money in foreign currencies may be constrained by Indian law.
As a company registered in India, we are subject to exchange controls that regulate borrowing in
foreign currencies. Such regulatory restrictions limit our financing sources and could constrain our
ability to obtain financings on competitive terms and refinance existing indebtedness. In addition, we
cannot assure you that any required regulatory approvals for borrowing in foreign currencies will be
granted to us without onerous conditions, or at all. Limitations on foreign borrowings may have an
adverse effect on our business, results of operations and financial condition.
RISKS RELATING TO THE EQUITY SHARES AND THE OFFER
1. You will not be able to immediately sell any of the Equity Shares you purchase in the Offer on the
40
Stock Exchanges.
We have applied to list the Equity Shares on the Stock Exchanges. Pursuant to the applicable Indian
laws, certain actions must be completed before the Equity Shares can be listed and trading in the Equity
Shares can commence. Investors’ book entry or dematerialised (“Demat”) accounts with depository
participants in India are expected to be credited within one working day of the date on which the Basis
of Allotment is approved by NSE and BSE. The allotment of Equity Shares in this Offer and the credit
of such Equity Shares to an applicant’s Demat account with depository participant could take
approximately six working days from the Bid/Offer Closing Date. Trading in the Equity Shares on
receipt of final listing and trading approvals from the Stock Exchanges is expected to commence within
six working days of the Bid/ Offer Closing Date.
There could be a failure or delay in listing of the Equity Shares on the Stock Exchanges. Any failure or
delay in obtaining the approval or otherwise to commence trading in the Equity Shares would restrict
investors’ ability to dispose of their Equity Shares. There can be no assurance that the Equity Shares
will be credited to investors’ Demat accounts, or that trading in the Equity Shares will commence
within the time periods specified in this risk factor. The Promoter Selling Shareholders and our
Company could also be required to pay interest at the applicable rates, if allotment is not made, refund
orders are not dispatched, or Demat credits are not made to investors within prescribed time periods.
2. Investors bear the risk of fluctuations in the price of Equity Shares and there can be no assurance
that a liquid market for the Equity Shares will develop following the listing of the Equity Shares on
the Stock Exchanges.
There has been no public market for the Equity Shares prior to the Offer. The purchase price of the
Equity Shares in the Offer will be determined by our Company and the Promoter Selling Shareholders,
in consultation with the Book Running Lead Managers, pursuant to the Book Building Process. This
price will be based on numerous factors, as described under in “Basis for Offer Price” on page 109.
This price may not necessarily be indicative of the market price of the Equity Shares after the Offer is
completed. You may not be able to re-sell your Equity Shares at or above the Offer price and may as a
result lose all or part of your investment.
The Equity Shares are expected to trade on NSE and BSE after the Offer, but there can be no assurance
that active trading in the Equity Shares will develop after the Offer, or if such trading develops that it
will continue. Investors may not be able to sell the Equity Shares at the quoted price if there is no
active trading in the Equity Shares.
The price at which the Equity Shares will trade at after the Offer will be determined by the marketplace
and may be influenced by many factors, including:
• our financial condition, results of operations and cash flows;

• the history of and prospects for our business;
• an assessment of our management, our past and present operations and the prospects for as
well as timing of our future revenues and cost structures;
• the valuation of publicly traded companies that are engaged in business activities similar to
ours;
• quarterly variations in our results of operations;
• results of operations that vary from the expectations of securities analysts and investors;
• results of operations that vary from those of our competitors;
• changes in expectations as to our future financial performance, including financial estimates
by research analysts and investors;
• a change in research analysts’ recommendations;
• announcements by us or our competitors of significant acquisitions, strategic alliances, joint
operations or capital commitments;
• announcements of significant claims or proceedings against us;
• new laws and government regulations that directly or indirectly affect our business;
• additions or departures of Key Management Personnel;
• changes in the interest rates;
• fluctuations in stock market prices and trading volumes; and
41
• general economic conditions.
The Indian stock markets have, from time to time, experienced significant price and volume
fluctuations that have affected market prices for the securities of Indian companies. As a result,
investors in the Equity Shares may experience a decrease in the value of the Equity Shares regardless
of our operating performance or prospects.
3. We will not receive any proceeds from the Offer for Sale portion and our Company’s management
will have flexibility in utilising the Net Proceeds and the proceeds from Pre-IPO Placement. We
have appointed HDFC Bank Limited as a monitoring agency for utilization of the Net Proceeds and
Pre-IPO Placement.
The Offer includes an offer for sale of up to [●] Equity Shares aggregating up to ₹ 2,500 million by the
Promoter Selling Shareholders. The proceeds from the Offer for Sale will be paid to the Promoter
Selling Shareholders and our Company will not receive any such proceeds. See “Objects of the Offer”
on page 98.
We intend to use the Net Proceeds and the proceeds from Pre-IPO Placement as described in “Objects
of the Offer” on page 98. We have appointed HDFC Bank Limited as a monitoring agency for
utilization of the Net Proceeds and the proceeds from Pre-IPO Placement. As noted in “Objects of the
Offer”, we intend to use ₹ 481.70 million of the Net Proceeds and the proceeds from Pre-IPO
Placement to prepay/repay certain of our outstanding loans. For details, see “Financial Indebtedness”
on page 337. As we will be using ₹ 481.70 million of the Net Proceeds and the proceeds from Pre-IPO
Placement to prepay/repay debt, this amount will not be used for capital expenditure or the creation of
any tangible assets. Our management will have broad discretion to use the Net Proceeds and the
proceeds from Pre-IPO Placement, including in a manner as may be believed to be most beneficial to
our Company, and investors will be relying on the judgment of our management regarding such
application of the Net Proceeds and the proceeds from Pre-IPO Placement.
Further, pursuant to Section 27 of the Companies Act 2013, any variation in the objects of the Offer
would require a special resolution of the Shareholders and our Promoters or controlling Shareholders
will be required to provide an exit opportunity to the Shareholders who do not agree to such proposal to
vary the Objects, in accordance with the Articles of Association of our Company and as may otherwise
be prescribed by the SEBI.
4. Any future issuance of Equity Shares by us or sales of Equity Shares by the Promoters could
adversely affect the trading price of the Equity Shares and in the case of the issuance of Equity
Shares by us result in the dilution of our then current shareholders.
As disclosed in “Capital Structure” on page 81, all of the Equity Shares held by the Promoters
following the Offer will be locked-in for one year from the date of Allotment and an aggregate of 20%
of the fully diluted post-Offer capital of our Company held by our Promoters shall be considered as
minimum Promoters’ contribution and locked-in for a period of three years from the date of Allotment.
Except for the customary lock-in on our Company’s ability to issue equity or equity linked securities
discussed in “Capital Structure” on page 81, there is no restriction on our Company’s ability to issue
Equity Shares. As such, there can be no assurance that our Company will not issue additional Equity
Shares after the lock-in period expires or that the Promoters will not sell, pledge or encumber the
Equity Shares after the lock-in periods expire. In addition, our Company may issue Equity Shares upon
the exercise of options granted under ESOP 2017. For details of ESOP 2017, see “Capital Structure–
Employee Stock Option Scheme” on page 93. Future issuances of Equity Shares or convertible
securities and sale of the underlying Equity Shares could dilute the holdings of our shareholders and
adversely affect the trading price of the Equity Shares. Such securities could also be issued at prices
below the then current trading price of the Equity Shares. Sales of Equity Shares by the Promoters
could also adversely affect the trading price of the Equity Shares.
5. You may be subject to Indian taxes arising out of capital gains on the sale of our Equity Shares.
Under current Indian tax laws, unless specifically exempted, capital gains arising from the sale of
equity shares in an Indian company are generally taxable in India. Previously, any gain realised on the
sale of listed equity shares on or before March 31, 2018 on a stock exchange held for more than 12
months was not subject to long-term capital gains tax in India if Securities Transaction Tax (“STT”)
42
was paid on the sale transaction and additionally, as stipulated by the Finance Act, 2017, STT had been
paid at the time of acquisition of such equity shares on or after October 1, 2004, except in the case of
such acquisitions of Equity Shares which are not subject to STT, as notified by the Central Government
under notification no. 43/2017/F. No. 370142/09/2017-TPL on June 5, 2017. However, the Finance
Act, 2018, now seeks to tax on such long-term capital gains exceeding ₹ 100,000 arising from sale of
equity shares on or after April 1, 2018, while continuing to exempt the unrealised capital gains earned
up to January 31, 2018 on such Equity Shares. Accordingly, you may be subject to payment of long-
term capital gains tax in India, in addition to payment of STT, on the sale of any Equity Shares held for
more than 12 months. STT will be levied on and collected by a domestic stock exchange on which the
Equity Shares are sold.
Further, any gain realised on the sale of listed equity shares held for a period of 12 months or less will
be subject to short-term capital gains tax in India. Capital gains arising from the sale of the Equity
Shares will be exempt from taxation in India in cases where the exemption from taxation in India is
provided under a treaty between India and the country of which the seller is resident. Generally, Indian
tax treaties do not limit India’s ability to impose tax on capital gains. As a result, residents of other
countries may be liable for tax in India as well as in their own jurisdiction on a gain upon the sale of the
Equity Shares.
6. 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.
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/Offer Period and
withdraw their Bids until Bid/Offer Closing Date. While our Company is required to complete
Allotment pursuant to the Offer within six Working Days from the Bid/ Offer Closing Date, events
affecting the Bidders’ decision to invest in the Equity Shares, including material adverse changes in
international or national monetary policy, financial, political or economic conditions, our business,
results of operation 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 Offer
or may cause the trading price of the Equity Shares to decline on listing.
7. We have not paid any dividends in the last five fiscal years and the three-month period ended June
30, 2019 and have not adopted a policy in relation to payment of dividends. Our ability to pay
dividends in the future will depend on a number of factors, including, our profit after tax for the
fiscal year, our future expansion plans and capital requirements, our financial condition and our
cash flows and applicable taxes.
We have not paid any dividends in the last five fiscal years and the three-month period June 30, 2019
and have not adopted a policy in relation to the payment of dividends. For details, see “Dividend
Policy” on page 211. Our ability to pay dividends in the future will depend on a number of factors,
including our profit after tax for the fiscal year, our future expansion plans and capital requirements,
our financial condition, our cash flows and applicable taxes, including dividend distribution tax payable
by our Company. Any future determination as to the declaration and payment of dividends will be at
the discretion of our Board and subsequent approval of shareholders and will depend on factors that our
Board and shareholders deem relevant. We may decide to retain all of our earnings to finance the
development and expansion of our business and, therefore, may not declare dividends on our Equity
Shares. We cannot assure you that we will be able to pay dividends at any point and in the future.
8. Once the Equity Shares are listed on the Stock Exchanges, there is no assurance that the Equity
Shares will remain listed.
Although we currently intended that the Equity Shares will remain listed on the Stock Exchanges once
they are listed, there is no guarantee of the continued listing of the Equity Shares. Among other factors,
we may not continue to satisfy the listing requirements of the Stock Exchanges. Accordingly,
Shareholders will not be able to sell their Equity Shares through trading on the Stock Exchanges if the
Equity Shares are no longer listed on the Stock Exchanges.
9. Statistical and industry data in this Red Herring Prospectus may be inaccurate, incomplete or
43
unreliable.
We have not independently verified data obtained from industry publications and other sources referred
to in this Red Herring Prospectus. This Red Herring Prospectus includes information that is derived
from the CRISIL Research Report, which was prepared by CRISIL Research, a research house,
pursuant to an engagement with our Company. We commissioned the CRISIL Research Report for the
purpose of confirming our understanding of the pipes and fittings industry in India. Neither we, nor any
of the BRLMs, nor any other person connected with the Offer has verified the information in the
CRISIL Research Report. CRISIL Research has advised that while it has taken due care and caution in
preparing the CRISIL Research Report, which is based on information obtained from sources that it
considers reliable (“Information”), it does not guarantee the accuracy, adequacy or completeness of
the Information and disclaims responsibility for any errors or omissions in the Information or for the
results obtained from the use of the Information. The CRISIL Research Report also highlights certain
industry and market data, which may be subject to assumptions. There are no standard data gathering
methodologies in the industry in which we conduct our business, and methodologies and assumptions
vary widely among different industry sources. Further, such assumptions may change based on various
factors. We cannot assure you that CRISIL Research’s assumptions are correct or will not change and,
accordingly, our position in the market may differ from that presented in this Red Herring Prospectus.
Further, the CRISIL Research Report is not a recommendation to invest or disinvest in our Company.
CRISIL Research has disclaimed all financial liability towards the subscribers, users, transmitters or
distributors of the commissioned report. Prospective investors are advised not to unduly rely on the
CRISIL Research Report or extracts thereof as included in this Red Herring Prospectus when making
their investment decisions.
Prominent Notes
• Initial public offering of up to [●] Equity Shares for cash at a price of ₹ [●] per Equity Share (including
a share premium of ₹ [●] per Equity Share) aggregating up to ₹ 5,000 million, comprising a Fresh Issue
of [●] Equity Shares aggregating up to ₹ 2,500 million* by our Company, and an Offer for Sale of up to
[●] Equity Shares aggregating up to ₹ 2,500 million by the Promoter Selling Shareholders, comprising
an offer for sale of up to [●] Equity Shares aggregating up to ₹ 200 million by Jayant Shamji Chheda,
an offer for sale of up to [●] Equity Shares aggregating up to ₹ 1,400 million by Tarla Jayant Chheda,
an offer for sale of up to [●] Equity Shares aggregating up to ₹ 500 million by Parag Jayant Chheda and
an offer for sale of up to [●] Equity Shares aggregating up to ₹ 400 million by Vipul Jayant Chheda.
*
Our Company has, in consultation with the BRLMs, undertaken a Pre-IPO placement of 596,500
CCPS for cash consideration aggregating to ₹ 1,061.77 million, which have been converted into
5,965,000 Equity Shares. The size of the Fresh Issue of up to ₹ 3,561.77 million has been reduced by ₹
1,061.77 million pursuant to the Pre-IPO Placement and accordingly the Fresh Issue is up to ₹ 2,500.00
million.
• As at June 30, 2019 and March 31, 2019, the Net Worth of our Company was ₹ 4,204.06 million and ₹
3,934.79 million, respectively, as per our Restated Financial Statements.
• As at June 30, 2019 and March 31, 2019 the net asset value per Equity Share of our Company was ₹
46.70 and ₹ 43.71, respectively, as per our Restated Financial Statements.
• The average cost of acquisition of Equity Share held by our Promoters (including the Promoter Selling
Shareholders) is disclosed below:
Name of Promoter Average cost of acquisition per

Equity Share* (₹)
Jayant Shamji Chheda 0.10
Tarla Jayant Chheda 0.62
Parag Jayant Chheda 0.12
Vipul Jayant Chheda 0.12
Heena Parag Chheda 11.86
*
As certified by L. D. Joshi & Co., Chartered Accountants pursuant to their certificate dated November 26, 2019. The average
cost of acquisition of Equity Shares has been arrived at before accounting for transfer by way of sale.
44
For further details in relation to the shareholding of our Promoters, including the Promoter Selling
Shareholder, see the section titled “Capital Structure” on page 81.
• Except as stated in the sections titled “Our Group Companies” and “Related Party Transactions” on
page 205 and 210, respectively, none of our Group Companies have any business interests or other
interests in our Company.
• For details of transactions entered into by our Company with the Group Companies in Fiscal Year
2019, and the cumulative amounts involved in these transactions, see the section titled “Related Party
Transactions” on page 210.
• Except for the change in name of our Company from ‘Prince Pipes and Fittings Private Limited’ to
‘Prince Pipes and Fittings Limited’, upon conversion into a public limited company pursuant to a
special resolution of our Shareholders dated August 7, 2017 and a fresh certificate of incorporation was
issued by the RoC on August 11, 2017, the name of our Company has not been changed during the last
three years. Accordingly, we were not required to alter the objects clause of our Memorandum of
Association.
• There are no financing arrangements pursuant to which our Promoter Group, Directors, and/ or their
relatives have financed the purchase of securities of our Company by any other person during the
period of six months immediately preceding the date of filing of the Draft Red Herring Prospectus with
SEBI.
• For any complaints, information or clarifications pertaining to this Offer, Bidders may contact the
BRLMs, the Registrar to the Offer and our Company.
• Our Company had filed the Erstwhile DRHP, however, the same was subsequently withdrawn. Bidders
are advised to not place any reliance on the Erstwhile DRHP in relation to the Offer and details with
respect to our Company.
45
SECTION III – INTRODUCTION
SUMMARY OF INDUSTRY
The following is a summary of the Industry Overview section. For a more detailed description of the Indian
polymer pipes and fittings industry, see the “Industry Overview” section beginning on page 115.
All information in this section is sourced from the CRISIL Research Report. The CRISIL Research Report is
subject to the disclaimer set out in “Certain Conventions, Currency of Presentation, Use of Financial
Information – Industry and Market Data” on page 13. All forward looking statements, estimates and projections
in this section are CRISIL Research’s forward looking statements, estimates and projections. While we have
taken reasonable action to ensure that information from the CRISIL Research Report has been reproduced in its
proper form and context, none of our Company, the Book Running Lead Managers and our and their respective
directors, employees, agents and professional advisors have conducted an independent review of the content or
independently verified the accuracy thereof. Accordingly, prospective investors should not place undue reliance
on the information contained in this section.
This section contains copies of certain tables and charts from the CRISIL Research report. References to “2015-
16”, “2016-17”, “2017-2018”, “2018-2019” etc., or “FY15”, “FY16”, “FY17”, “FY18”, “FY19”, etc., in
these tables and charts are to the financial years ended March 31, 2015, 2016, 2017, 2018 and 2019, etc., or as
at March 31, 2015, 2016, 2017, 2018 and 2019, etc., as applicable. The use of the letter “E” after a number
means it is an estimated number and the use of the letter “P” after a number means it is a projected number.
The use of the symbol “~” means approximately.
OVERVIEW OF THE INDIAN PLASTIC PIPES INDUSTRY
Being a cost-effective way to transport water, pipes form an integral part of infrastructure to transport, distribute
and dispose life sustaining resource. They are used for a variety of end applications such as irrigation, household
plumbing, sewerage and industrial applications. In the past, metal pipes - especially galvanised iron (GI) pipes -
were used for most purposes. However, with an increase in availability of raw materials, superior properties and
low costs compared with GI, plastic pipes have emerged as the material of choice for these applications. CRISIL
Research estimates the overall sales of the plastic pipe industry at ~₹ 290-300 billion for Fiscal 2019.
Plastic pipes are made of different types of polymers. The four key types are unplasticised polyvinyl chloride
(UPVC), which represents 65% of industry demand, chlorinated polyvinyl chloride (CPVC) – 15%, HDPE –
15% and polypropylene (PPR) – 4%. Composite pipes, which have a mix of metal and plastic layers, are also
used for similar applications.
Types and applications
46
Comparison Table
Galvanised iron
UPVC CPVC HDPE PPR
(GI)
Life (years) 15-20 20-25 30-35 50 50
Max operating
temperature
200-250 60-70 90-100 90-100 90-100
(degrees
Celsius)
Higher than
Strength (hoop) 500-600 450-550 350-400 250-300
plastic pipes
Cheaper than GI, Cheaper than GI, Cheaper than GI,
Costlier than
Cost Cheaper than GI costlier than costlier than costlier than
plastic
UPVC UPVC UPVC
Excellent anti- Good chemical
No effect due to Has anti-
corrosion and resistance and
Corrosion Corrodes faster chemical corrosive
chemical corrosion
resistance properties
resistance resistance
Leakage-free but
requires
Vulnerable to Leakage-free for
Leakage Leakage-free Leakage-free installation by
leakage lifetime
skilled
manpower
More prone to
Relatively low Extremely low Extremely low Relatively low
Bacterial bacterial growth
compared with compared with compared with compared with
growth compared with
GI GI GI GI
plastic
Fusion-welded
Cold welding. system which
Time- and
Done through Done through Known for morerequires
Installation energy-
cold welding cold welding tolerance to poor
specialised
consuming
installation training and
equipment
Needs insulation Requires less Requires less Require less Require less
Thermal as heat loss insulation as low insulation as low insulation as low insulation as low
conductivity occurs faster due thermal thermal thermal thermal
and insulation to high thermal conductivity conductivity conductivity conductivity
conductivity reduces heat loss reduces heat loss reduces heat loss reduces heat loss
Organised players increased focus on the fittings segment in the past decade
Owing to intense competition because of a large number of unorganised players, there has been pressure on
revenues and margins of organised players. To mitigate this pressure, one of the strategies adopted by organised
players is to expand their fittings capacity. Manufacture of fittings requires higher precision, thereby
constraining the unorganised players to enter this space. Because of the specialised product nature, the fittings
segment enjoys higher margins. This provides the opportunity for branded players to increase their revenues and
margins. Hence, many branded players have aggressively expanded their fittings capacity and launched new
products over the years to cater to the high demand in this segment.
DOMESTIC DEMAND – REVIEW AND OUTLOOK
The Indian plastic pipes and fittings industry rose at a healthy 10-12% CAGR between Fiscals 2014 and 2019 to
about ₹ 290-300 billion. Industry growth was driven by rising demand from the construction and irrigation
sectors. The sub-segments propelling offtake in the construction space were increasing investments in WSS
projects, substitution of metal pipes with polymer pipes, and replacement demand.
Initiatives such as Pradhan Mantri Krishi Sinchayee Yojana (PMKSY), Accelerated Irrigation Benefits
Programme (AIBP), and Command Area Development and Water Management Programme supported the
irrigation sector’s growth.
47
Additionally, the industry received a boost from the government’s Atal Mission for Rejuvenation and Urban
Transformation (AMRUT) scheme, which is aimed at providing basic services, such as WSS, and ensuring that
every household has access to a tap with assured water supply and a sewerage connection. As a result, demand
for soil, waste and rain, and drainage pipes was robust.
Domestic market size for plastic pipes
Source: industry, CRISIL Research
The industry’s growth pace is projected to accelerate over the next five Fiscal years (i.e., from April 1, 2019, to
March 31, 2024). CRISIL Research forecasts the plastic pipes and fittings industry to post a CAGR of 12-14%
to ₹ 500-550 billion in Fiscal 2024.
The factors that are expected to contribute to demand growth are:
Low per-capita consumption of plastic
India has very low per-capita plastic consumption of about 11 kg, compared with the global average of 30 kg.
Traditional materials dominate the application areas of plastic. However, over the past three to four Fiscal years,
low crude oil prices and superior properties of plastic have increased the usage of plastic in India. Hence, we
expect per-capita consumption to inch up towards the global average. Over the next five Fiscal years (i.e., from
April 1, 2019, to March 31, 2024), CRISIL Research expects demand for polymers to grow at a healthy 7-9%
CAGR.
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Per-capita plastic consumption – India versus others (2017)
Source: CRISIL Research
Substitution and replacement demand

Plastic pipes have several advantages over metal pipes. For instance, the raw materials used in manufacturing
plastic pipes are derivatives of crude oil. Hence, prices of plastic pipes are correlated to crude oil prices. The
recent fall in crude oil prices has comparatively lowered raw material prices, and, thus, plastic-pipe prices
during the period. Superior real estate properties and low prices have accelerated the substitution of metal pipes
by plastic pipes. The increase in the availability of raw materials (PVC, PE and PPR), following the
commissioning of new petrochemical facilities in India will further support the plastic-pipes industry. Another
factor driving long-term demand is the replacement of older pipes with plastic pipes.
Within the plastic pipes industry, CRISIL Research expects demand to be driven by increasing application of
HDPE and CPVC pipes.
Plastic pipes – Shift in demand segmentation, by type
UPVC pipes: These pipes find application in agriculture and plumbing for portable water supply and sewerage.
Continuous replacement of galvanised iron pipes with these pipes has supported healthy demand growth in the
past. Features such as affordability and longer life compared with metal pipes have aided this segment.
Government initiatives, such as AIBP, also provide growth potential. The presence of various brands and
established players has ensured steady growth of this segment. Over the next five Fiscal years (i.e., April 1,
2019, to March 31, 2024), CRISIL Research expects growth from this segment to be healthy at 11-12% CAGR.
49
CPVC pipes: These pipes are primarily used in plumbing applications, as well as hot and cold, potable water
distribution systems. Demand growth for this segment over the past five Fiscal years (i.e., April 1, 2014, to
March 31, 2019) has been the highest among pipes, as CPVC pipes in India are still at a nascent stage and have
huge potential due to factors such as longevity, corrosion free, fire resistant, being lead-free, and the ability to
withstand high temperatures. By Fiscal 2024, CRISIL Research expects the share of CPVC pipes in the overall
plastic pipes industry to increase and go above 20%, registering the highest growth of 20-21%.
HDPE pipes: These pipes are used in the irrigation sector, sewerage and drainage, city-gas distribution and in
chemical and processing industries. HDPE pipes account for ~15% share in the total plastic pipes industry.
These pipes have been gaining prominence over traditional metal and cement pipes, due to durability, low
maintenance and longevity versus metal pipes. Government schemes, such as PMKSY, are expected to lend
support to the segment. Consequently, CRISIL Research expects this segment to witness robust growth of 12-
13% CAGR over the next five Fiscal years (i.e., from April 1, 2019, to March 31, 2024).
PPR pipes: These pipes account for a mere 5% of the total plastic pipes demand. These pipes, which are used
for various industrial purposes, are relatively costly compared with other plastic pipes, which restricts their
usage. CRISIL Research expects demand from this segment to grow at 6-7% CAGR from April 1, 2019 to
March 31, 2024.
Plastic pipes – Growth across each segment
Investments in the end-user segments
Plastic pipes are primarily used in irrigation and WSS projects. The major demand sources are public-sector
projects undertaken by the central, state and municipal-level bodies. Key growth drivers are:
Increased spending by state governments and municipal corporations to improve accessibility of water for an
ever-increasing population; and
Heightened thrust, in the form of several central government-led schemes, to augment irrigation, urban
infrastructure and real estate. Examples include:
● Irrigation - PMKSY
● Urban infrastructure – WSS schemes such as Jawaharlal, Nehru National Urban Renewal Mission
(JNNURM), AMRUT, Swachh Bharat Mission, Smart Cities Mission
● Real estate – Housing for All scheme
Other than government schemes, demand will also be supported by an increase in private sector investments,
primarily in the real estate sector. CRISIL Research expects demand for plumbing pipes to grow with the rise in
50
the construction activity in metros as well as tier-II and tier-III cities to drive demand for plastic pipes and
fittings.
Shift in demand segmentation by end-users
Irrigation sector
The irrigation sector is the key end-user segment for plastic pipes, accounting for a 45-50% share of the
industry. Of India’s 160 million hectare of cultivated land, a little less than 50% is irrigated. In Fiscal 2016, the
central government converged irrigation schemes under the Pradhan Mantri Krishi Sinchayee Yojana (PMKSY)
to expand the area under cultivation by 2.85 million hectares in Fiscal 2017 and by 8 million hectares by 2020,
outlining a spending target of ₹ 500 billion until 2020. The key schemes converged are Accelerated Irrigation
Benefits Programme (AIBP), Integrated Watershed Management Programme, On Farm Water Management, and
Per Drop More Crop.
Investment in the sector is expected to rise in the next five years owing to the push from state governments to
increase irrigation penetration in states.
Spending in irrigation by states to increase, Centre to focus on monitoring

The government has increased the spending requirement by state governments from 32% to 42%, in line with
greater transfer of taxes to states. The central government will play an active role in monitoring the progress of
PMKSY projects, and has taken several steps to crystallise investments for irrigation, including:
● Forming SLSCs (State Level Sanctioning Committees) for 26 states
● Releasing ₹ 654 million to states for DIP preparation. As many as 675 DIPs have been submitted from
692 districts. Based on the DIPs, each state is expected to submit a state irrigation plan (SIP).
● Prioritising ~99 ongoing irrigation projects under PMKSY (AIBP) and Command Area Development &
Water Management) for completion in phases by December 2019. The government has approved the
funding arrangement for these projects through the National Bank for Agriculture and Rural Development
Consequently, CRISIL Research believes investments in irrigation will rise sharply to ₹ 5,993 billion till Fiscal
2024 from ₹ 3,866 billion over the past five years (April 1, 2014 to March 31, 2019).
Investments in irrigation
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CRISIL Research believes construction investments in irrigation will rise by 8-9% CAGR by Fiscal 2024
compared with 9-10% CAGR over the past five Fiscal years, i.e., from April 1, 2014, to March 31, 2019. Of the
total investment in irrigation, construction expenditure is estimated at 75%. This translates into a construction
expenditure of ₹ 4,882 billion up to Fiscal 2024, compared with ₹ 2,931 billion over the past five years, i.e.,
from April 1, 2014, to March 31, 2019. The rise in construction activity will lend support to the pipes and
fittings industry.
Irrigation investments are heavily skewed, with the top seven states – Andhra Pradesh, Telangana, Maharashtra,
Karnataka, Gujarat, Madhya Pradesh and Uttar Pradesh – accounting for nearly 75% of the total investments
during the past five years from April 1, 2013, to March 31, 2019. Also, a budget analysis of these states
indicates that the average achievement ratio for these states has been as high as about 95% in the past few years.
Over Fiscals 2018 to 2020 as well, the share of these states is expected to remain at about 75%, as investments
in Andhra Pradesh, Telangana, Karnataka, Madhya Pradesh and Gujarat rise significantly. Most states are
expected to focus on completing existing major and medium irrigation projects. Also, other states such as
Odisha, Rajasthan and Chhattisgarh have significantly increased their allocations towards irrigation.
Healthy growth in government investments towards WSS
WSS and plumbing are the second largest end-user segment for plastic pipes, accounting for 35-40% share of
the plastic pipes market. In the past five Fiscal years (i.e., from April 1, 2014, to March 31, 2019), government
expenditure on the sector rose at 22% CAGR to about ₹ 624 billion in Fiscal 2019. This was led by several
Central government schemes, coupled with rising emphasis by municipal authorities, such as Mumbai
Metropolitan Region Development Authority, Mumbai and Pune municipal corporations. CRISIL Research
expects overall WSS investments to be ₹ 2,924 billion over the next five years, i.e., from April 1, 2019, to
March 31, 2024, compared to ₹ 1,753 billion over the past five Fiscal years i.e., from April 1, 2014, to March
31, 2019. This will also be driven by the recently proposed “Nal se Jal” scheme, a component of the Jal Jivan
Mission, which promises to provide piped drinking water to every household in the country by 2024. The
scheme comes under the domain of the Jal Shakti Ministry, which has merged the ministries of water resources,
river development and Ganga Rejuvenation with the Drinking Water and Sanitation portfolio.
52
Investment trajectory in WSS
Real estate sector
Real estate is a key end-user sector for plastic pipes and fittings in India. Over the last few years, end-user
demand for real estate has been sluggish. Developers had delayed the possession of projects in many instances
due to various reasons, including approval delays and financial issues. However, with the implementation of
Real Estate Regulatory Authority (RERA), the confidence of end-users will improve.
Real estate demand drivers

Growth in population: The country’s population, which grew at about 1.8% CAGR during the ten-year period
between calendar years 2001 and 2011, is expected to grow at about 1.6% CAGR over Fiscals 2011 to 2021 to
1.4 billion. CRISIL Research expects housing demand to increase in line with the number of households.
Urbanisation: The share of urban population in the total population has been consistently rising, and was about
31% in calendar year 2011. Nearly 36% of the country’s population is expected to live in urban locations by
calendar year 2020, driving demand for housing in these areas.
Traction in tier II and III cities: A pick-up in demand for plastic pipes in tier II and III cities has been
observed in recent years. The healthy growth trajectory is expected to continue over the next five Fiscal years
(i.e., from April 1, 2019, to March 31, 2024).
Surging demand from the rural sector: Rural market has low penetration and less availability of branded
PVC pipes and fittings. Demand is surging from this sector, driven by the increase in disposable income of
farmers due to government initiatives, such as higher MSPs and the Mahatma Gandhi National Rural
Employment Guarantee Act (MNREGA). Marketing efforts, coupled with the implementation of GST, will help
branded players increase rural penetration.
Higher affordability led by increasing disposable income: India’s per-capita income grew at a healthy rate
between Fiscals 2014 and Fiscal 2019 to ₹ 126,404 (at current prices). Increasing disposable income, typically,
has a positive correlation with demand for housing units, as it increases affordability.
Tax incentives by the government: The interest-subvention scheme, interest deduction from taxable income,
tax exemption for principal repayment and exemption from capital gains will also be key drivers.
Government initiatives
RERA: CRISIL Research expects the Real Estate (Regulation and Development) Act or RERA, which came
into force on May 1, 2017, to result in improved transparency, timely delivery and organised operations.
53
Housing for all by 2022: Also known as the Pradhan Mantri Awas Yojana (PMAY), this scheme was launched
on June 25, 2015. It aims to minimise the housing shortage of urban poor. The Ministry of Housing and Urban
Poverty Alleviation has estimated a shortage of nearly 20 million dwelling units for the urban poor. PMAY aims
to address this by providing central assistance to the implementing agencies through states and union territories
to all eligible families/beneficiaries by 2021-22.
Investments planned in PMAY-U are underway in line with Government targets. Since inception, as of July 29,
2019, PMAY-U has witnessed total project investments worth ₹ 5,037 billion (including central assistance
worth ₹ 1,325 billion sanctioned) and sanctions of around 8.5 million units. The scheme - now in its fifth year of
implementation- is witnessing faster completion velocity in the recent months.
On funding side, in February 2018 budget, the government announced an allocation of ₹ 315 billion (including a
provision of internal and external extra budgetary resource worth ₹ 250 billion) and in July 2019, ₹ 69 billion.
However, the flow of funds from the central government side will be key as they will need around ₹ 1 trillion
over the next three years to achieve PMAY-U target of 10 million houses by 2022.
Visible traction in affordable housing under PMAY (urban)
Source: PMAY documents, project update reports, CRISIL Research
Plastic pipes’ demand to get a push by estimated 1.16 billion sq. ft. of housing supply in top 10 cities
The top ten cities in India – the National Capital Region, Mumbai, Bengaluru, Pune, Hyderabad, Kolkata,
Chennai, Ahmedabad, Chandigarh, and Kochi – are expected to have an estimated 1.16 billion sq. ft. (super
built-up area) of supply to come on stream by calendar year 2021. Organised players will be at the forefront of
tapping this opportunity because of the portfolio of quality products and presence across fittings segment. In the
top eight cities (MMR, NCR, Pune, Bengaluru, Hyderabad, Ahmedabad, Kolkata and Chennai), a total supply of
around 1,497 msf has been planned by the developers, of which, around 1,155 msf supply is expected to
materialize by 2021.
54
Estimated housing supply across select cities
Growth in investments in end-user segments, and plastic pipes and fittings industry
(CAGR) FY14 to FY19 (%) FY19 to FY24 (%)
Irrigation 9-10% 8-9%
WSS 10-11% 9-10%
Plastic pipes and fittings 10-12% 12-14%
CRISIL Research expects investments in irrigation and WSS to rise at 8-9% and 9-10% CAGR, respectively,
between Fiscals 2019 and 2024. Healthy growth in the real estate segment is expected to support growth of the
pipes and fittings industry. Within real estate, the plumbing component is estimated at 5-10% of the building
construction cost. Of the total expenditure on plumbing, 2-3% is spent on pipes. This is forecast to translate into
12-14% CAGR for the plastic pipes and fittings industry over the next five Fiscals.
Meanwhile, CRISIL Research expects the share of the organised segment in the industry to expand with the
implementation of GST. Further, organised players’ focus on marketing and distribution network expansion, and
launching innovative and branded products will see their revenue grow faster vis-à-vis the unorganised segment.
COMPETITIVE LANDSCAPE
The organised segment in the pipes and fittings industry accounts for a 60-65% share of the country’s plastic
pipes industry. However, depending on the category, the share of organised players fluctuates accordingly.
Supreme Industries enjoys the largest market share of about 11%, as of Fiscal 2019, followed by Finolex
Industries (9%), and Ashirvad Pipes (9%). The share of Prince Pipes and Fittings increased to 5% in Fiscal 2019
from 4.5% in Fiscal 2016.
55
Market share in Fiscal 2019
Source: CRISIL Research, company
56
SUMMARY OF BUSINESS
OVERVIEW
Our Company is recognized as one of the leading polymer pipes and fittings manufacturers in India in terms of
number of distributors (Source: CRISIL Research Report). We market our products under two brand names:
Prince Piping Systems; and Trubore. Due to our comprehensive product range, we are positioned as an end-to-
end polymer piping systems solution provider. We have more than 30 years’ experience in the polymer pipes
segment.
We currently manufacture polymer pipes using four different polymers: UPVC; CPVC; PPR; and HDPE, and
fittings using three different polymers: UPVC; CPVC; and PPR. As at October 31, 2019, we had a product range
of 7,167 SKUs. Our products are used for varied applications in plumbing, irrigation, and soil, waste and rain
water (“SWR”) management. Our product range meets the requirements of both the rural and urban markets.
We have six strategically located manufacturing plants, which gives us a strong presence in North, West and
South India. Our plants are located at the following locations: Athal (Union Territory of Dadra and Nagar
Haveli); Dadra (Union Territory of Dadra and Nagar Haveli); Haridwar (Uttarakhand); Chennai (Tamil Nadu);
Kolhapur (Maharashtra) and Jobner (Rajasthan). The total installed capacity of our six existing plants is 241,211
tonnes per annum as at October 31, 2019. We plan to expand the installed capacity at our plant in Jobner
(Rajasthan) from 6,221 tonnes per annum as at at October 31, 2019 to 17,021 tonnes per annum by December
31, 2019 and to 20,909 tonnes per annum by the end of Fiscal 2020. We use five contract manufacturers, of
which two are in Aurangabad (Maharashtra), one is in Guntur (Andhra Pradesh), one is in Balasore (Odisha) and
one is in Hajipur (Bihar).
We plan to set up a new manufacturing plant in Sangareddy (Telangana), with a total estimated installed
capacity of 51,943 tonnes per annum. We plan to commence production at the Telangana plant in Fiscal 2021.
We distribute our products from our six plants and 11 warehouses. Our warehouses are managed by clearing and
forwarding agents.
We sell our Prince Piping Systems products to distributors, who then resell the products to wholesalers, retailers,
and plumbers. As at October 31, 2019, we sold our Prince Piping Systems products to 1,151 distributors in
India. We sell our Trubore products directly to wholesalers and retailers. As at October 31, 2019, we sold our
Trubore products to 257 wholesalers and retailers.
Our revenue from operations for Fiscals 2017, 2018 and 2019 was ₹ 13,300.15 million, ₹ 13,205.45 million and
₹ 15,718.69 million, respectively, representing a CAGR of 8.71%. Our revenue from operations for the three-
month period ended June 30, 2019 was ₹ 3,797.66 million. Our profit before tax for Fiscals 2017, 2018 and
2019 was ₹ 959.08 million, ₹ 951.67 million and ₹ 1,114.68 million, respectively, representing a CAGR of
7.81%. Our profit before tax for the three-month period ended June 30, 2019 was ₹ 339.31 million. Our profit
for the year for Fiscals 2017, 2018 and 2019 was ₹ 741.82 million, ₹ 727.66 million, ₹ 833.51 million,
respectively, representing a CAGR of 6.00%. Our profit for the period for the three-month period ended June
30, 2019 was ₹ 266.69 million.
STRENGTHS
Strong brands in the pipes and fittings segment with over 30 years’ experience and multiple industry awards
and accolades
We have a strong legacy of more than three decades in the polymer pipes segment. We market our products
under two brand names: Prince Piping Systems and Trubore. We believe that consumers have a strong loyalty to
both our brands, which has enabled us to consistently grow our brands. We acquired the Trubore brand in
October 2012.
We have an advantage of being one of the leading organised players in this highly fragmented market. We had a
market share of approximately 5% in Fiscal 2019 and are amongst the top six organised players, which
collectively have a total market share of 49% in Fiscal 2019. (Source: CRISIL Research Report).
The fittings segment typically earns higher margins due to the specialised nature and precision required vis-à-vis
57
the pipes segment. (Source: CRISIL Research Report). We believe our strong brands enable us to increase our
presence in the fittings segment.
We have been the recipient of numerous awards, including:
• Economic Times Polymers Award (Excellence in Plastics) for excellence in building and construction
(plumbing) in the large enterprises’ category – 2017;
• Outstanding Contribution to the Plumbing Industry - awarded by the Brihanmumbai Licensed
Plumbers’ Association – 2015; and
• Indian Manufacturing Excellence Award (Silver Certificate of Merit) by Frost & Sullivan - 2015.
Comprehensive product portfolio across polymers serving diverse end-use applications
Owing to our comprehensive product portfolio, we are positioned not just as a pipe manufacturer but also as an
end-to-end piping systems supplier. We currently manufacture polymer pipes using four different polymers:
UPVC; CPVC; PPR; and HDPE, and fittings using three different polymers: UPVC; CPVC; and PPR.
We have different SKUs for different products under each polymer type. We had 7,167 SKUs as at October 31,
2019. Our products are used for varied applications in the fields of plumbing, irrigation, and SWR management.
We have a product development team, which is responsible for introducing new products and variations of
existing products. Our product development team regularly interacts with the plumbing consultants and
contractors to understand the demand for new products and variations of existing products.
Strategically located manufacturing facilities with a core focus on quality
Due to the size of pipes, an important factor in their cost is transportation costs. Therefore, it is a competitive
advantage to manufacture pipes as close as possible to the ultimate consumers.
We have established six manufacturing facilities, which are in: Athal (Union Territory of Dadra and Nagar
Kolhapur (Maharashtra) and Jobner (Rajasthan). We use five contract manufacturers, of which two are in
Aurangabad (Maharashtra), one is in Guntur (Andhra Pradesh), one is in Balasore (Odisha) and one is in Hajipur
(Bihar).
Our multi-location facilities have assisted in market penetration and developing a strong presence in North,
West and South India. For Fiscal 2019, our sales in North, South, West and East India represented 38.57%,
26.93%, 23.54% and 10.96% of our revenue from operations, respectively. For the three-month period ended
June 30, 2019, our sales in North, South, West and East India represented 34.84%, 26.71%, 22.80% and 15.65%
of our revenue from operations, respectively.
One of the major factors contributing to a player’s success is the presence of its brands in regional markets and
across India. (Source: CRISIL Research Report). Our manufacturing presence as compared to our competitors is
shown in the table below.
Company Manufacturing base(3)

Our Company(1) Maharashtra, Tamil Nadu, Uttarakhand, Dadra and Nagar Haveli, Rajasthan
Supreme Industries(2) Maharashtra, Madhya Pradesh, West Bengal, Uttar Pradesh
Finolex Industries(1) Maharashtra, Gujarat
Astral Polytechnik (1) Gujarat, Tamil Nadu, Rajasthan, Maharashtra, Uttarakhand
Jain Irrigation(1) Maharashtra, Gujarat, Tamil Nadu, Rajasthan, Andhra Pradesh
Ashirvad Pipes(1) Karnataka, Rajasthan
Note:
(1) Details are at company level.
(2) Details are for ‘plastic piping products’ segment only.
(3) Based on details available as of September 30, 2019.
(Source: CRISIL Research Report)
We have an ISO 9001:2008 certified manufacturing process for each of our plants, except for our Kolhapur and
Rajasthan plants. We have an ISO 14001:2015 certification for our Haridwar, Dadra and Chennai plants and an
EMS certification ISO 50001:2011 (relating to energy efficiency) for our Chennai, Athal, Dadra, Kolhapur and
Haridwar plants. We have checks and testing systems in place, from the procurement of raw material to the
58
manufactured product, for ensuring the quality of our products.
Large and growing distribution network
and plumbers. We sell our Trubore products directly to wholesalers and retailers. We have a pan-India network
of distributors for our Prince Piping Systems products and a network of wholesalers and retailers for our
Trubore brand products in South India. As at March 31, 2017, 2018 and 2019 and October 31, 2019, we had
766, 955, 1,253 and 1,408 distributors and wholesalers and retailers buying directly from us, respectively, which
represented an 83.81% increase from March 31, 2017 to October 31, 2019. Set forth below is a map showing
our distribution network as at October 31, 2019.
Our technical collaboration with a reputed international player for almost the last five years, which has
helped us to improve the quality of our products and our manufacturing efficiency
Since January 2015, Wavin Overseas B.V. (“Wavin”), a company headquartered in Zwolle in The Netherlands,
has been providing us with the technology and know-how in the manufacture of our products to improve the
quality thereof and to improve manufacturing efficiency. Pursuant to an agreement that expires on January 1,
2020, Wavin provides us with, among other things, (a) advice relating to management systems, such as quality
control systems, costing systems and e-business, (b) product know-how, such as products design and jointing
techniques; and (c) production technology, such as choice, formulations and quality requirements for raw
materials, preparation technology and equipment, extrusion technology and equipment, injection moulding
technology and equipment, and fabricated fittings technology and equipment. Wavin has a direct presence in
over 25 countries with some 30 manufacturing sites, and is dedicated to supplying a range of plastic pipe
systems for building and infrastructure projects, and licensing of know-how and intellectual property rights
(Source: https://www.wavin.com/en-en/About accessed September 21, 2018).
59
As a result of our technical collaboration with Wavin, we have seen significant improvements in our production
processes at our Athal and Dadra plants. The average number of breakdowns per week (availability) at our Athal
plant decreased from 40 for Fiscal 2016 to 23 for the six months ended September 30, 2019 and the Athal
plant’s overall equipment efficiency increased from 86.5% for Fiscal 2016 to 91.2% for Fiscal 2019. The
Athal’s plant overall equipment efficiency decreased to 85.4% for the six months ended September 30, 2019 as
a result of our trials on phasing out the use of lead stabilizers in PVC pipes and replacing it with tin-based
compounds. As per the Order of the National Green Tribunal in the matter of Ajay Kumar Singh Vs Union of
India & Others dated January 14, 2019 regarding notification of standards of lead to be used in PVC pipes and
to phase out lead as stabilizer in PVC pipes, the tribunal directed the Ministry of Environment & Forest and
Climate Change to furnish a status report on the matter within one month. As such expected, we expected the
draft rules in relation to the same from the Ministry of Environment, Forest and Climate Change at any point of
time thereafter and from April 2019 we began conducting trials to replace lead stabilizers with tin-based
compounds in the manufacture of PVC pipes. The Ministry of Environment, Forest and Climate Change through
a gazette notification dated September 12, 2019, issued the draft Lead Stabilizer in Polyvinyl Chloride (PVC)
Pipes and Fittings, Rules, 2019, regarding the phasing out of lead stabilizers. We are still in the transition phase
of replacing lead stabilizers with tin-based compounds in the manufacturing of our PVC pipes and fittings. The
average number of breakdowns per week (availability) at our Dadra plant has decreased from 50 for Fiscal 2016
to 11 for the six months ended September 30, 2019 and the Dadra plant’s overall equipment efficiency has
increased from 76.1% for Fiscal 2016 to 84.4% for the six months ended September 30, 2019. See the table
below for more details.
Parameter Athal Plant Dadra Plant

Fiscal Fiscal Fiscal Fiscal Six months Fiscal Fiscal Fiscal Fiscal Six months
2016 2017 2018 2019 ended 2016 2017 2018 2019 ended
September September
30, 2019 30, 2019
Average 40 28 27 21 23 50 37 11 8 11
number of
breakdown
s per week
(availabilit
y)
Overall 86.5 86.8 91.1 91.2 85.4 76.1 80.3 86.0 84.5 84.4
equipment
efficiency
(%)(1)
Note:
(1) Overall equipment effectiveness quantifies how well a manufacturing unit performs relative to its designed capacity during the periods
when it is scheduled to run.
We are in discussions with Wavin about entering into a new agreement. However, if we do not end up entering
into a new agreement with Wavin, we will continue to implement the technology and know-how in the
manufacture of our products Wavin has already provided to us for almost five years,
Strong management team
We have a strong management team led by Jayant Shamji Chheda, our Chairman and Managing Director and
one of our Promoters, who has more than three decades’ experience in the pipes segment. He was awarded the
Lifetime Achievement Award at the Vinyl India Conference in 2014 for his extensive contribution to the piping
industry and the society. Parag Jayant Chheda, one of our executive Directors and one of our Promoters, has
more than two decades’ experience in the pipes and fittings segment. He was the recipient of the Inspiring
Business Leader Award at the Economic Times Summit in the ‘Business and Industry’ category. Vipul Jayant
Chheda, one of our executive Directors and one of our Promoters, has more than two decades’ experience in the
pipes and fittings segment. Shyam Kishanchand Sharda, our Chief Financial Officer, is a Chartered Accountant
and has approximately two decades’ experience in accounting, finance, and taxation.
We have a strong team of professionals to manage the core functional areas such as finance, procurement,
manufacturing, logistics, sales and marketing, human resources, and information technology.
60
STRATEGIES
Continue to optimize our product mix to improve margins
We will continue to actively manage our product mix at each of our plants to ensure we are maximizing our
profit margins. Our CPVC, PPR and HDPE products have higher margins than our UPVC products and our
plumbing products have a higher margin than our other products. Our fittings have higher margins than our
pipes and we endeavor to optimize our mix of pipes and fittings to maximize our margins.
Increase our sales of DWC pipes
Until the fourth quarter of Fiscal 2018, our focus for our Prince Pipes Systems brand was on products for
application above ground, namely, plumbing, irrigation, and sewage disposal. We conducted a pan-India survey
through an independent agency to estimate the potential demand of pipes for water supply and sanitation over
the four-year period ending March 31, 2021, and based on the various government initiatives and the outcome of
the market survey, we decided to enter into this segment with DWC pipes. In the fourth quarter of Fiscal 2017,
we expanded the reach of our products for application in underground drainage by entering the HDPE segment
with DWC pipes when our Haridwar plant began producing DWC pipes with one machine that has an installed
capacity of 8,820 tonnes per annum. We have subsequently installed two machines to produce DWC pipes in
our Chennai plant; one in July 2018 with an installed capacity of 8,820 tonnes per annum (as at October 31,
2019), and another in October 2018 with an installed capacity of 5,544 tonnes per annum (as at October 31,
2019). In addition, in October 2018 we installed a machine for manufacturing DWC pipes that has an installed
capacity of 13,440 tonnes per annum in our Dadra plant. Our contract manufacturer in Aurangabad
(Maharashtra) began production of DWC pipes for us in June 2018 using a machine owned by us that has an
installed capacity of 5,544 tonnes per annum (as at October 31, 2019). For Fiscals 2018 and 2019 and the three-
month period ended June 30, 2019, our Net Revenue from Sale of Products from sales of DWC pipes was ₹
26.96 million, ₹ 467.06 million and ₹ 76.20 million, respectively, which represented 0.21%, 2.99% and 2.01%
of our Net Revenue from Sale of Products for those periods, respectively. We believe our increased installed
capacity for manufacturing DWC pipes will enable us to increase our sales of DWC pipes.
DWC pipes are pipes with full circular dual-wall cross-section, with an outer corrugated pipe wall and a smooth
inner surface. DWC pipes are used in the irrigation sector, sewerage and drainage, city-gas distribution and in
chemical and processing industries. HDPE pipes account for approximately 15% share in the total plastic pipes
industry. These pipes have been gaining prominence over traditional metal and cement pipes, due to durability,
low maintenance and longevity versus metal pipes. Government schemes, such as PMKSY, are expected by
CRISIL Research to lend support to the segment. Consequently, CRISIL Research expects this segment to
witness robust growth of 12-13% CAGR over the next five fiscal years (i.e., from April 1, 2019, to March 31,
2024).
Increase sales of our Prince Piping Systems products by reaching out to more retailers and expanding our
distribution network both in new areas as well as in areas where we already have a strong presence
We plan to increase sales of our Prince Piping Systems products by increasing the number of retailers who stock
our products. We plan to expand the sale of our Prince Piping Systems products into cities where our products
are not currently sold as well as consolidating our position in areas where we already have a strong presence.
Our strategy is to focus on increasing the width and depth of our distribution network by increasing the number
of distributors, and the frequency and quantity of our products purchased by retailers through our distributors.
Our salespersons meet with prospective distributors and retailers who do not currently stock our products to
encourage them to do so. As we do not sell our products directly to retailers, we connect each new retailer that
wants to sell our products to one of our existing distributors. Our salespersons also meet with distributors in
areas where we do not have a distributor to encourage them to stock our products.
Set up a new manufacturing plant in Telangana and expand capacity at our plant in Rajasthan
The opening of this new plant will improve our efficiency thus making us more competitive. Currently, our
markets in South India are catered to by our plants in Athal and Haridwar. The opening of the Telangana plant
will enable up to compete in these markets more effectively. For more details on this proposed new plant, see
61
“Our Business –Manufacturing −Proposed New Plant” on page 158.
We recently set up a new manufacturing plant in Jobner (Rajasthan), from which we began sales to third parties
in September 2019. The plant’s installed capacity was 6,221 tonnes per annum as at October 31, 2019. The plant
has been constructed so that the installed capacity can be increased to up to 40,621 tonnes per annum based on
machines currently available in the market. We plan to increase the plant’s installed capacity to 17,021 tonnes
per annum by December 31, 2019 and to 20,909 tonnes per annum by the end of Fiscal 2020. We plan to further
increase the plant’s installed capacity based on market demand for our products. For more details on the plant,
see “Our Business–Manufacturing” on page 157.
Expand the Trubore brand to new geographies
We acquired the Trubore brand in October 2012 and it is now our premium brand. Trubore brand products are
currently sold in South India, primarily in Tamil Nadu. We plan to increase sales of our Trubore brand products
by increasing our marketing efforts and the number of wholesalers and retailers for our Trubore brand products.
We plan expand the presence of our Trubore brand initially in all other states in South India and then gradually
expand in North, East and West India, thereby making our Trubore brand a pan-India brand in the next three or
four years.
Brand building through major marketing initiatives
We plan to increase awareness of our brands through major marketing initiatives. For example, in November
2016, in an endeavour to differentiate our Prince Piping Systems brand from other brands, we launched a loyalty
program called ‘Prince Udaan’ to connect with and reward our distributors, retailers, wholesalers, and plumbers.
Under this loyalty program, buyers of Prince Piping Systems’ products who are enrolled in the loyalty program
receive reward points on every purchase and they can then redeem the points against a number of gifts available.
This loyalty program is currently operational in North India (except Madhya Pradesh), West India, South India,
East India (only in Bihar, Jharkhand and West Bengal). We are in the process of rolling it out to other areas
across India. For more details on this loyalty program, see “Our Business -Sales and Marketing” on page 161.
We plan to spend the majority of our below the line advertising budget on activities such as meetings with
dealers, meetings with retailers, architects and consultants for informing them about our new products, meetings
with plumbers to educate them about our products, meetings with consultants who specify brands for
construction projects, giving away branded estimation/pocket pads and other branded gifts as sales promotion
items, undertaking branding activities in rural areas and Tier II and Tier III towns, media event sponsorship and
exhibiting our products at trade shows and exhibitions. We plan to spend the majority of our above the line
advertising budget on television commercials, outdoor hoardings and wall paintings and transit media
advertisement on trains, buses, autos, and magazines advertisements. We also plan to increase the visibility of
our Prince Piping Systems’ products and brand by leveraging our celebrity brand ambassador for Prince Piping
Systems through exposure across various touchpoints. For more details, see “Our Business - Sales and
Marketing - Brand Development and Media Strategy” on page 161.
62
SUMMARY FINANCIAL INFORMATION
The following tables set forth summary financial information derived from our Restated Financial Statements.
The Restated Financial Statements are presented in the section titled “Financial Statements” beginning on page
212.
We have prepared our Restated Financial Statements for: (a) the three-month period ended June 30, 2019 and
fiscal years ended March 31, 2019, March 31, 2018, March 31, 2017 and March 31, 2016 (proforma) in
accordance with the Indian Accounting Standards notified under Section 133 of the Companies Act, 2013, read
with the Companies (Indian Accounting Standards) Rules, 2015 and restated in accordance with the SEBI ICDR
Regulations and the Guidance Note on Reports in Company Prospectuses, 2016, issued by the ICAI; and (b)
fiscal years ended March 31, 2015 and March 31, 2014, in accordance with the Companies Act, 2013 and the
Indian GAAP and restated in accordance with the SEBI ICDR Regulations and the Guidance Note on Reports in
Company Prospectuses, 2016, issued by the ICAI.
As at and for the three-month period ended June 30, 2019 and at as and for the years ended March 31, 2019,
2018, 2017, 2016, 2015 and 2014 our Company did not have any subsidiaries and consequently, the Restated
Financial Statements have been prepared and presented on a standalone basis. The summary financial
information presented below should be read in conjunction with the Restated Financial Statements, the notes
thereto and the section titled “Management’s Discussion and Analysis of Financial Condition and Results of
Operations” on page 309.
RESTATED SUMMARY STATEMENT OF ASSETS AND LIABILITIES
(₹ in million)
Particulars As at As at As at As at As at
June 30, March 31, March 31, March 31, March 31,
2019 2019 2018 2017 2016
(Ind AS) (Ind AS) (Ind AS) (Ind AS) (Proforma
Ind AS)
ASSETS
Non-Current Assets
Property, plant and equipment 3,601.26 3,595.11 3,323.72 2,636.91 2,313.83
Capital Work in Progress 765.85 615.08 146.77 180.32 141.26
Right-Of-Use Assets 58.39 62.37 78.30 10.63 22.22
Goodwill 2.96 2.96 2.96 2.96 2.96
Other Intangible Assets 34.56 35.55 41.52 34.76 36.33
Financial Assets
Investments 9.06 7.77 7.36 7.25 5.14
Loans 79.72 74.22 73.43 51.49 53.77
Other Financial Assets 86.78 86.78 - - -
Other Non-Current Assets 622.55 582.19 692.25 14.47 25.66
Total Non-Current Assets 5,261.13 5,062.03 4,366.31 2,938.79 2,601.17
Current Assets
Inventories 2,186.58 2,010.56 2,415.17 1,742.40 1,005.18
Financial Assets
Investments - - - - 9.93
Trade Receivables 1,904.77 2,503.61 2,393.93 2,367.37 2,389.93
Cash and Cash Equivalents 2.54 88.90 2.31 27.18 0.45
Other Balances with Banks 127.60 134.25 93.98 96.50 85.28
Loans 2.32 2.33 2.59 3.66 3.82
Other Financial Assets 2.57 1.32 2.62 0.94 3.40
Income Tax Assets (net) - 5.22 - 24.34 14.69
Other Current Assets 657.06 595.91 451.08 403.87 419.15
4,883.44 5,342.10 5,361.68 4,666.26 3,931.83
Assets classified as held for sale - - 70.78 - -
Total Current Assets 4,883.44 5,342.10 5,432.46 4,666.26 3,931.83
Total Assets 10,144.57 10,404.13 9,798.77 7,605.05 6,533.00
EQUITY AND LIABILITIES

Equity
63
Particulars As at As at As at As at As at
June 30, March 31, March 31, March 31, March 31,
2019 2019 2018 2017 2016
(Ind AS) (Ind AS) (Ind AS) (Ind AS) (Proforma
Ind AS)
Equity Share Capital 900.16 900.16 900.16 450.08 480.08
Other Equity 3,378.40 3,107.51 2,265.63 1,975.36 1,361.67
Total Equity 4,278.56 4,007.67 3,165.79 2,425.44 1,841.75
Liabilities
Non-Current Liabilities
Financial liabilities
Borrowings 981.82 1,057.69 1,461.86 1,057.62 894.63
Lease Liabilities 39.87 43.95 60.59 - 8.90
Other Financial Liabilities 160.80 160.29 162.04 154.51 139.75
Provisions 84.92 78.16 68.83 45.47 43.13
Deferred Tax liabilities (Net) 114.18 135.49 127.49 117.25 109.14
Other Liabilities - - 5.10 - -
Total Non-Current Liabilities 1,381.59 1,475.58 1,885.91 1,374.85 1,195.55
Current Liabilities
Borrowings 1,609.34 1,456.78 1,698.33 1,887.64 1,858.87
Lease Liabilities 16.42 16.64 17.50 8.90 10.53
Trade Payables – MSME 32.63 46.11 50.03 67.79 49.86
Trade Payables – Other than MSME 1,671.18 2,105.52 1,919.98 953.40 941.56
Other Financial Liabilities 1,033.72 1,114.69 963.83 744.36 557.98
Provisions 11.28 16.47 12.05 24.12 21.34
Current tax Liabilities 28.59 - 27.39 - -
Other Liabilities 81.26 164.68 57.96 118.54 55.56
Total Current Liabilities 4,484.42 4,920.89 4,747.07 3,804.75 3,495.70
Total Liabilities 5,886.01 6,396.47 6,632.98 5,179.60 4,691.25
Total Equity and Liabilities 10,144.57 10,404.13 9,798.77 7,605.05 6,533.00
RESTATED SUMMARY STATEMENT OF PROFIT AND LOSS
(₹ in million)
Particulars For the As at For year For year For year
three- March 31, ended ended ended
month 2019 March 31, March 31, March 31,
period (Ind AS) 2018 2017 2016
ended (Ind AS) (Ind AS) (Proforma
June 30, Ind AS)
2019
(Ind AS)
Revenue from Operations 3,797.66 15,718.69 13,205.45 13,300.15 10,810.57
Other Income 4.26 71.26 60.26 24.80 5.61
Total Revenue 3,801.92 15,789.95 13,265.71 13,324.95 10,816.18
Expenses:
Cost of Materials Consumed 2,789.92 10,728.59 8,938.14 8,364.74 7,047.06
Purchase of Stock-in-Trade 62.62 340.84 461.74 1,075.44 327.43
Changes in Inventories of Finished Goods, (163.51) 204.18 (185.60) (549.58) 87.24
Stock-in-Trade and Work-in-Progress
Excise duty - - 55.05 835.19 736.89
Employee Benefit Expense 197.83 783.31 725.61 609.56 527.22
Finance Cost 73.85 364.00 361.08 363.74 334.97
Depreciation and Amortization Expenses 118.23 451.64 380.88 328.29 296.84
Other Expenses 383.67 1,802.71 1,577.14 1,338.49 1,088.54
Total Expenses 3,462.61 14,675.27 12,314.04 12,365.87 10,446.19
Profit before exceptional items and tax 339.31 1,114.68 951.67 959.08 369.99
Exceptional Items - - - - -
64
Particulars For the As at For year For year For year
three- March 31, ended ended ended
month 2019 March 31, March 31, March 31,
period (Ind AS) 2018 2017 2016
ended (Ind AS) (Ind AS) (Proforma
June 30, Ind AS)
2019
(Ind AS)
Profit before tax 339.31 1,114.68 951.67 959.08 369.99
Tax expense
Current tax 94.18 272.43 214.54 208.96 81.84
Deferred tax (21.56) 8.74 9.47 8.30 (7.20)
(Excess) / Short Provision for tax adjustments - - - -
in respect of earlier years (Net)
Total Tax Expense 72.62 281.17 224.01 217.26 74.64
Profit for the year 266.69 833.51 727.66 741.82 295.35

Other Comprehensive Income
Items that will not be reclassified to Profit or 0.97 (2.39) 2.10 (0.33) (2.80)
Loss
Income tax relating to items that will not be (0.24) 0.74 (0.77) 0.18 0.93
reclassified to profit or loss
Items that will be reclassified to Profit or 1.63 0.61 4.18 (10.29) -
Loss
Income tax relating to items that will be - - -
reclassified to profit or loss
Total Other Comprehensive Income 2.36 (1.04) 5.51 (10.44) (1.87)
Total Comprehensive Income for the year 269.05 832.47 733.17 731.38 293.48
Earning per equity share

(Face Value per Share Rs 10 each)
Basic (in ₹) 2.96 9.26 8.08 7.85 3.18
Diluted (in ₹) 2.96 9.26 8.08 7.85 3.18
RESTATED SUMMARY STATEMENT OF CASH FLOWS
(₹ in million)
Particulars For the As at For year For year For
three- March ended ended year
month 31, 2019 March March ended
period (Ind AS) 31, 2018 31, 2017 March
ended (Ind AS) (Ind AS) 31,
June 30, 2016
2019 (Profor
(Ind ma Ind
AS) AS)
A. CASH FLOW FROM OPERATING ACTIVITIES
Net Profit/ (Loss) Before Tax 339.31 1,114.68 951.67 959.08 369.99
Adjustments
Depreciation and Amortisation Expenses 118.23 451.64 380.88 328.29 296.84
Provision for Gratuity and Leave Encashment 1.56 13.75 13.51 4.53 (0.04)
Interest paid 64.69 330.27 320.87 321.55 303.89
Provision for Doubtful Debts 6.71 4.93 20.92 8.16 -
Bank Commission and Charges paid 8.92 30.99 37.96 37.03 28.61
Employee Stock Compensation for Option granted 1.83 9.41 7.18 -
Unrealised Foreign Exchange Difference 16.53 (33.00) 23.63 (11.66) (7.13)
Mark to Market gain on Derivatives 5.73 6.03 (15.34) 11.07 2.83
(Gain)/Loss on fair valuation of Investments through P&L (0.26) (0.69) (0.93) (1.84) 0.26
(Profit)/Loss on sale of Property, Plant and 6.66 (28.87) 7.65 5.69 2.19
Equipment
65
Particulars For the As at For year For year For
three- March ended ended year
month 31, 2019 March March ended
period (Ind AS) 31, 2018 31, 2017 March
ended (Ind AS) (Ind AS) 31,
June 30, 2016
2019 (Profor
(Ind ma Ind
AS) AS)
(Profit)/Loss on sale of investments - - - (3.61) -
Dividend Received - (0.05) (0.05) (0.03) (0.06)
Operating Profit before Working Capital Changes 569.91 1,899.09 1,747.95 1,658.26 997.38
Adjustments for
Decrease/ (Increase) Inventories (176.02) 404.61 (672.78) (727.69) 120.46
Decrease/ (Increase) Trade & Other Receivables 541.25 (294.80) (195.99) 34.56 (444.16
)
Increase/ (Decrease) Trade & Other Payables 501.04 906.03 221.68 295.39
(571.93)
Cash Generated from Operations 363.21 2,509.94 1,785.21 1,186.81 969.07
Taxes paid (net) (60.33) (305.04) (162.82) (218.61) (75.02)
Net Cash Flow from Operating Activities (A) 302.88 2,204.90 1,622.39 968.20 894.05
B. CASH FLOW FROM INVESTING ACTIVITIES

Purchase of Property, Plant and Equipment (917.98) (1,118.99) (684.70) (509.50
(229.11) )
Sale of Property, Plant and Equipment 1.05 84.38 82.42 1.73 12.80
Capital Advances paid (89.93) (217.03) (666.79) (9.53) (20.81)
Purchase of Non-Current Investment (1.04) - - (1.60) (11.59)
Sale of Non-Current Investment - - 0.68 15.13 -
Dividend Received - 0.05 0.05 0.03 0.06
Net Cash Flow from Investing Activities (B) (1,050.5 (1,702.63) (678.94) (529.04
(319.03) 8) )
C. CASH FLOW FROM FINANCING ACTIVITIES

Proceeds from Non-Current/Current (Net) 7.69 (688.97) 424.63 254.26 (21.02)
Net Lease impacts (4.82) (18.47) (17.58) (16.74) (15.93)
Proceeds on buyback of shares - - - (147.68) -
Bank Commission and Charges paid (8.92) (30.99) (37.96) (37.03) (28.61)
Interest paid (64.16) (329.30) (313.73) (315.34) (299.38
)
Net Cash Flow from Financing Activities (C) (70.21) (1,067.7 55.37 (262.53) (364.94
3) )
D. Net Increase/(Decrease) in Cash & Cash Equivalents (86.36) 86.59 (24.87) 26.73 0.07
(A+B+C)
Cash and Cash Equivalents at the beginning of the year 88.90 2.31 27.18 0.45 0.38
Cash and Cash Equivalents at the end of the year 2.54 88.90 2.31 27.18 0.45
Net Increase/(Decrease) in Cash & Cash Equivalents (86.36) 86.59 (24.87) 26.73 0.07
Components of Cash and Cash Equivalents :
-Cash on hand 0.84 0.52 0.62 0.29 0.36
-Cheques on hand
-Balances with Banks
-on current account 1.70 88.38 1.69 26.89 0.09
(₹ in million)
Particulars As at March 31, 2015 As at March 31, 2014
(Indian GAAP) (Indian GAAP)
I. EQUITY & LIABILITIES
1 Shareholders funds
Share Capital 480.08 480.08
66
Reserves and Surplus 1,064.06 910.79
2 Non-Current Liabilities
Long term Borrowings 714.14 883.56
Deferred Tax Liabilities 116.24 135.56
Other Long Term Liabilities 137.88 112.72
Long Term Provisions 41.84 22.56
3 Current Liabilities
Short Term Borrowings 2,061.40 2,440.04
Trade Payables
- Micro, Small and Medium Enterprises 57.96 45.38
- Others 705.33 408.24
Other Current Liabilities 551.41 495.61
Short Term Provisions 20.22 13.31
Total 5,950.56 5,947.85

II. ASSETS
1 Non-Current Assets
Property, Plant and Equipment 2,199.63 2,193.29

Intangible assets 42.07 49.19
Capital work in progress 43.52 26.35
Non Current Investments 1.57 3.93
Long Term Loans and Advances 4.05 6.90
Other Non-Current Assets 50.33 48.75
2 Current Assets
Inventories 1,125.64 1,291.98
Trade Receivables 2,120.36 2,037.70
Cash and Bank Balances 60.40 56.09
Short Term Loans and Advances 165.88 183.96
Other Current Assets 137.11 49.71
Total 5,950.56 5,947.85
(₹ in million)
Particulars For the year ended For the year ended
March 31, 2015 March 31, 2014
I Revenue from Operations 9,571.91 10,063.42

II Other Income 20.61 44.01
III Total Revenue (I+II) 9,592.52 10,107.43
Expenses:
Cost of Material Consumed 7,130.97 6,838.53
Purchases of Stock In Trade 197.79 713.56
Changes in inventories of Finished Goods (74.10) 178.90
Employee Benefits Expense 487.67 458.72
Finance Cost 373.95 480.49
Depreciation 285.45 264.54
Other Expenses 1,012.49 849.39
IV Total Expenses 9,414.22 9,784.13
V Profit before exceptional items & tax (III-IV) 178.30 323.30
VI Exceptional Items - -
VII Profit from Ordinary Activities before tax 178.30 323.30
VIII Tax Expense:
Current Tax 38.93 69.54
Deferred Tax (17.44) 2.97
Total Tax Expense 21.49 72.51
67
IX Profit from Ordinary Activities after tax(VII-VIII) 156.81 250.79
X Extraordinary Item (net of tax expense) - -
XI Profit for the year (IX-X) 156.81 250.79
XII Earnings per equity share(Face value of Rs. 10
each):
Basic and Diluted (in Rupees) 1.63 2.61
RESTATED SUMMARY STATEMENT OF CASH FLOWS
(₹ in million)
Particulars For the year ended For the year ended
March 31, 2015 March 31, 2014
A.CASH FLOW FROM OPERATING ACTIVITIES

Net Profit Before Tax 178.30 323.30
Adjustments
Depreciation and Amortisation Expenses 285.45 264.54
Provision for Gratuity and Leave Encashment 26.14 11.15
Interest paid 339.20 355.77
Provision for Doubtful Debts 8.21 -
Bank Commission and Charges paid 22.17 17.76
Unrealised Foreign Exchange Difference (8.72) (9.36)
(Profit)/Loss on sale of Property, Plant and Equipment 0.41 5.94
Investments Written off - 4.90
(Profit)/Loss on sale of investments 3.22 -
Dividend Received (0.09) (0.07)
Interest Received - (25.17)
Operating Profit before Working Capital Changes 854.29 948.76
Adjustments for
Decrease/ (Increase) Inventories 166.34 (64.30)
Decrease/ (Increase) Trade & Other Receivables (170.18) (321.52)
Increase/ (Decrease) Trade & Other Payables 410.31 (351.41)
Cash Generated from Operations 1,260.76 211.53
Taxes paid (net) (33.00) (83.76)
Net Cash Flow from Operating Activities (A) 1,227.76 127.77

Purchase of Property, Plant and Equipment (311.71) (373.44)
Sale of Property, Plant and Equipment 4.06 9.38
Purchase of Long Term Investments (0.62) (0.07)
Sale of Long Term Investments (0.25) -
Dividend Received 0.09 0.07
Net Cash Flow from Investing Activities (B) (308.43) (364.06)

Proceeds from Long Term/Short Term Borrowings (Net) (559.05) 573.74
Interest Received - 25.17
Bank Commission and Charges paid (22.17) (17.76)
Interest paid (339.20) (355.77)
Net Cash Flow from Financing Activities (C) (920.42) 225.38
D. Net Increase/(Decrease) in Cash & Cash Equivalents (1.09) (10.91)
(A+B+C)
Cash and Cash Equivalents at the beginning of the year 1.47 12.38
Cash and Cash Equivalents at the end of the year 0.38 1.47
Net Increase/(Decrease) in Cash & Cash Equivalents (1.09) (10.91)
Components of Cash and Cash Equivalents:
-Cash on hand 0.30 0.42
-Balance with Banks
-On current account 0.08 1.04
68
THE OFFER
The following table summarises the Offer details:
Offer (1) (2) (3) Up to [●] Equity Shares aggregating up to ₹ 5,000 million
Comprising:
Fresh Issue(2) Up to [●] Equity Shares aggregating up to ₹ 2,500 million

Offer for Sale (3) Up to [●] Equity Shares aggregating up to ₹ 2,500 million
- By Jayant Shamji Chheda Up to [●] Equity Shares aggregating up to ₹ 200 million
- By Tarla Jayant Chheda Up to [●] Equity Shares aggregating up to ₹ 1,400 million
- By Parag Jayant Chheda Up to [●] Equity Shares aggregating up to ₹ 500 million
- By Vipul Jayant Chheda Up to [●] Equity Shares aggregating up to ₹ 400 million
The Offer consists of:
A. QIB Portion* (4) Not more than [●] Equity Shares
Of which:
Anchor Investor Portion* Up to [●] Equity Shares
Net QIB Portion (assuming Anchor Investor [●] Equity Shares
Portion is fully subscribed)
Of which:
Mutual Fund Portion [●] Equity Shares
Balance for all QIBs including Mutual [●] Equity Shares
Funds
B. Non-Institutional Portion(4) Not less than [●] Equity Shares
C. Retail Portion(4) Not less than [●] Equity Shares
Pre and post-Offer Equity Shares

Equity Shares outstanding prior to the Offer, as on the 95,980,816 Equity Shares
date of this Red Herring Prospectus(5)(6)
Equity Shares outstanding after the Offer [●] Equity Shares
Use of Net Proceeds See the section titled “Objects of the Offer” on page 98.
Our Company will not receive any proceeds from the Offer
for Sale.
* Our Company and Promoter Selling Shareholders may, in consultation with the BRLMs, allocate up to 60% of the QIB
Portion 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. 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. 5% of the QIB Portion (excluding Anchor
Investor Portion) shall be available for allocation on 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, including Mutual Funds,
subject to valid Bids being received at or above the Offer Price. However, if aggregate demand from Mutual Funds is less
than [●] Equity Shares, the balance Equity Shares available for allotment in the Mutual Fund Portion will be added to the
QIB Portion and allocated proportionally to the QIB Bidders (other than Anchor Investors) in proportion to their Bids.
For further details, see the section titled “Offer Procedure” on page 380.
(1)
The Offer has been authorised by a resolution of our Board dated September 24, 2018, and by a special resolution of our
Shareholders at the EGM held on September 29, 2018.
(2)
Our Company has, in consultation with the BRLMs, undertaken a Pre-IPO placement of 596,500 CCPS for cash
consideration aggregating to ₹ 1,061.77 million, which have been converted into 5,965,000 Equity Shares. The size of the
Fresh Issue of up to ₹ 3,561.77 million has been reduced by ₹ 1,061.77 million pursuant to the Pre-IPO Placement and
(3)
The Offer for Sale has been authorised by the Promoter Selling Shareholders as follows:
Promoter Selling Shareholder Equity Shares offered in the Offer Date of consent/ authorisation
for Sale aggregating up to (in ₹
million)
Jayant Shamji Chheda 200 Letter dated October 15, 2018 read
with letter dated November 22, 2019
Tarla Jayant Chheda 1,400 Letter dated October 15, 2018 read
69
Promoter Selling Shareholder Equity Shares offered in the Offer Date of consent/ authorisation
for Sale aggregating up to (in ₹
million)
Parag Jayant Chheda 500 Letter dated October 15, 2018 read
Vipul Jayant Chheda 400 Letter dated October 15, 2018 read
The Board has taken on record the Offer for Sale by the Promoter Selling Shareholders pursuant to its resolutions dated
September 24, 2018 and November 22, 2019. The Promoter Selling Shareholders, severally and not jointly, confirm that
the portion of the Equity Shares offered by each of the Promoter Selling Shareholders are eligible for being offered in the
Offer for Sale in terms of Regulation 26(6) of the SEBI ICDR Regulations.
(4)
Subject to valid Bids being received at or above the Offer Price, under-subscription, if any, in any category (except in the
QIB Portion, would be allowed to be met with spill-over from other categories or a combination of categories at the
discretion of our Company and the Promoter Selling Shareholders, in consultation with the BRLMs and the Designated
Stock Exchange, on a proportionate basis. In the event of under-subscription in the Offer, subject to receiving minimum
subscription for 90% of the Fresh Issue and compliance with Rule 19(2)(b)(ii) of the SCRR read with Regulation 41 of
the SEBI ICDR Regulations, Allotment will be first made towards the Fresh Issue from the valid Bids. For further details,
please see the section titled “Offer Structure” on page 376.
(5)
Our Company has granted 900,028 options to its eligible employees, in accordance with ESOP 2017 and applicable law,
of which 6,61,604 options are in force as on November 26, 2019. This figure does not factor in the Equity Shares that may
be issued pursuant to exercise of such options, once they are vested, or options that may have been forfeited, lapsed or
cancelled. For further details, see section titled “Capital Structure” on page 81.
(6)
Includes 5,965,000 Equity Shares issued by our Company pursuant to conversion of 596,500 CCPS issued for cash
consideration aggregating to ₹ 1,061.77 million, pursuant to the Pre-IPO Placement.
Allocation to Bidders in all categories, except the Retail Portion and Anchor Investor Portion, shall be made on
a proportionate basis. For further details, see the section titled “Offer Procedure – Allotment Procedure and
Basis of Allotment” on page 427.
70
GENERAL INFORMATION
Our Company was incorporated as ‘Prince Pipes and Fittings Private Limited’ on November 13, 1987 at
Mumbai, Maharashtra as a private limited company under the Companies Act, 1956. Thereafter, pursuant to
Section 43A(1A) of the Companies Act, 1956, our Company became a deemed public limited company with
effect from July 1, 1998. Further, Pursuant to Section 43A(2A) of the Companies Act, 1956, our Company
converted back into a private company on May 18, 2001. Subsequently, upon conversion into a public limited
company pursuant to a special resolution of our Shareholders dated August 7, 2017, the name of our Company
was changed to ‘Prince Pipes and Fittings Limited’, and a fresh certificate of incorporation was issued by the
RoC on August 11, 2017. For further details in relation to changes in the name and registered office of our
Company, see the section titled “History and Certain Corporate Matters” on page 174.
Registration Number: 006287
Corporate Identity Number: U26932GA1987PLC006287
Registered Office
Plot No.1, Honda Industrial Estate
Phase II, Honda Sattari
Honda, Goa 403 530, India
Telephone: +91 22 66022222
Facsimile: +91 22 66022220
Website: www.princepipes.com
For details of change in the registered office of our Company, see the section titled “History and Certain
Corporate Matters – Changes in the Registered Office” on page 174.
Corporate Office
8th Floor, The Ruby
Senapati Bapat Marg (Tulsi Pipe Road)
Dadar West, Mumbai 400 028, Maharashtra, India
Telephone: +91 22 66022222
Facsimile: +91 22 66022220
Website: www.princepipes.com
Address of the Registrar of Companies
Our Company is registered with the Registrar of Companies, Goa, Daman and Diu, located at the following
address:
The Registrar of Companies,

Company Law Bhawan
EDC Comlex, Plot No. 21
Patto, Panaji, Goa 403 001, India
Board of Directors
The table below sets forth the details of the constitution of our Board:
Name Designation DIN Address

Jayant Shamji Chheda Chairman and Managing 00013206 1001, 10th floor, Mont Blanc, Plot no. 550,
Director Jame Jamshed Road, Matunga C.Rly,
Mumbai, Maharashtra 400 019
Parag Jayant Chheda Executive Director 00013222 1002, 10th floor, Mont Blanc, Plot no. 550,
Jame Jamshed Road, Matunga C.Rly,
Mumbai, Maharashtra 400 019
Vipul Jayant Chheda Executive Director 00013234 1004, 10th Floor, Bombay Dyeing Spring
Mill Compound, Dadar (East) Mumbai 400
014
Rajesh R. Pai Non-executive Director 02930658 C-22 Mangirish Soc, L.J. Road, Mahim,
Mumbai 400016, India
71
Name Designation DIN Address
Ramesh Chandak Independent Director 00026581 1202, Shrushti Towers, Old Prabhadevi
Road, Prabhadevi, Mumbai 400 025,
Maharashtra, India
Mohinder Pal Bansal Independent Director 01626343 1403/B, Casa Grande Tower-1, Opp.
Peninsula Complex, Senapati Bapat Marg,
Lower Parel, Mumbai, 400 013,
Maharashtra, India
Dilip Deshpande Independent Director 08488986 Kumar Peninsula, A Building, Flat 301,
Baner Pashan Link Road, Pashan, Pune-
411021, Maharashtra, India
Uma Mandavgane Independent Director 03156224 504, Sai Sharan, N.C. Kelkar Road, Dadar
(West), Mumbai 400 028, Maharashtra, India
For brief profiles of members of our Board, see the section titled “Our Management” on page 181.
Promoter Selling Shareholders
The Promoter Selling Shareholders are:
1. Jayant Shamji Chheda;

2. Tarla Jayant Chheda;
3. Parag Jayant Chheda; and
4. Vipul Jayant Chheda.
Chief Financial Officer
Shyam Sharda is the Chief Financial Officer of our Company. His contact details are as follows:
8th Floor, The Ruby

Dadar West, Mumbai-400 028, Maharashtra, India
Telephone: +91 22 66022222
Facsimile: +91 22 66022220
E-mail: [email protected]
Company Secretary and Compliance Officer
Pravin Jogani is the Company Secretary and Compliance Officer of our Company. His contact details are as
follows:
8th Floor, The Ruby

Dadar West, Mumbai-400 028, Maharashtra, India
Telephone: +91 22 66022222
Facsimile: +91 22 66022220
Offer related grievances
Bidders can contact the Company Secretary and Compliance Officer, the BRLMs or the Registrar to the
Offer in the case of any pre-Offer or post-Offer related problems, such as non-receipt of letters of
Allotment, non-credit of Allotted Equity Shares in the respective beneficiary account, non-receipt of
refund orders and non-receipt of funds by electronic mode.
All grievances in relation to the Bidding process may be addressed to the Registrar to the Offer 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 First or sole Bidder, Bid cum Application Form number, Bidder DP
ID, Client ID, PAN, date of submission of the Bid cum Application Form, address of the Bidder, number of
Equity Shares applied for ASBA Account number (for Bidders other than RIIs bidding through the UPI
mechanism) in which the amount equivalent to the Bid Amount was blocked or UPI ID in case of RIIs bidding
72
through the UPI mechanism and the name and address of the Designated Intermediary where the Bid cum
Application Form was submitted by the Bidder.
Further, the Bidders shall also enclose the Acknowledgement Slip duly received from the concerned Designated
Intermediary in addition to the documents/information mentioned hereinabove.
BRLMs
JM Financial Limited
7th Floor, Cnergy
Appasaheb Marathe Marg, Prabhadevi
Mumbai - 400 025, Maharashtra, India
Telephone: +91 22 6630 3030
Facsimile: +91 22 6630 3330
Investor Grievance E-mail: [email protected]
Website: www.jmfl.com
Contact Person: Prachee Dhuri
SEBI Registration No.: INM000010361
Edelweiss Financial Services Limited

14th Floor, Edelweiss House
Off. C.S.T Road, Kalina
Mumbai 400 098, Maharashtra, India
Telephone: +91 22 4009 4400
Facsimile: +91 22 4086 3610
Investor Grievance E-mail: [email protected]
Website: www.edelweissfin.com
Contact Person: Mohit Kapoor/Nishita John
SEBI Registration No.: INM0000010650
Statement of inter-se allocation of responsibilities between the BRLMs
The responsibilities of the BRLMs for various activities in the Offer are as follows:
S.No. Activity Responsibilities Co-ordination

1. Capital Structuring with relative components and formalities JM Financial, Edelweiss JM Financial
such as type of instruments, etc.
2. Due diligence of Company's operations / management / JM Financial, Edelweiss JM Financial
business plans / legal etc. Drafting and design of Draft Red
Herring Prospectus, Red Herring Prospectus and Prospectus
including memorandum containing salient features of the
Prospectus. The BRLMs shall ensure compliance with
stipulated requirements and completion of prescribed
formalities with the Stock Exchanges, RoC and SEBI
including finalization of Prospectus and RoC filing, follow
up and coordination till final approval from all regulatory
authorities
3. Drafting and approval of all statutory advertisement JM Financial, Edelweiss JM Financial
4. Drafting and approval of all publicity material other than JM Financial, Edelweiss Edelweiss
statutory advertisement as mentioned in 3 above including
media monitoring, corporate advertisement, brochure etc.
5. Appointment of other intermediaries viz., Registrar's, JM Financial, Edelweiss Edelweiss
Printers, Advertising Agency, Monitoring Agency and
Bankers to the Offer (including coordinating all agreements
to be entered with such parties)
6. Preparation of road show presentation and FAQs for the road JM Financial, Edelweiss JM Financial
show team
73
S.No. Activity Responsibilities Co-ordination
7. International institutional marketing strategy JM Financial, Edelweiss JM Financial
· Finalize the list and division of investors for one to one
meetings, in consultation with our Company, and
· Finalizing the International road show schedule and
investor meeting schedules
8. Domestic institutions / banks / mutual funds marketing JM Financial, Edelweiss Edelweiss
strategy
· Finalizing the list and division of investors for one to one
meetings, and
· Finalizing investor meeting schedules
9. Non-Institutional and Retail marketing of the Offer, which JM Financial, Edelweiss Edelweiss
will cover, inter alia,
· Formulating marketing strategies, preparation of publicity
budget
· Finalize Media and PR strategy
· Finalizing centers for holding conferences for press and
brokers
· Finalising collection centres;
· Follow-up on distribution of publicity and Offer material
including form, prospectus and deciding on the quantum
of the Offer material
10. Co-ordination with Stock Exchanges for Book Building JM Financial, Edelweiss Edelweiss
software, bidding terminals, mock trading and deposit of 1%
security deposit
11. Finalization of pricing, in consultation with our Company JM Financial, Edelweiss Edelweiss
and the Promoter Selling Shareholders
12. Post-issue activities, which shall involve managing Anchor JM Financial, Edelweiss Edelweiss
book related activities and submission of letters to regulators
post completion of Anchor issue, management of escrow
accounts, coordinating underwriting, coordination of non-
institutional allocation, finalization of the basis of allotment
based on technical rejections, essential follow-up steps
including follow-up with bankers to the issue and Self
Certified Syndicate Banks and coordination with various
agencies connected with the post-issue activity such as
registrars to the issue, bankers to the issue, Self Certified
Syndicate Banks etc. listing of instruments, demat credit and
refunds/ unblocking of funds announcement of allocation and
dispatch of refunds to Bidders, etc, payment of the applicable
STT, coordination with SEBI and Stock Exchanges for
refund of 1% security deposit and media compliance report.
Registrar to the Offer
Link Intime India Private Limited

C-101, 1st Floor, 247 Park,
Lal Bahadur Shastri Marg, Vikhroli (West),
Mumbai 400 083, Maharashtra, India
Telephone: +91 22 4918 6200
Facsimile: +91 22 4918 6195
Investor grievance E-mail: [email protected]
Website: www.linkintime.co.in
Contact Person: Shanti Gopalkrishnan
SEBI Registration No.: INR000004058
Legal Counsel to our Company as to Indian Law
L&L Partners*
20th Floor, Tower 2, Unit A2,
Indiabulls Finance Centre
Elphinstone Road, Senapati Bapat Marg,
Mumbai 400 013
74
Maharashtra, India
Telephone: (91 22) 6630 3600
Facsimile: (91 22) 6630 3700
*Formerly known as Luthra & Luthra Law Offices
Legal Counsel to the BRLMs as to Indian Law
AZB & Partners

AZB House, Peninsula Corporate Park
Ganpatrao Kadam Marg
Lower Parel, Mumbai 400 013, Maharashtra, India
Telephone: +91 22 6639 6880
Facsimile: +91 22 66396888
International Legal Counsel to the BRLMs
Duane Morris & Selvam LLP

16 Collyer Quay #17-00
Singapore 049318
Telephone: +65 6311 0038
Facsimile: +65 6311 0058
Statutory Auditor to our Company
M/s. Khimji Kunverji & Co. LLP, Chartered Accountants

(Formerly Khimji Kunverji & Co. – FRN 105146W)
Sunshine Tower, Level 19
Senapati Bapat Marg
Elphinstone Road, Mumbai 400 013, Maharashtra, India
Telephone: + 91 22 61437333
Facsimile: +91 22 22089978
ICAI Firm Registration Number: 105146W
Peer Review Number: 011216
Bankers to our Company
ICICI Bank Limited Standard Chartered Bank

4th Floor, ICICI Venture House 6th Floor, Parinee Crescenzo
Stanrose House Annexe, Appasaheb Marathe Marg Plot number C-38 & 39, G-block
Prabhadevi, Mumbai 400 025, Maharashtra, India Bandra Kurla Complex, Bandra (East),
Telephone: +91 22 4966 5207 Mumbai 400 051, Maharashtra, India
Facsimile: +91 22 6653 8855 Telephone: +91 22 61158104
E-mail: [email protected] Facsimile: +91 26759006
Website: www.icicibank.com E-mail: [email protected]
Contact Person: Nimit Malhotra Website: www.standardchartered.com
Contact Person: Aparna Soni
The Federal Bank Limited Bank of India

Corporate & Institutional Banking Mumbai Large Corporate Branch
Business Department (CIB) 70/80, MG Road, 4th Foor
2nd Floor, C Wing, Laxmi Towers Bank of India Building, Fort
Bandra Kurla Complex, Bandra (East) Mumbai 400 001, Maharashtra, India
Mumbai 400 051, Maharashtra, India Telephone: +91 22 61870400/404/425
Telephone: +91 22 6174 8621/4917 4401 Facsimile: +91 22 2268 4470
Facsimile: +91 22 2265 4464 E-mail: [email protected]
E-mail: Website: www.bankofindia.co.in
[email protected]/[email protected] Contact Person: B.S. Fonia
Website: www.federalbank.co.in
75
Contact Person: Subhash Pathak
IDFC FIRST Bank Limited IndusInd Bank Limited

Naman Chambers, C-32, G Block 11th Floor, Tower – I, One Induabulls Centre
Bandra Kurla Complex, Bandra (East) Senapati Bapat Marg, Elphinstone, Mumbai 400
Mumbai 400 051, Maharashtra, India 013, Maharashtra, India
Telephone: +91 22 4222 2000 Telephone: +91 22 7143 2158
Facsimile: +91 44 4564 4022 Facsimile: -
E-mail:[email protected] E-mail:[email protected]
Website: www.idfcbank.com Website: www.indusind.com
Contact Person: Rahul Agarwal Contact Person: Abhishek Jain
DBS Bank India Limited YES Bank Limited

16th Floor,Express Towers, Nariman Point YES Bank Tower, IFC1, 25th Floor, Senapati Bapat
Mumbai 400 021, Maharashtra, India Marg, Elphinestone (W), Mumbai 400 013,
Telephone: +91 22 6629 7583 Maharashtra, India
Facsimile: +91 22 6572 8399 Telephone: +91 22 7100 9057
E-mail:[email protected] Facsimile: +91 22 2421 4500
Website: www.dbs.com/in/ E-mail:[email protected]/
Contact Person: Saiprasad Shetye [email protected]
Website: www.yesbank.in
Contact Person: Pavan Wadhwani/ Alok Jhavar
Syndicate Members
JM Financial Services Limited Edelweiss Securities Limited

2, 3 & 4, Kamanwala Chambers, Ground Floor, 2nd Floor, M.B. Towers
Sir P. M. Road, Fort, Mumbai-400001 Plot No. 5, Road No. 2
Telephone: +91 22 6136 3400 Banjara Hills, Hyderabad-500 034
Facsimile: Not applicable Telangana, India
E-mail:[email protected]; Telephone: +91 22 4063 5569
[email protected];[email protected]; Facsimile: +91 22 6747 1347
[email protected]; E-mail: [email protected]
Website: www.jmfinancialservices.in Website: www.edelweissfin.in
Contact Person: Surajit Misra / Deepak Vaidya / T N Contact Person: Prakash Boricha
Kumar / Sona Verghese
Banker to the Offer/ Escrow Collection Bank / Refund Bank/ Sponsor Bank/ Public Offer Account Bank
HDFC Bank Limited

ALFA Building, FIG-OPS Department – Lodha, I-Think Techno Campus O-3 Level
Next to Kanjurmarg Railway Station, Kanjurmarg (East) Mumbai 400 042, Maharashtra, India
Telephone: +91 22 3075 2928/2914/2929
Fascimile: +91 22 2579 9801
Email: [email protected], [email protected], [email protected],
[email protected]
Website: www.hdfcbank.com
Contact Persons: Vincent Dsouza, Siddharth Jadhav, Prasanna Uchil, Neerav Desai
Designated Intermediaries
Self Certified Syndicate Banks
The list of banks which are registered with the SEBI under the Securities and Exchange Board of India (Bankers
to an Issue) Regulations, 1994 as the SCSBs for the ASBA process is provided on the website of SEBI at
https://www.sebi.gov.in/sebiweb/other/OtherAction.do?doRecognisedFpi=yes&intmId=35 or such other
websites as updated from time to time. For details of the Designated Branches which shall collect ASBA Forms
from the Bidders and Designated Intermediaries, please refer to the above-mentioned link.
Registered Brokers
76
In accordance with SEBI circulars number CIR/CFD/14/2012, dated October 9, 2012 and
CIR/CFD/POLICYCELL/11/2015 dated November 10, 2015, Bidders can submit ASBA Forms in the Offer
using the stock broker network of the Stock Exchanges, i.e. through the Registered Brokers at the Broker
Centres. The list of the Registered Brokers, including details such as postal address, telephone numbers, and e-
mail address, is provided on the websites of BSE and NSE at
http://www.bseindia.com/Markets/PublicIssues/brokercentres_new.aspx?expandable=3 and
http://www.nseindia.com/products/content/equities/ipos/ipo_mem_terminal.htm, respectively, or such other
websites as updated from time to time.
Registrar and Share Transfer Agents
The list of the RTAs eligible to accept ASBA Forms at the Designated RTA Locations, including details such as
address, telephone numbers, and e-mail address, are provided on the websites BSE and NSE at
http://www.nseindia.com/pro ducts/content/equities/ipos/asba_procedures.htm, respectively, or such other
Collecting Depository Participants
The list of the CDPs eligible to accept ASBA Forms at the Designated CDP Locations, including details such as
name and contact details, are provided on the websites of BSE and NSE at
http://www.nseindia.com/pro ducts/content/equities/ipos/asba_procedures.htm, respectively, or such other
Expert
Except as stated below, our Company has not obtained any expert opinions.
As required under the Companies Act, 2013, our Company has received written consent from the following
entities/ persons to include their names as an “expert” as defined under the Companies Act, 2013:
i. our Statutory Auditor, namely, M/s Khimji Kunverji & Co. LLP (Formerly Khimji Kunverji & Co. –
FRN 105146W), Chartered Accountants, with respect of its (a) examination report dated November
22, 2019 on the Restated Financial Statements, and (b) report dated November 25, 2019 on the
statement of possible special tax benefits available for our Company and the Shareholders.
ii. Rajesh Patel, Reliable Testing, Chartered Engineer, with respect to his certificate dated November 26,
2019.
Further, such consents have not been withdrawn as on the date of this Red Herring Prospectus.
Credit Rating
As this is an offer of Equity Shares, there is no credit rating for the Offer.
Grading of the Offer
No credit agency registered with SEBI has been appointed in respect of obtaining grading for the Offer.
Trustees
As this is an offer of Equity Shares, there are no trustees appointed for the Offer.
Monitoring Agency
Since the proceeds from the Fresh Issue exceeds ₹ 1,000 million, in terms of Regulation 41(1) of the SEBI
ICDR Regulations, 2018, our Company is required to appoint a monitoring agency for the purposes of the Offer.
77
Accordingly, our Company has appointed HDFC Bank Limited as the monitoring agency, in relation to the
Offer by way of the Monitoring Agency Agreement. Their contact details are as follows:
HDFC Bank Limited

ALFA Building, FIG-OPS Department – Lodha, I-Think Techno Campus O-3 Level
Next to Kanjurmarg Railway Station, Kanjurmarg (East) Mumbai 400 042, Maharashtra, India
Telephone: +91 22 3075 2928/2914/2929
Fascimile: +91 22 2579 9801
Email: [email protected], [email protected], [email protected],
[email protected]
Website: www.hdfcbank.com
Contact Persons: Vincent Dsouza, Siddharth Jadhav, Prasanna Uchil, Neerav Desai
Appraising Entity
None of the objects for which the Net Proceeds will be utilised have been appraised by any agency.
Book Building Process
Book building, in the context of the Offer, refers to the process of collection of Bids from Bidders on the basis
of this Red Herring Prospectus, the Bid cum Application Forms and the Revision Forms within the Price Band.
The Price Band and minimum Bid Lot size will be decided by our Company and the Promoter Selling
Shareholders in consultation with the BRLMs and advertised in all editions of the English national newspaper,
Financial Express, all editions of the Hindi national newspaper, Jansatta, and Panaji edition of the regional
language newspaper, Goa Doot, each with wide circulation, each with wide circulation, respectively, at least two
Working Days prior to the Bid / Offer Opening Date and shall be made available to the Stock Exchanges for the
purpose of uploading on their website. The Offer Price shall be determined by our Company and the Promoter
Selling Shareholders in consultation with the BRLMs, after the Bid/ Offer Closing Date. The principal parties
involved in the Book Building Process are:
(1) our Company;

(2) the Promoter Selling Shareholders;
(3) the BRLMs;
(4) the Syndicate Members;
(5) the Registrar to the Offer;
(6) the Escrow Collection Bank;
(7) the Sponsor Bank
(8) the SCSBs;
(9) the CDPs;
(10) the RTAs; and
(11) the Registered Brokers.
All potential Bidders, other than Anchor Investors, shall participate in the Offer mandatorily through the
ASBA process by providing the details of their respective bank accounts in which the corresponding Bid
Amount will be blocked by the SCSBs. Anchor Investors are not permitted to participate in the Offer
through the ASBA process.
In accordance with the SEBI ICDR Regulations, 2018, QIB Bidders (other than Anchor Investors)
Bidding in the QIB Portion and Non-Institutional Bidders are not allowed to withdraw or lower their
Bids (in terms of quantity of Equity Shares or the Bid Amount) at any stage. Retail Individual Bidders
can revise their Bids during the Bid/ Offer Period and withdraw their Bids until the Bid/ Offer Closing
Date. Anchor Investors cannot withdraw their Bids after the Anchor Investor Bidding Date. Further,
allocation to QIBs in the Net 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 Offer.
For further details, see “Offer Structure” and “Offer Procedure” on pages 376 and 380, respectively.
Our Company will comply with the SEBI ICDR Regulations and SEBI ICDR Regulations, 2018, each to the
extent applicable, and any other directions issued by SEBI in relation to the Offer. The Promoter Selling
Shareholders have specifically confirmed that they will comply with the SEBI ICDR Regulations and SEBI
78
ICDR Regulations, 2018, each to the extent applicable, and any other ancillary directions issued by SEBI, as
applicable to the Promoter Selling Shareholders, in relation to the Offered Shares. In this regard, our Company
and the Promoter Selling Shareholders has appointed the BRLMs to manage the Offer and procure Bids for the
Offer.
The Book Building Process is in accordance with guidelines, rules, regulations prescribed by SEBI.
Bidders are advised to make their own judgment about an investment through this process prior to
submitting a Bid.
Bidders should note the Offer is also subject to obtaining the final listing and trading approvals of the Stock
Exchanges, which our Company shall apply for, after Allotment.
Steps to be taken by the Bidders for Bidding:
• Check eligibility for making a Bid. For further details, see “Offer Procedure” on page 380.
• Ensure that you have an active demat account and the demat account details are correctly mentioned
in the Bid cum Application Form;
• Ensure that the Bid cum Application Form is duly completed as per the instructions given in the Draft
Red Herring Prospectus, this Red Herring Prospectus and in the respective form;
• Except for Bids (i) on behalf of the Central or State Governments and the officials appointed by
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 the SEBI circular dated July 20, 2006, are exempted from specifying their PAN for
transacting in the securities market, and (iii) any other category of Bidders, including without
limitation, multilateral/ bilateral institutions, which are exempted from specifying, may be exempted
from specifying their PAN for transacting in the securities market, for Bids of all values, ensure that
you have mentioned your PAN allotted under the Income Tax Act in the Bid cum Application Form. In
accordance with the SEBI ICDR Regulations, the PAN would be the sole identification number for
participants transacting in the securities market, irrespective of the amount of transaction (see “Offer
Procedure” on page 380). 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;
• Ensure the correctness of your PAN, DP ID, UPI ID and Client ID and beneficiary account number
given in the Bid cum Application Form. Based on these parameters, the Registrar to the Offer will
obtain details of the Bidders from the Depositories including the Bidder’s name, bank account number
etc., and the Stock Exchanges will validate the electronic Bid details with the Depositories records for
PAN, DP ID and Client ID;
• Ensure correctness of your demographic details such as the address, UPI ID, the bank account details
for printing and occupation given in the Bid cum Application Form, with the details recorded with your
Depository Participant;
• Retail Individual Investors can submit their Bids by ASBA Forms which shall include their bank
account linked UPI ID, either in physical or electronic mode to any of the Designated Intermediaries.
UPI Bidders should ensure that the bank account linked to the UPI ID mentioned in the ASBA Form
have adequate credit balance at the time of accepting the UPI Mandate Request for blocking of funds,
on his / her mobile application, associated with UPI ID linked bank account to ensure that their ASBA
Form is not rejected;
• Bids by ASBA Bidders will have to be submitted to the Designated Intermediaries in physical form. It
may also be submitted in electronic form to the Designated Branches of the SCSBs only. ASBA
Bidders should ensure that the ASBA Accounts have adequate credit balance at the time of submission
of the ASBA Forms to the Designated Intermediaries to ensure that the ASBA Form submitted by the
ASBA Bidders is not rejected.
79
• Bids by all Bidders (except Anchor Investors) shall be submitted only through the ASBA process.
For further details, see “Offer Procedure” on page 380.
Illustration of Book Building Process and the Price Discovery Process
For an illustration of the Book Building Process and the price discovery process, see the section titled “Offer
Procedure – Part B – Basis of Allocation” on page 426.
Underwriting Agreement
After the determination of the Offer Price and allocation of Equity Shares, but prior to the registration of the
Prospectus with the RoC, our Company and the Promoter Selling Shareholders intend to enter into the
Underwriting Agreement with the Underwriters for the Equity Shares. The underwriting shall be to the extent of
the Bids uploaded, subject to Regulation 13 of the SEBI ICDR Regulations. Pursuant to the terms of the
Underwriting Agreement, the obligations of each of the Underwriters are several and are subject to certain
conditions specified therein.
The Underwriting Agreement is dated [●]. The Underwriters have indicated their intention to underwrite the
following number of Equity Shares:
(This portion has been intentionally left blank and will be completed before the registration of the Prospectus
with the RoC.)
Name, address, telephone number, Indicative Number of Equity Shares Amount underwritten
Facsimile number and E-mail address of to be underwritten (in ₹ million)
the Underwriters
[●] [●] [●]
[●] [●] [●]
Total [●] [●]
The above-mentioned amount will be finalised after determination of the Offer Price and before finalisation of
the Basis of Allotment and subject to the provisions of the SEBI ICDR Regulations.
In the opinion of our 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 are registered as brokers with the Stock Exchange(s). The Board of Directors/ IPO Committee,
at its meeting, held on [●], has accepted and entered into the Underwriting Agreement mentioned above on
behalf of our Company.
Allocation among the Underwriters may not necessarily be in the proportion of their underwriting commitments
set forth in the table above. Notwithstanding the above table, each of the Underwriters shall be severally
responsible for ensuring payment with respect to the Equity Shares allocated to Bidders procured by them, in
accordance with the Underwriting Agreement.
The underwriting arrangements mentioned above shall not apply to the subscriptions by the ASBA Bidders in
the Offer, except for ASBA Bids procured by the members of the Syndicate.
80
CAPITAL STRUCTURE
The share capital of our Company, as on the date of this Red Herring Prospectus, is set forth below:
(in ₹ million, except share data)

Aggregate Aggregate value at
nominal value Offer Price
A) AUTHORISED SHARE CAPITAL
144,035,000 Equity Shares 1,440.35 -
596,500 CCPS 59.65
B) ISSUED, SUBSCRIBED AND PAID-UP SHARE CAPITAL BEFORE THE OFFER
95,980,816 Equity Shares(1) 959.81 -
C) PRESENT OFFER IN TERMS OF THIS RED HERRING PROSPECTUS
Public offer of up to [●] Equity Shares aggregating up to ₹ 5,000 [●] [●]
million(2)(3)(4)
Comprising:
a) Fresh issue of up to [●] Equity Shares aggregating up to ₹ 2,500 [●] [●]
million(3)
b) Offer for sale of up to [●] Equity Shares by the Promoter Selling [●] [●]
Shareholders aggregating up to ₹ 2,500 million (4)
D) ISSUED, SUBSCRIBED AND PAID-UP SHARE CAPITAL AFTER THE OFFER
[●] Equity Shares [●] [●]
E) SECURITIES PREMIUM ACCOUNT
Before the Offer 1,002.12
After the Offer (assuming full subscription in the Offer) [●]
(1)
Includes 5,965,000 Equity Shares issued by our Company pursuant to conversion of 596,500 CCPS issued for cash consideration
aggregating to ₹ 1,061.77 million, pursuant to the Pre-IPO Placement.
(2)
The Offer has been authorised by a resolution of our Board dated September 24, 2018, and a special resolution of our Shareholders at
the EGM held on September 29, 2018.
(3)
Our Company has, in consultation with the BRLMs, undertaken a Pre-IPO placement of 596,500 CCPS for cash consideration
aggregating to ₹ 1,061.77 million, which have been converted into 5,965,000 Equity Shares. The size of the Fresh Issue of up to ₹
3,561.77 million has been reduced by ₹ 1,061.77 million pursuant to the Pre-IPO Placement and accordingly the Fresh Issue is up to ₹
2,500.00 million.
(4)
The Promoter Selling Shareholders have consented to their respective portion of the Offer for Sale as follows:
Promoter Selling Shareholder Equity Shares offered in the Offer for Date of consent/ authorisation
Sale aggregating up to (in ₹ million)
Jayant Shamji Chheda 200 Letter dated October 15, 2018 read with
letter dated November 22, 2019
Tarla Jayant Chheda 1,400 Letter dated October 15, 2018 read with
Parag Jayant Chheda 500 Letter dated October 15, 2018 read with
Vipul Jayant Chheda 400 Letter dated October 15, 2018 read with
Each of the Promoter Selling Shareholders confirms that their respective portions of the Offered Shares are eligible to be offered for
sale in accordance with the SEBI ICDR Regulations, and have been held for a period of at least one year prior to the date of the Draft
Red Herring Prospectus (or have resulted from a bonus issue of Equity Shares held for a period of at least one year prior to the date of
the Draft Red Herring Prospectus through capitalisation of free reserves and share premium of our Company existing at the end of the
previous Fiscal Year preceding the date of the Draft Red Herring Prospectus and not through utilization of revaluation reserves or
unrealized profits of our Company), as per Regulation 26(6) of the SEBI ICDR Regulations.
Changes in our Authorised Share Capital
For details of changes in our authorised share capital, see the section titled “History and Certain Corporate
Matters – Amendments to our Memorandum of Association”, on page 174.
Notes to Capital Structure
1. Share Capital History
(a) History of Equity Share capital of our Company
81
The following table sets forth the history of our Equity Share capital:
Date of allotment* Number of Face Issue Nature of Nature of Cumulative Cumulative

Equity value price consideration allotment number of paid-up
Shares (₹) per Equity Equity Share
Equity Shares capital
Share (₹)
(₹)
November 13, 1987 5,000 10 10 Cash Subscription to the 5,000 50,000
MoA(1)
March 26, 1994 495,000 10 10 Cash Further issue (2) 500,000 5,000,000
March 31, 1995 500,000 10 10 Cash Further issue(3) 1,000,000 10,000,000
June 20, 2001 100 10 10 Cash Further issue to 1,000,100 10,001,000
Prince Multiplast
Private Limited
June 4, 2002 2,000,200 10 - NA Bonus issue(4) 3,000,300 30,003,000
December 17, 2005 3,000,300 10 - NA Bonus issue(5) 6,000,600 60,006,000
March 7, 2009 6,000,600 10 - NA Bonus issue(6) 12,001,200 120,012,000
February 11, 2013 777 10 - Other than Pursuant to 12,001,977 120,019,770
cash Scheme of
Amalgamation(7)
December 26, 2016 (3,000,000) 10 40# - Buyback(10) 45,007,908 450,079,080
July 12, 2017 45,007,908 10 - NA Bonus issue(11) 90,015,816 900,158,160
December 9, 2019 5,965,000 10 178 Cash Conversion of 95,980,816 959,808,160
CCPS to Equity
Shares(12)
*
The Equity Shares were fully paid-up on the date of their allotment.
#
Buyback price.
(1)
1,000 Equity Shares each were allotted to Jayant Shamji Chheda, Gangji Shamji Chheda, Mulchand Shamji Chheda, Kishore
Shamji Chheda and Arvind Shamji Chheda, pursuant to initial subscription to the MoA. The date of subscription to the
Memorandum of Association is October 19, 1987.
(2)
List of allottees who were allotted Equity Shares is as follows:
Sr. Name of the allottee Number of equity shares allotted

No.
1. Gangji Shamji Chheda and Prabhavati Gangji Chheda 9,000
2. Prabhavati Gangji Chheda and Gangji Shamji Chheda 35,000
3. Mahendra Gangji Chheda and Kala Mahendra Chheda 22,500
4. Kala Mahendra Chheda and Mahendra Gangji Chheda 22,500
5. Mulchand Shamji Chheda and Sunder Mulchand Chheda 69,000
6. Sunder Mulchand Chheda and Mulchand Shamji Chheda 10,000
7. Manish Mulchand Chheda and Sunder Mulchand Chheda 10,000
8. Kishore Shamji Chheda and Amrut Kishore Chheda 59,000
9. Amrut Kishore Chheda and Kishore Shamji Chheda 10,000
10. Dharmesh Kishore Chheda and Ekta Dharmesh Chheda 10,000
11. Bhavesh Kishore Chheda and Amrut Kishore Chheda 10,000
12. Jayant Shamji Chheda and Tarla Jayant Chheda 9,000
13. Tarla Jayant Chheda and Jayant Shamji Chheda 60,000
14. Parag Jayant Chheda and Tarla Jayant Chheda 10,000
15. Vipul Jayant Chheda and Tarla Jayant Chheda 10,000
16. Arvind Shamji Chheda and Nirmala Arvind Chheda 44,000
17. Nirmala Arvind Chheda and Arvind Shamji Chheda 45,000
18. Piyush Gangji Chheda and Rupal Piyush Chheda 12,500
19. Rupal Piyush Chheda and Piyush Gangji Chheda 12,500
20. Rakesh Kishore Chheda and Nina Rakesh Chheda 12,500
21. Nina Rakesh Chheda and Rakesh Kishore Chheda 12,500
(3)
List of allottees who were allotted Equity Shares is as follows:

No.
1. Mulchand Shamji Chheda and Sunder Mulchand Chheda 70,000
2. Kishore Shamji Chheda and Amrut Kishore Chheda 60,000
82
No.
4. Arvind Shamji Chheda and Nirmala Arvind Chheda 45,000
5. Nirmala Arvind Chheda and Arvind Shamji Chheda 45,000
6. Prabhavati Gangji Chheda and Gangji Shamji Chheda 35,000
7. Mahendra Gangji Chheda and Kala Mahendra Chheda 22,500
8. Kala Mahendra Chheda and Mahendra Gangji Chheda 22,500
9. Piyush Gangji Chheda and Rupal Piyush Chheda 12,500
10. Rupal Piyush Chheda and Piyush Gangji Chheda 12,500
11. Rakesh Kishore Chheda and Nina Rakesh Chheda 12,500
12. Nina Rakesh Chheda and Rakesh Kishore Chheda 12,500
13. Gangji Shamji Chheda and Prabhavati Gangji Chheda 10,000
14. Sunder Mulchand Chheda and Mulchand Shamji Chheda 10,000
15. Manish Mulchand Chheda and Sunder Mulchand Chheda 10,000
16. Amrut Kishore Chheda and Kishore Shamji Chheda 10,000
17. Dharmesh Kishore Chheda and Ekta Dharmesh Chheda 10,000
18. Bhavesh Kishore Chheda and Amrut Kishore Chheda 10,000
(4)
Bonus issue in the ratio of 2:1 to the following allottees:

No.
4. Parag Jayant Chheda and Heena Parag Chheda 560,000
6. Jayant Shamji Chheda* 2000
7. Prince Multiplast Private Limited 200
*
held as the karta of Jayant Shamji Chheda HUF
(5)
Sr. Name of the allottee Number of Equity Shares allotted

No.
4. Parag Jayant Chheda and Heena Parag Chheda 840,001
6. Heena Parag Chheda and Parag Jayant Chheda 100
7. Ashwini Vipul Chheda and Vipul Jayant Chheda 100
8. Jayant Shamji Chheda* 3,000
10. Pinnacle Realty Projects Private Limited 100
*
(6)

No.
2. Tarla Jayant Chheda and Jayant Shamji Chheda 1,914,000
4. Parag Jayant Chheda and Heena Parag Chheda 1,680,004
5. Vipul Jayant Chheda and Tarla Jayant Chheda 1,800,000
6. Heena Parag Chheda and Parag Jayant Chheda 200
*
(7)
For details, please see the section titled “History and Certain Corporate Matters - Details regarding acquisition of
business/undertakings, mergers, amalgamation, revaluation of assets” on page 176. List of allottees who were allotted Equity
Shares is as follows:

No.
83
No.
1. Lalji Khimji Patel 244
2. Rajesh Lalji Patel 153
3. Arvind Lalji Patel 136
4. Hitesh Lalji Patel 95
5. Valji Khimji Patel 79
6. Tejbai Valji Patel 19
7. Pushpa Arvind Patel 15
8. Jashu Hitesh Patel 15
9. Premila Rajesh Patel 8
10. Amarben Lalji Patel 7
11. Valji Patel 3
12. Karasan Harji Patel 3
(8)

No.
6. Heena Parag Chheda and Parag Jayant Chheda 1,177
*
(9)

No.
1. Jayant Shamji Chheda and Tarla Jayant Chheda 1,920,000
*
(10)
In accordance with resolution of our Board dated December 19, 2016, 1,500,000 Equity Shares were bought back from Parag
Jayant Chheda (and Tarla Jayant Chheda) and Vipul Jayant Chheda (and Tarla Jayant Chheda) each, for a total consideration
of ₹ 120.00 million.
(11)

No.
1. Jayant Shamji Chheda and Tarla Jayant Chheda 3,840,000
3. Parag Jayant Chheda and Tarla Jayant Chheda 12,898,400
6. Ashwini Vipul Chheda and Vipul Jayant Chheda 3,200
*
(12)
5,926,820 Equity Shares allotted to South Asia Growth Fund II Holdings LLC and 38,180 Equity Shares allotted to South Asia
EBT Trust, pursuant to conversion of CCPS into Equity Shares under the Pre-IPO Placement for a cumulative cash
consideration of ₹1,061.77 million.
(b) History of CCPS of our Company
The following table sets forth the history of our CCPS issuances:
84
Date of allotment Number of Face Issue Nature of Nature of Cumulative Cumulative
CCPS value price consideration allotment number of paid-up
(₹) per CCPS capital from
CCPS CCPS
(₹) (₹)
November 28, 2019 596,500 100 1,780 Cash Private 596,500 59,650,000
placement(1)
(1)
CCPS with a preference dividend of 0.01% in priority to the holders of Equity Shares and on a pari passu basis with other holders of
preference shares (if any), convertible into Equity Shares pursuant to a conversion ratio of 1:10 or 1:12.5, subject to occurrence of certain
events, at the end of the 19th years from the date of allotment of CCPS or convertible voluntarily with 10 days notice at the option of the
holder of the CCPS, or at such time as required by applicable law. For further details, see “History and Certain Corporate Matters”
beginning on page 174. In case of the Offer, the CCPS were convertible into Equity Shares in the ratio of 1:10. 592,682 CCPS were allotted
to South Asia Growth Fund II Holdings LLC and 3,818 CCPS were allotted to South Asia EBT Trust under the Pre-IPO Placement for a
cumulative cash consideration of ₹1,061.77 million. All of these CCPS have been converted into an aggregate of 5,965,000 Equity Shares
and as on date, there are no outstanding CCPS. For further details, see “Notes to Capital Structure – Share Capital History – History of
Equity Share capital of our Company” on page 82.
(c) Equity Shares issued for consideration other than cash or through bonus issues
Details of Equity Shares issued for consideration other than cash or through bonus issues are as follows:
Date of Number Face Issue Reasons for Allottees Benefits accrued

allotment of Equity value price allotment to our Company
Shares (₹) (₹)
June 4, 2002 2,000,200 10 - Bonus issue of two See footnote 4 to the table -
Equity Shares for on equity share capital
every one Equity build up in “Notes to
Share held. Capital Structure – Share
Capital History – History
of Equity Share capital of
our Company” on page 81.
December 3,000,300 10 - Bonus issue of one See footnote 5 to the table -
17, 2005 Equity Share for on equity share capital
March 7, 6,000,600 10 - Bonus issue of one See footnote 6 to the table -
2009 Equity Share for on equity share capital
February 11, 777 10 - Pursuant to Scheme See footnote 7 to the table Strengthening and
2013 of Amalgamation. on equity share capital consolidation of the
For details, please see build up in “Notes to position of our
“History and Certain Capital Structure – Share Company to
Corporate Matters – Capital History – History develop and
Details regarding of Equity Share capital of concentrate on our
acquisition of our Company” on page 82. core competency.
business/undertaking For details, see the
s, mergers, section titled
amalgamation, “History and
revaluation of assets” Certain Corporate
on page 176. Matters - Details
regarding
acquisition of
business/undertakin
gs, mergers,
amalgamation,
revaluation of
assets” on page
176.
85
Date of Number Face Issue Reasons for Allottees Benefits accrued
allotment of Equity value price allotment to our Company
Shares (₹) (₹)
July 12, 2017 45,007,908 10 - Bonus issue of one See footnote 11 to the -
Equity Share for table on equity share
every one Equity capital build up in “Notes
Share held. to Capital Structure –
Share Capital History –
History of Equity Share
capital of our Company”
on page 82.
2. History of Equity Share Capital Build-up of our Promoters, Promoters’ Contribution and Lock-
in of Promoters’ Shareholding
a) Build-up of our Promoters’ shareholding in our Company
Set forth below is the build-up of the equity shareholding of our Promoters, since incorporation of our
Company:
Date of allotment/ Nature of Number of Nature of Face Issue/ acquisition/ % of the % of

transfer transaction Equity Consideration value transfer price per pre-Offer post-
Shares* (₹) Equity Share (₹) Equity Offer
Share Equity
capital Share
capital
Jayant Shamji Chheda
November 13, 1987 Subscription to 1,000 Cash 10 10 Negligible [●]
the MoA
March 26, 1994 Further issue 9,000 Cash 10 10 0.01 [●]
July 25, 1996 Transfer 1,000 Cash 10 10 Negligible [●]
July 25, 1996 Transfer 9,000 Cash 10 10 0.01 [●]
June 4, 2002 Bonus issue 160,000 NA 10 - 0.17 [●]
December 17, 2005 Bonus issue 240,000 NA 10 - 0.25 [●]
March 7, 2009 Bonus issue 480,000 NA 10 - 0.50 [●]
March 22, 2013 Bonus issue 960,000 NA 10 - 1.00 [●]
March 29, 2014 Bonus issue 1,920,000 NA 10 - 2.00 [●]
July 12, 2017 Bonus issue 3,840,000 NA 10 - 4.00 [●]
Total 7,680,000(1) 8.00 [●]
Tarla Jayant Chheda
Transfer (1,000) Cash 10 10 (Negligible) [●]
March 11, 1997 Transfer 50,000 Cash 10 16 0.05 [●]
86
Share Equity
capital Share
capital
November 16, 2017 Transfer (574,000) Cash 10 30 (0.60) [●]
December 13, 2017 Transfer by (600,000) NA 10 - (0.63) [●]
way of gift
July 13, 2018 Transfer (1,010,000) Cash 10 30 (1.05) [●]
July 13, 2018 Transfer by (1,200,000) NA 10 - (1.25) [●]
way of gift
October 8, 2018 Transfer (1,209,000) Cash 10 30 (1.26) [●]
April 26, 2019 Transfer 175,000 Cash 10 30 0.18 [●]
May 22, 2019 Transfer 175,000 Cash 10 30 0.18 [●]
June 7, 2019 Transfer (175,000) Cash 10 45 (0.18) [●]
September 30, 2019 Transfer 298,000 Cash 10 50 0.31 [●]
Total 25,251,000 (2) 26.31 [●]
Parag Jayant Chheda
July 25 ,1996 Transfer 230,000 Cash 10 10 0.24 [●]
March 26, 2003 Transfer (100) Cash 10 (50) Negligible [●]
October 21, 2004 Transfer (1) Cash 10 10 Negligible [●]
October 21, 2004 Transfer (1) Cash 10 10 Negligible [●]
February 24, 2005 Transfer 1 Cash 10 10 Negligible [●]
February 24, 2005 Transfer 1 Cash 10 10 Negligible [●]
December 26, 2016 Buyback (1,500,000) - 10 - (1.56) [●]
Total 25,796,800(3) 26.88 [●]
Vipul Jayant Chheda
July 25 ,1996 Transfer 230,000 Cash 10 10 0.24 [●]
December 26, 2016 Buyback (1,500,000) - 10 - (1.56) [●]
Total 25,800,000(4) 26.88 [●]
Heena Parag Chheda
October 21, 2004 Transfer 100 Cash 10 75 Negligible [●]
December 17, 2005 Bonus issue 100 NA 10 - Negligible [●]
March 7, 2009 Bonus issue 200 NA 10 - Negligible [●]
87
Share Equity
capital Share
capital
March 22, 2013 Transfer 777 Cash 10 80 Negligible [●]
March 22, 2013 Bonus issue 1,177 NA 10 - Negligible [●]
March 29, 2014 Bonus issue 2,354 NA 10 - Negligible [●]
March 31, 2014 Transfer 1,600 Cash 10 50 Negligible [●]
July 12, 2017 Bonus issue 6,308 NA 10 - Negligible [●]
Total 12,616(5) 0.01 [●]
*
Held as first holders.
(1)
Held with Tarla Jayant Chheda.
(2)
Held with Jayant Shamji Chheda.
(3)
(4)
(5)
Held with Parag Jayant Chheda.
All the Equity Shares held by the Promoters were fully paid-up on the respective dates of acquisition of such
Equity Shares.
As on the date of this Red Herring Prospectus, none of the Equity Shares held by our Promoters or Promoter
Group are pledged. However, in relation to certain bonds issued by one of our Promoter Group entities, Express
Infra Projects LLP, our Promoters and one of our Promoter Group Entities may in the future be required to
pledge certain Equity Shares held by them. For further details, please see “Risk Factors - In relation to certain
bonds issued by one of our Promoter Group entities, Express Infra Projects LLP, our Promoters and one of our
Promoter Group Entities may be required to pledge certain Equity Shares held by them. Additionally, certain of
our Promoters may be required to undertake additional obligations, including providing a non-disposal
undertaking with respect to certain of their Equity Shares. In the event they are required to create such
encumbrance and if such encumbrance is enforced, there may be a dilution of the shareholding of our
Promoters and Promoter Group and we may face certain impediments in taking decisions on certain key
strategic matters involving our Company. As a result, we may not be able to conduct our business or implement
our strategies as currently planned, which may adversely affect our business, financial condition and results of
operations. Further, any rapid sale of Equity Shares by such third parties may adversely affect the price of the
Equity Shares.” and “History and Certain Corporate Matters – Other Agreements - Pledge Agreement (“PA”)
dated March 30, 2019, entered into between our Company, the Promoters, Jayant Shamji Chheda HUF (one of
the members of the Promoter Group), and IDBI Trusteeship Services Limited (“Bond Trustee”, and collectively
“Parties”)” on pages 20 and 178, respectively.
b) Shareholding of our Promoters and other members of our Promoter Group
Provided below are details of Equity Shares held by our Promoters and other members of the Promoter Group as
on the date of this Red Herring Prospectus:
S No. Name of shareholder# Pre-Offer Post-Offer

No. of Equity Percentage No. of Equity Percentage
Shares of pre-Offer Shares of post-Offer
capital capital
Promoters
1. Jayant Shamji Chheda 7,680,000 8.00 [●] [●]
2. Tarla Jayant Chheda 25,251,000 26.31 [●] [●]
3. Parag Jayant Chheda 25,796,800 26.88 [●] [●]
4. Vipul Jayant Chheda 25,800,000 26.88 [●] [●]
5. Heena Parag Chheda 12,616 0.01 [●] [●]
Sub-total (A) 84,540,416 88.08 [●] [●]
Promoter Group
1. Vaishali Hitesh Shah 500,000 0.52 [●] [●]
2. Gunvanti Jayantilal Gada 40,000 0.04 [●] [●]
3. Jayantilal Kalyanji Gada 60,000 0.06 [●] [●]
4. Jayant Shamji Chheda* 96,000 0.10 [●] [●]
5. Ashwini Vipul Chheda 6,400 0.01 [●] [●]
6. VS Family Trust (through its trustee, Jayant Shamji 1,200,000 1.25 [●] [●]
Chheda)
88
S No. Name of shareholder# Pre-Offer Post-Offer
No. of Equity Percentage No. of Equity Percentage
Shares of pre-Offer Shares of post-Offer
capital capital
Sub-total (B) 1,902,400 1.98 [●] [●]
Total Promoters & Promoter Group (A+B) 86,442,816 90.06 [●] [●]
#
Names of first holders where Equity Shares are held jointly.
*
Held as karta of Jayant Shamji Chheda HUF.
All the Equity Shares held by our Promoters and Promoter Group are in dematerialised form.
c) Details of Promoters’ contribution locked in for three years

Pursuant to Regulations 32 and 36(a) of the SEBI ICDR Regulations, an aggregate of 20% of the fully diluted
post-Offer Equity Share capital of our Company held by our Promoters shall be considered as minimum
promoters’ contribution and locked-in for a period of three years from the date of Allotment (“Promoters’
Contribution”). The lock-in of the Promoters’ Contribution would be created as per applicable laws and
procedures, and details of the same shall also be provided to the Stock Exchanges before the listing of the
Equity Shares.
Our Promoters have, pursuant to letters, each dated October 15, 2018, provided consent to include such number
of Equity Shares held by them as may constitute 20% of the fully diluted post-Offer Equity Share capital of our
Company as Promoters’ Contribution and have agreed not to dispose, sell, transfer, charge, pledge or otherwise
encumber in any manner the Promoters’ Contribution from the date of the Draft Red Herring Prospectus, until
the commencement of the lock-in period specified above, or for such other time as required under the SEBI
ICDR Regulations. Details of Promoters’ Contribution are as provided below:
Name of No. of Equity Date of Face Allotment/ Nature of % of the % of the
the Shares transaction value Acquisition transaction pre-Offer fully
Promoter locked-in (₹) (₹) capital diluted
post-Offer
Capital
[●] [●] [●] [●] [●] [●] [●] [●]
Total [●] [●]
The Promoters’ Contribution shall be brought in to the extent of not less than the specified minimum lot, as
required under the SEBI ICDR Regulations.
The Equity Shares that are being locked-in for computation of Promoters’ Contribution are not, and will not be,
ineligible under Regulation 33 of the SEBI ICDR Regulations. In particular, these Equity Shares do not, and
shall not, consist of:
(i) Equity Shares acquired during the three years preceding the date of the Draft Red Herring Prospectus
(a) for consideration other than cash and revaluation of assets or capitalisation of intangible assets, or
(b) bonus shares issued out of revaluations reserves or unrealised profits or against Equity Shares
which are otherwise ineligible for computation of Promoters’ Contribution;
(ii) Equity Shares acquired during the one year preceding the date of the Draft Herring Prospectus, at a
price lower than the price at which the Equity Shares are being offered to the public in the Offer;
(iii) Equity Shares issued to the Promoters in the last one year preceding the date of the Draft Herring
Prospectus upon conversion of a partnership firm; and
(iv) Equity Shares held by the Promoters that are or will be subject to any pledge or any other form of
encumbrance.
3. Sales or purchases of Equity Shares or other specified securities of our Company by our
Promoters, the other members of our Promoter Group or our Directors or their immediate
relatives during the six months immediately preceding the date of the Draft Red Herring
Prospectus and until the date of this Red Herring Prospectus.
Except as stated below, our Promoters, the other members of our Promoter Group or our Directors or
their immediate relatives have not sold or purchased any Equity Shares or other specified securities of
our Company during the six months immediately preceding the date of the Draft Red Herring
Prospectus and until the date of this Red Herring Prospectus:
89
Name of the No. of Equity No. of Equity Date of transaction Transaction
Promoter/member of Shares Shares sold price per
Promoter Group purchased Equity Share
(in ₹)
Tarla Jayant Chheda 175,000* - April 26, 2019 30
175,000* - May 25, 2019 30
- 175,000** June 7, 2019 45
298,000*** - September 30, 2019 50
Total 648,000 175,000
*
Sold by Nayan Vipin Shah
**
35,000 Equity Shares sold each to Durgesh Lalji Chheda, Jyoti Durgesh Chheda, Sachin Durgesh Chheda, Nimit Durgesh
Chheda and Durgesh Lalji Chheda HUF.
***
154,000 Equity Shares sold by Bhavna Desai, 54,000 Equity Shares sold by Sonal Trivedi and 90,000 Equity Shares sold by
Suketu Trivedi.
4. Details of share capital locked-in for one year

Except for (a) the Promoters’ Contribution which shall be locked in as above; (b) Equity Shares allotted
under the ESOP 2017 Scheme to the employees of our Company who are employees as on date of
Allotment; (c) the Equity Shares which are sold or transferred as part of the Offer for Sale by the
Promoter Selling Shareholders, the entire pre-Offer Equity Share capital of our Company (including
those Equity Shares held by our Promoters in excess of Promoters’ Contribution); (d) Equity Shares
held by any VCFs or AIF category I or category II or FVCI (provided that such Equity Shares shall be
locked in for a period of at least one year from the dae of purchase of Equity Shares by them), shall be
locked in for a period of one year from the date of Allotment. Any unsubscribed portion of the Equity
Shares being offered by the Promoter Selling Shareholders in the Offer for Sale would also be locked-
in as required under the SEBI ICDR Regulations.
In terms of Regulation 40 of the SEBI ICDR Regulations, Equity Shares held by the Promoters and
locked in as per Regulation 36 of the SEBI ICDR Regulations may be transferred to and among the
Promoters and members of the Promoter Group or a new promoter or persons in control of our
Company, subject to continuation of lock-in in the hands of the transferee for the remaining period and
compliance with the applicable provisions of the Takeover Regulations as applicable and such
transferee shall not be eligible to transfer them till the lock-in period stipulated in the SEBI ICDR
Regulations has expired. The Equity Shares held by persons other than the Promoters prior to the Offer
which are locked in, may be transferred to any other person holding Equity Shares which are locked in
along with the Equity Shares proposed to be transferred, subject to the continuation of the lock in the
hands of the transferee, and compliance with the applicable provisions of the Takeover Regulations.
Pursuant to Regulation 21 of the SEBI ICDR Regulations 2018, Equity Shares held by our Promoters
which are locked-in for a period of one year from the date of Allotment may be pledged only with
scheduled commercial banks or public financial institutions or SI NBFC or housing finance companies
as collateral security for loans granted by such banks or public financial institutions or SI NBFC or
housing finance companies, provided that the pledge of such Equity Shares is one of the terms of the
sanction of such loans. Equity Shares locked-in as Promoters’ Contribution for three years can be
pledged only if in addition to fulfilling the aforementioned requirements, such loans have been granted
by scheduled commercial banks or public financial institutions or systemically important non banking
financial companies for the purpose of financing one or more objects of the Offer and the pledge of
such Equity Shares is one of the terms of the sanction of such loans. Provided that such lock-in shall
continue pursuant to the invocation of the pledge and such transferee shall not be eligible to transfer the
Equity Shares till the lock-in period has expired.
Lock-in of Equity Shares Allotted to Anchor Investors
Any Equity Shares Allotted to Anchor Investors in the Anchor Investor Portion shall be locked in for a
period of 30 days from the date of Allotment.
90
5. Our shareholding pattern
The table below represents the equity shareholding pattern of our Company as on the date of this Red Herring Prospectus:
Category Category of Shareholder Number of No. of No. of No. of Total nos. Shareholding Number of Voting Rights held in each No. of Shareholding Number Number of Shares Number of
(I) (II) Shareholders fully paid Partly shares shares held as a % of class of securities Shares as a % of pledged or equity
(III) up equity paid- underlying (VII) = total no. of (IX) Underlying assuming full locked otherwise shares held
shares up Depository (IV)+(V)+ shares Outstanding conversion of in encumbered* in
held equity Receipts (VI) (calculated convertible convertible shares (XIII) dematerialis
(IV) shares (VI) as per securities securities (XII) ed form
held SCRR, 1957) No of Voting Rights (including (as a No. As a No. As a (XIV)
(V) (VIII) Class Class Total Total as Warrants) percentage (a) % of (a) % of
As a % of a % of (X) of diluted total total
(A+B+C2) (A+B+C) share Shares Shares
capital) held held
(XI)= (b) (b)
(VII)+(X)
As a % of
(A+B+C2)
Equity NA
(A) Promoter and Promoter 11 86,442,816 - - 86,442,816 90.06 86,442,816 - 86,442,816 90.06 - 90.06 - - - - 86,442,81
Group 6
(B) Public 28 9,538,000 - - 9,538,000 9.94 9,538,000 - 9,538,000 9.94 - 9.94 - - - - 9,538,000
I Non Promoter-Non Public
I (1) Shares underlying DRs - - - - - - - - - - - - - - - - -
I (2) Shares held by Employee Trusts - - - - - - - - - - - - - - - -
Total (A) + (B) + (C) 39 95,980,816 - - 95,980,816 100.00 95,980,816 - 95,980,816 100.00 - 100.00 - - - - 95,980,81
6
*
As on the date of this Red Herring Prospectus, none of the Equity Shares held by our Promoters or Promoter Group are pledged. However, in relation to certain bonds issued by one of our Promoter Group entities, Express Infra Projects LLP, our Promoters and one of our
Promoter Group Entities may in the future be required to pledge certain Equity Shares held by them. For further details, please see “Risk Factors – In relation to certain bonds issued by one of our Promoter Group entities, Express Infra Projects LLP, our Promoters and one of
our Promoter Group Entities may be required to pledge certain Equity Shares held by them. Additionally, certain of our Promoters may be required to undertake additional obligations, including providing a non-disposal undertaking with respect to certain of their Equity
Shares. In the event they are required to create such encumbrance and if such encumbrance is enforced, there may be a dilution of the shareholding of our Promoters and Promoter Group and we may face certain impediments in taking decisions on certain key strategic matters
involving our Company. As a result, we may not be able to conduct our business or implement our strategies as currently planned, which may adversely affect our business, financial condition and results of operations. Further, any rapid sale of Equity Shares by such third
parties may adversely affect the price of the Equity Shares.” on page 20.
91
6. Shareholding of our Directors and Key Management Personnel in our Company
Except as set forth below, none of our Directors or Key Management Personnel hold any Equity Shares as
on the date of this Red Herring Prospectus. For details regarding options granted to our Directors and Key
Management Personnel, see the section titled “Capital Structure – Employee Stock Option Scheme” on
page 93.
Name# Number of Equity Shares % of pre-Offer Equity Share capital

Directors
Vipul Jayant Chheda 25,800,000 26.88
Parag Jayant Chheda 25,796,800 26.88
Jayant Shamji Chheda 7,680,000 8.00
Total 59,276,800 61.76
#
7. As on the date of this Red Herring Prospectus, our Company has 39 Equity Shareholders.
8. Top ten shareholders
• The following table sets forth details of the top 10 Shareholders as on the date of this Red Herring
Prospectus:
Sr. Shareholder# Number of Equity Percentage of pre-Offer

No. Shares held Equity Share capital
1. Vipul Jayant Chheda 25,800,000 26.88
2. Parag Jayant Chheda 25,796,800 26.88
3. Tarla Jayant Chheda 25,251,000 26.31
4. Jayant Shamji Chheda 7,680,000 8.00
5. South Asia Growth Fund II Holdings LLC 5,926,820 6.18
6. VS Family Trust (through its trustee, Jayant 1,200,000 1.25
Shamji Chheda)
7. Vaishali Hitesh Shah 500,000 0.52
8. Kalpana Ramesh Damani 480,000 0.50
9. Kishore Jagshi Chheda 360,000 0.38
10. Vishanji Shamji Dedhia 300,000 0.31
Total 93,294,620 97.20
#
None of the top 10 Shareholders as on date of this Red Herring Prospectus are entitled to further Equity
Shares arising out of any warrant, option or convertible debentures, loans or any other instrument.
• The following table sets forth details of the top 10 Shareholders as on 10 days prior to the date of filing of
this Red Herring Prospectus:

5. VS Family Trust (through its trustee, Jayant 1,200,000 1.25
Shamji Chheda)
6. Vaishali Hitesh Shah 500,000 0.52
7. Kalpana Ramesh Damani 480,000 0.50
8. Kishore Jagshi Chheda 360,000 0.38
10. Anjana Shah 250,000 0.26
Arpana Manish Shah 250,000 0.26
Chandravadan Dhanji Shah 250,000 0.26
Jagdish Lalji Shah 250,000 0.26
Manish Shah 250,000 0.26
Sheela Narendra Gala 250,000 0.26
Total 88,867,800 92.59
#
None of the top 10 Shareholders as on 10 days prior to the date of filing of this Red Herring Prospectus, are
92
entitled to further Equity Shares arising out of any warrant, option or convertible debentures, loans or any
other instrument.
• The following table sets forth details of the top 10 shareholders as on two years prior to the date of filing of
this Red Herring Prospectus:

5. Chandravadan Dhanji Shah 250,000 0.26
6. Sheela Narendra Gala 250,000 0.26
7. Kalpana R Damani 240,000 0.25
8. Nayana Vipin Shah 175,000 0.18
9. Kishor Jagshi Chheda 160,000 0.17
Total 89,298,800 93.04
#
None of the top 10 Shareholders as on two years prior to the date of filing of this Red Herring Prospectus
are entitled to further Equity Shares arising out of any warrant, option or convertible debentures, loans or
any other instrument.
For details relating to the average cost of acquisition of Equity Shares by the Promoters, see the section
titled “Risk Factors – Prominent Notes” on page 44.
9. Employee Stock Option Scheme
To reward our employees and provide an incentive for their continuous contribution to our organisational
success, our Board instituted ESOP 2017, pursuant to resolutions passed by our Board and our shareholders
on August 21, 2017 and September 15, 2017, respectively. ESOP 2017 envisages the grant of such number
of options that (together with exercised options) grants their eligible employee holders the right to apply for
900,158 Equity Shares. Each option under ESOP 2017, upon exercise, grants its holder the right to be
allotted one Equity Share, upon payment of the exercise price. As on November 26, 2019, under ESOP
2017 our Company had granted 900,028 options, without options that may have been forfeited, lapsed or
cancelled, as described in the table below.
ESOP 2017 is in compliance with the SEBI ESOP Regulations and the Companies Act, 2013, and is
accounted for in accordance with guidance notes issued by ICAI and the relevant accounting standards, as
per the certificate dated December 9, 2019 from our Statutory Auditor.
Particulars Details
Options granted 900,028 options.
Period ESOP 2017

Number of options as at the beginning of
Fiscal Year 2017 N.A.
Fiscal Year 2018 900,028
Fiscal Year 2019 Nil
Period between April 1, 2019 and Nil
December 9, 2019
Total options granted 900,028
Pricing formula (in ₹) 200 per option
Exercise price of options (in ₹) 200 per option
Vesting period Vesting spread over four years
Options vested (excluding the 198,481
Options that have been
exercised)
Options exercised Nil
The total number of Equity Nil
Shares arising as a result of
exercise of options
Options lapsed/ forfeited/ 245,936
cancelled as on December 9,
93
Particulars Details
2019
Variation of terms of options None
Money realised by exercise of Nil
options
Total number of options in 654,092
force as on December 9, 2019
Employee-wise detail of
options granted to
(i) Senior managerial Shyam Kishanchand Sharda: 25,718 options;
personnel i.e., Directors Ashok Mehra: 25,718 options;
and Key Managerial Hemant Kumar: 25,718 options; and
Personnel Prakash Hegde: 25,718 options.
(ii) Any other employee who Nil
received a grant in any one
year of options amounting
to five per cent or more of
the options granted during
that year
(iii) Identified employees who Nil
were granted options
during any one year equal
to exceeding one per cent
of the issued capital
(excluding outstanding
warrants and conversions)
of our Company at the
time of grant
Fully diluted EPS on pre-Offer, Not applicable
standalone basis pursuant to
exercise of options calculated
in accordance with the relevant
accounting standard
Fully diluted EPS on pre-Offer, Not applicable
consolidated basis pursuant to
exercise of options calculated
in accordance with the relevant
accounting standard
Impact on profit and EPS of the No impact on the profits and EPS of the last three years as our Company follows
last three years if the intrinsic value method of accounting.
accounting policies as specified
in the Regulation 15 of the
Securities and Exchange Board
of India (Share Based
Employee Benefits)
Regulations, 2014 had been
followed in respect of options
granted in the last three fiscal
years
Where our Company has Had our Company followed fair value method of accounting, the profits of our
calculated the employee Company would reduce by ₹ 20,598,737 for the period September 16, 2017 to
compensation cost using the December 9, 2019. Since the EPS for this period is not computed, the impact
intrinsic value of stock options, cannot be assessed.
difference, if any, between
employee compensation cost
calculated using the intrinsic
value of stock options and the
employee compensation cost
calculated on the basis of fair
value of stock options and the
impact of this difference on
profits and EPS of our
Company
Weighted average exercise Exercise price : ₹ 200 per option
price and the weighted average Fair value : ₹ 44.22 per option
fair value of options whose
exercise price either equals or
exceeds or is less than the
market price of the stock
94
Particulars Details
Description of the method and
significant assumptions used Model used The Black – Scholes Formula
during the year to estimate the
Risk-free interest rate 6.47%
fair values of options, including
Expected life 4 years
weighted-average information,
namely, risk-free interest rate, Expected volatility 0.00%
expected life, expected Expected dividends per share of face 0
volatility, expected dividends, value ₹ 10
and the price of the underlying Price of underlying Equity Shares ₹ 200
share in market at the time of
grant of the option.
Intention of the holders of Nil. As on date, no Equity Shares have been allotted pursuant to ESOP 2017.
Equity Shares allotted on
exercise of options to sell their
shares within three-month
period after the listing of
Equity Shares pursuant to the
Offer
Intention to sell Equity Shares Nil. As on date, no Equity Shares have been allotted pursuant to ESOP 2017.
arising out of the ESOP 2017
within three-month period after
the listing of Equity Shares by
directors, senior managerial
personnel and employees
having Equity Shares arising
out of ESOP 2017 amounting
to more than one per cent of the
issued capital (excluding
outstanding warrants and
conversions)
10. Except for the Equity Shares allotted pursuant to conversion of the CCPS allotted in the Pre-IPO
Placement, our Company has not issued Equity Shares in the last one year preceding the date of filing of
this Red Herring Prospectus which may be at a price lower than the Offer Price.
11. Our Company, our Directors and the BRLMs have not entered into any buy-back, standby and/or any
safety net arrangement for the purchase of Equity Shares or other specified securities of our Company.
12. Neither the BRLMs nor their associates hold any Equity Shares as on the date of filing of this Red Herring
Prospectus.
13. No person connected with the Offer, including, but not limited to, the BRLMs, the Syndicate Members, our
Company, the Promoter Selling Shareholders, the Directors, the Promoters or the members of our Promoter
Group and Group Companies, shall offer in any manner whatsoever any incentive, whether direct or
indirect, in cash, in kind or in services or otherwise, or make payment, to any Bidder for making a Bid.
14. Our Company has not issued any Equity Shares out of its revaluation reserves.
15. The Equity Shares are fully paid-up and there are no partly paid-up Equity Shares as on the date of filing
16. Except for the options granted under the ESOP 2017, there are no outstanding convertible securities or any
other right or instrument which would entitle any person any option to receive Equity Shares as on the date
of this Red Herring Prospectus.
17. Except the Equity Shares allotted pursuant to the Scheme of Amalgamation, our Company has not allotted
any Equity Shares pursuant to any scheme approved under Sections 391 to 394 of the Companies Act,
1956. For details, see the sections titled “Capital Structure – Notes to the Capital Structure – Share Capital
History of our Company” on page 82 and “History and Certain Corporate Matters – Details regarding
acquisition of business/undertakings, mergers, amalgamation, revaluation of assets” on page 176.
18. Except for ESOP 2017, our Company presently does not intend or propose to alter the capital structure for
a period of six months from the Bid/ Offer Opening Date, by way of split or consolidation of the
denomination of Equity Shares, or further issue of Equity Shares, whether on a preferential basis or by way
of issue of bonus or rights or further public issue of Equity Shares or qualified institutions placement or
95
otherwise.
19. Except for any issuance of Equity Shares pursuant to ESOP 2017 and the Equity Shares allotted pursuant to
conversion of the CCPS allotted in the Pre-IPO Placement, there neither have been and will be no further
issue of Equity Shares whether by way of issue of bonus shares, preferential allotment, rights issue or in
any other manner during the period commencing from filing of the Draft Red Herring Prospectus with
SEBI until the Equity Shares have been listed on the Stock Exchanges or all application monies have been
refunded, as the case may be.
20. Except as stated in “Notes to Capital Structure – Share Capital History – History of Equity Share capital of
our Company” on page 82, as on the date of this Red Herring Prospectus, none of the Equity Shares held by
the members of our Promoter Group are pledged or otherwise encumbered. None of the Equity Shares
being offered for sale through the Offer for Sale are pledged or otherwise encumbered.
21. During the period of six months immediately preceding the date of the Draft Red Herring Prospectus, no
financing arrangements existed whereby our Promoters, other members of our Promoter Group, our
Directors or their relatives may have financed the purchase of Equity Shares by any other person.
22. Except to the extent of Equity Shares offered by the Promoter Selling Shareholders in the Offer for Sale,
our Promoters and members of our Promoter Group will not submit Bids, or otherwise participate in this
Offer.
23. This Offer is being made in terms of Rule 19(2)(b)(ii) of the SCRR read with Regulation 41 of the SEBI
ICDR Regulations, wherein at least such percentage of Equity Shares equivalent to a value of ₹ 4,000
million (calculated at the Offer Price) will be offered to the public. Our Company is eligible for the Offer in
accordance with Regulation 26(1) of the SEBI ICDR Regulations.
24. The Offer is being made through the Book Building Process in accordance with Regulation 26(1) of the
SEBI ICDR Regulations, wherein 50% of the Offer shall be available for allocation on a proportionate
basis to QIBs. Our Company and the Promoter Selling Shareholders may, in consultation with the BRLMs,
allocate up to 60% of the QIB Portion to Anchor Investors at the Anchor Investor Allocation Price, on a
discretionary basis, out of which at least one-third will be available for allocation to domestic Mutual
Funds only, subject to valid Bids being received from domestic Mutual Funds at or above the Anchor
Investor Allocation Price. 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 shall be available for allocation on a proportionate basis to Mutual
Funds only. The remainder of the Net QIB Portion shall be 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 Offer 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 will be
added to the remaining Net QIB Portion for proportionate allocation to QIBs. Further, not less than 15% of
the Offer shall be available for allocation on a proportionate basis to Non-Institutional Bidders and not less
than 35% of the Offer 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 Offer Price.
Subject to availability of Equity Shares, each Retail Individual Bidder shall be Allotted not less than the
minimum Bid Lot, and the remaining Equity Shares, if available, shall be allotted to all Retail Individual
Bidders on a proportionate basis.
25. Subject to valid Bids being received at or above the Offer 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 and the Promoter Selling Shareholders, in
consultation with the BRLMs 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. All Bidders (other than Anchor Investors) shall participate in the
Offer mandatorily through the ASBA process, providing the details of their respective bank accounts,
which will be blocked by SCSBs.
26. Any over-subscription to the extent of 10% of the Offer can be retained for the purposes of rounding off to
the minimum allotment lot. In the event of under-subscription in the Offer, subject to receiving minimum
subscription for 90% of the Fresh Issue and compliance with Rule 19(2)(b)(ii) of the SCRR read with
Regulation 41 of the SEBI ICDR Regulations, Allotment will be first made towards the Fresh Issue from
the valid Bids. For further details, please see the section titled“Offer Structure” on page 376.
96
27. The Equity Shares offered pursuant to this Offer shall be fully paid-up at the time of Allotment.
28. There shall be only one denomination of the Equity Shares, unless otherwise permitted by law.
29. Our Company shall ensure that transactions in the Equity Shares by the Promoters and the Promoter Group,
if any, during the period between the date of filing this Red Herring Prospectus with the RoC and the date
of closure of the Offer shall be reported to the Stock Exchanges within 24 hours of the transactions.
97
OBJECTS OF THE OFFER
The Offer consists of the Fresh Issue and the Offer for Sale.
Offer for Sale
The proceeds from the Offer for Sale (net of any Offer related expenses to be borne by the Promoter Selling
Shareholders) shall be received by the Promoter Selling Shareholders and our Company shall not receive any
proceeds from the Offer for Sale. The Promoter Selling Shareholders intend to use the proceeds of the Offer for Sale
(net of Offer related expenses to be borne by the Promoter Selling Shareholders, applicable taxes and other
regulatory / statutory charges, payable as per applicable law) towards repayment of the outstanding bonds issued by
Express Infra Projects LLP.
For further details, please see “Risk Factors – In relation to certain bonds issued by one of our Promoter Group
entities, Express Infra Projects LLP, our Promoters and one of our Promoter Group Entities may be required to
pledge certain Equity Shares held by them. Additionally, certain of our Promoters may be required to undertake
additional obligations, including providing a non-disposal undertaking with respect to certain of their Equity
Shares. In the event they are required to create such encumbrance and if such encumbrance is enforced, there may
be a dilution of the shareholding of our Promoters and Promoter Group and we may face certain impediments in
taking decisions on certain key strategic matters involving our Company. As a result, we may not be able to conduct
our business or implement our strategies as currently planned, which may adversely affect our business, financial
condition and results of operations. Further, any rapid sale of Equity Shares by such third parties may adversely
affect the price of the Equity Shares.” on page 20.
Utilization of the proceeds of the Fresh Issue
The details of utilization of the proceeds of the Fresh Issue are summarized below:
Particulars Amount (in ₹ million)

Gross proceeds of the Fresh Issue 2,500.00#
(Less) Offer related expenses in relation to the Fresh Issue* [●]
Net Proceeds* [●]
*
To be finalised upon determination of the Offer Price.
#
The size of the Fresh Issue as disclosed in the Draft Red Herring Prospectus, being up to ₹ 4,000.00 million, has been reduced to up to ₹
3,561.77 million. Further, our Company has, in consultation with the BRLMs, undertaken a Pre-IPO placement of 596,500 CCPS for cash
consideration aggregating to ₹ 1,061.77 million, which have been converted into 5,965,000 Equity Shares. The size of the Fresh Issue of up to ₹
3,561.77 million has been further reduced by ₹ 1,061.77 million pursuant to the Pre-IPO Placement and accordingly, after adjustment for Pre-
IPO Placement, the size of the Fresh Issue is up to ₹ 2,500.00 million.
The objects for which our Company intends to utilise the Net Proceeds and the proceeds from the Pre-IPO
Placement, are as follows:
1. repayment or prepayment of certain outstanding loans of our Company;

2. Financing the project cost towards establishment of a new manufacturing facility, either set up directly or
indirectly (through a wholly-owned subsidiary that our Company may set up in the future);
3. upgradation of equipment at our manufacturing facilities; and
4. general corporate purposes, subject to the applicable laws.
The main objects and objects incidental and ancillary to the main objects set out in the Memorandum of Association,
enable our Company to undertake its existing activities and the activities for which funds are being raised through
the Offer. Further, we confirm that the activities carried out till date are in accordance with the main objects clause
of our Memorandum of Association.
Requirement of funds and proposed schedule of deployment
We intend to utilise the Net Proceeds and the proceeds from the Pre-IPO Placement, as set forth below:
(in ₹ million)
Particulars Total Amount Balance Amount to Balance Amount to be deployed
estimated deployed/util amount to be be deployed amount to from the Net Proceeds
amount/cost ized as at deployed from Pre- be deployed and the Pre-IPO
December from Net IPO from Net Placement in
10, 2019 Proceeds and Placement Proceeds Fiscal Year Fiscal
the proceeds (After 2020 Year
from the Pre- adjusting for 2021
IPO Pre-IPO
Placement Placement)
98
Particulars Total Amount Balance Amount to Balance Amount to be deployed
estimated deployed/util amount to be be deployed amount to from the Net Proceeds
amount/cost ized as at deployed from Pre- be deployed and the Pre-IPO
December from Net IPO from Net Placement in
10, 2019 Proceeds and Placement Proceeds Fiscal Year Fiscal
the proceeds (After 2020 Year
from the Pre- adjusting for 2021
IPO Pre-IPO
Placement Placement)
Repayment 481.70 - 481.70 381.70 100.00 481.70 -
or
prepayment,
in full or part,
of certain
outstanding
loans of our
Company
Financing the 1,961.01* 121.01* 1,840.00 250.00 1,590.00 294.40*** 1,545.60**
*
project cost
towards
establishment
of a new
manufacturin
g facility*
Upgradation 821.03 - 821.03 330.03 491.00 228.30*** 592.73***
of equipment
at our
manufacturin
g facilities
General [●] - [●] 100.04 [●] [●] [●]
corporate
purposes**
Total [●] [●] 1,061.77 [●] [●] [●]
*
Our Company has deployed ₹ 121.01 million towards purchase of land situated at Sadashivpet Mandal, district Sangareddy, Telangana,
including for registration cost, stamp duty and other expenses. Except for the required land already acquired by our Company, the entire
estimated cost for establishment of the new facility in Telangana is proposed to be met out of the Net Proceeds and the proceeds from the Pre-
IPO Placement.
**
To be finalised upon determination of the Offer Price. The amount utilised for general corporate purposes from the Net Proceeds shall not
exceed 25% of the gross proceeds of the Fresh Issue.
***
In the event the amount marked out for deployment in Fiscal 2020 is not used in Fiscal 2020, it will be deployed in Fiscal 2021.
The above fund requirements are based on internal management estimates, and quotations received from third-party
vendors, which are subject to change in the future, and have not been appraised by any bank or financial institution
or any other independent agency. These are based on current conditions and business needs, and are subject to
revisions in light of changes in costs, the financial condition of our business, interest rate fluctuations, business,
strategy or external circumstances which may not be in our control. Further, in case the Net Proceeds are not
completely utilised in a scheduled Fiscal Year due to any reason, the same would be utilised (in part or full) in the
next Fiscal Year/ subsequent period as may be determined by our Company, in accordance with applicable law. This
may entail rescheduling and revising the planned expenditure and funding requirement and increasing or decreasing
the expenditure for a particular purpose from the planned expenditure at the discretion of our management, subject
to compliance with applicable law. For further details, see the section titled “Risk Factors – We will not receive any
proceeds from the Offer for Sale portion and our Company’s management will have flexibility in utilising the Net
Proceeds of the Fresh Issue” on page 42.
In case we require additional capital towards meeting the objects of the Fresh Issue, we may explore a range of
options including utilising internal accruals and availing additional debt from existing and future lenders. We
believe that such alternate arrangements would be available to fund any such shortfalls. If the actual utilisation
towards any of the objects is lower than the proposed deployment, such balance will be used for general corporate
purposes in accordance with applicable law.
Details of the Objects
1. Repayment or prepayment of certain outstanding loans of our Company
We enter into various financing arrangements from time to time, with banks and financial institutions. These
arrangements include a mix of secured and unsecured loans. For details of our financing arrangements, including
related terms and conditions; see “Financial Indebtedness” on page 337.
99
We intend to utilize an amount aggregating up to ₹ 481.70 million from the Net Proceeds and the proceeds from the
Pre-IPO Placement towards repayment and/or pre-payment, in full or in part, of certain outstanding term loans
availed by our Company (as set forth below).
Repayment and/or pre-payment of these facilities will help reduce our outstanding indebtedness and debt servicing
costs and enable utilization of our accruals for further investment in our business growth and expansion. In addition,
we believe that this would improve our ability to raise further resources in the future to fund our potential business
development opportunities.
As at October 31, 2019, the outstanding borrowings arising on account of the below outstanding term loans of our
Company are ₹ 1,381.22 million, and this outstanding amount pertains to the term loan agreement dated July 9,
2019 amongst our Company and the consortium lenders, as well as the sanction letters from the respective
consortium lenders. The details of these term loans are set forth below:
S. No. Name of lender Amount Interest rate (in Repayment Pre-payment penalty*
outstanding as at % per annum) schedule
October 31, 2019 as at October
(₹ in million) 31, 2019
1. Bank of India 52.50 11.60 To be repaid on Prepayment is allowed, subject to
or prior to June prior written approval of or
29, 2021 by way notice to the lenders, as
of quarterly applicable, and the payment of a
instalments. prepayment penalty of 0.50% (in
2. IndusInd Bank 500.00 9.85 To be repaid on case of IDFC First Bank
Limited or prior to Limited).
March 12, 2025
by way of
quarterly
installments.
3. The Federal Bank 60.12 9.75 To be repaid on
Limited or prior to
November 6,
2021 by way of
quarterly
instalments.
300.00 9.85 To be repaid on
or prior to
September 15,
2025 by way of
quarterly
instalments.
4. ICICI Bank 102.22 11.60 To be repaid on
Limited or prior to
October 25,
2023 by way of
monthly
instalments.
5. IDFC First Bank 366.38 10.70 To be repaid on
Limited or before June
30, 2023 by way
of quarterly
instalments.
Total 1,381.22
*
Payment of prepayment penalties, if any, shall also be made out of the Net Proceeds. In the event that the Net Proceeds are insufficient for the
said payment of prepayment penalty, such payment shall be made from our internal accruals.
We have applied for and received the required consents from our lenders for repayment/prepayment of the above-
mentioned outstanding loans availed by our Company, as applicable.
As per the certificate dated December 10, 2019 issued by L. D. Joshi & Co., Chartered Accountant, (i) the above
term loan facilities have been utilized for the purposes for which they were sanctioned, and (ii) none of the
100
borrowings that are intended to be prepaid out of the Net Proceeds have been utilized for any payments to, or
repayment/refinancing of, any loans availed from the Promoter Group or Group Companies.
Given the nature of these borrowings and the terms of repayment and/ pre-payment, the aggregate outstanding loan
amounts may vary from time to time. In addition to the above, we may, from time to time, enter into further
financing arrangements and draw down funds thereunder. In the event that we are unable to raise the Offer Proceeds
till the due date for repayment of the facilities mentioned above, the funds earmarked out of the Net Proceeds for
such repayment may be utilized for repayment and/or prepayment of any other loans, including loans availed by our
Company after the date of filing of this Red Herring Prospectus. However, the quantum from the Net Proceeds and
the proceeds from the Pre-IPO Placement that will be utilized for prepayment or scheduled repayment of the loans
shall not exceed ₹ 481.70 million.
2. Financing the project cost towards establishment of a new manufacturing facility, either set up
directly or indirectly (through a wholly-owned subsidiary that our Company may set up in the
future)
We propose to establish a new manufacturing facility in Telangana, either directly or indirectly through a wholly
owned subsidiary that we may set up in the future. For setting up this facility, we have purchased land, through
multiple sale deeds, each dated as below, admeasuring approximately 45 acres 11 guntas, situated at Sadashivpet
Mandal, district Sangareddy, Telangana for a total consideration of ₹ 121.01 million, including registration cost,
stamp duty and other expenses.
Further details of the land purchased are as below:
S. No. Date of sale Location Area (in acres Consideration paid (in ₹ Name of the seller from
deed –guntas) million) whom the land was
acquired
1. August 31, Survey numbers 10-31 29.17 Machavarapu Ganapathi
2017 160/AA1, 161, Rao
161/AA1 and
161/AA/2, Yenkepally
Village Gram
Panchayat, Sadashivpet
Mandal, District
Sangareddy, Telangana.
2. August 31, Survey numbers 161/A3 4-11 11.65 Namburi Kumara
2017 and 161/E1, Yenkepally Swamy
Village Gram
Mandal, District
3. August 31, Survey numbers 5-17 14.70 Namburi Kumara
2017 159/EE, 159/E4, Swamy
159/E/2, 159/E/E,
159/E6, 159/AA1 and
159/EE, Yenkepally
Village Gram
Mandal, District
4. August 31, Survey numbers 160/E 6-24 18.14 Rakesh Nuttaki
2017 and 161/A2/1,
Yenkepally Village
Gram Panchayat,
Sadashivpet Mandal,
District Sangareddy,
Telangana.
5. August 31, Survey numbers 69/AA 3-30 10.59 Namburi Deepthi
2017 and 69/AA2,
Chandrapur Village
Gram Panchayat,
Sadashivpet Mandal,
Telangana.
6. January 19, Survey numbers 161/ 6-35 15.02 Vemulapalli Vanishree
2018 E2 and 170, Enkepalle
Village, Sangareddy
District, Sub-registrar
101
S. No. Date of sale Location Area (in acres Consideration paid (in ₹ Name of the seller from
deed –guntas) million) whom the land was
acquired
Office Sadashivpet,
Telangana.
7. May 2, 2018 Survey number 171/A1, 1-10 3.92 Golla Siddu
Yenkepally (Village and
G.P.) Sadashivpet,
Registration Sub-district
Sangareddy, District
8. May 2, 2018 Survey number 171/A2, 1-11 3.98 Golla Swaroopa
G.P.) Sadashivpet,
9. May 2, 2018 Survey number 171/A2, 2-21 6.92 Golla Anjamma
G.P.) Sadashivpet,
10. May 2, 2018 Survey number 171/E, 2-21 6.92 Golla (Alias) Manthuri
Yenkepally (Village and Kistaiah
G.P.) Sadashivpet,
Total 45-11 121.01
The following table depicts the break-down of the estimated expenses related to the proposed manufacturing facility
at Telangana, excluding land cost already incurred as above:
Sr. No. Particulars Total cost*

(in ₹ million)
1. Civil and electrical 690.96
2. Plant and machinery 642.83
3. Utility 166.25
4. Moulds and dyes 314.58
5. Office equipment 25.38
Total Cost 1,840.00
*
Based on quotations received from third party vendors. Further, the amounts mentioned in certain quotations are in Euros and US Dollars, for
which the RBI conversion rate as at November 15, 2019 has been considered. Customs duty rate of 27.74% has been applied for calculation of
taxes applicable to cost of certain imported machinery and equipment. This amount also includes applicable goods and services tax but excludes
installation and packaging charges.
As certified by L. D. Joshi & Co., Chartered Accountants, pursuant to a certificate dated December 10, 2019, except
for ₹ 121.01 million deployed towards acquiring land at for the new manufacturing facility, including registration
cost, stamp duty and other expenses, our Company has not deployed any funds towards establishing a new
manufacturing facility in Telangana.
The proposed plan for establishing of a new manufacturing facility includes:
(i) Civil works: Includes land filling and levelling, construction of concrete roads and reinforced concrete
cement gutters; and related infrastructure. We have received quotations for such civil works from several
third-party vendors. However, we have not entered into any definitive agreements with any of such third-
party vendors and there can be no assurance that the same vendors would be engaged to eventually
undertake the civil works or the estimated cost will not increase due to a possible cost escalation. If we
engage someone other than the third party vendors from whom we have obtained quotations or if the
quotations obtained expire, such vendor’s estimates and actual costs for the services may differ from the
current estimates. For further details, see “Risk Factors – We plan to use ₹ 1,840.00 million of the Net
Proceeds of the Fresh Issue and the proceeds from the Pre-IPO Placement towards setting up a new plant
in Telangana, either directly by our Company or indirectly through a wholly owned subsidiary of our
Company, with an estimated total cost ₹ 1,961.01 million. The estimated cost of setting up the new
Telangana plant has not been appraised by any bank or financial institution. We are yet to obtain certain
consents and acknowledgements from various regulatory authorities in relation to setting up and operation
102
of our proposed new manufacturing plant. If there are delays or cost overruns in the setting up of this new
plant, it would have an adverse effect on our business, financial condition, results of operations and growth
prospects.” on page 23.
(ii) Plant and machinery: Includes machinery used for manufacturing UPVC, PP, as well as CPVC polymer
pipes, injection moulding machines which are capable of producing moulded UPVC, PP and CPVC fittings
and moulds which are used in the moulding machines and are capable of producing fittings of various
designs. It also includes compounding mixers which are used for mixing raw materials in the production of
UPVC, PP and CPVC polymer and automated material conveying system to deliver compounded dry blend
over extruders and injection moulding machines and grinders and pulverisers to recycle runner and other
plastic waste generated during the production process. We also intend to install three axis robots which
automate the injection moulding process. We have received quotations for purchase of such plant and
machinery from several third-party vendors. However, we have not entered into any definitive agreements
with any of such third-party vendors and there can be no assurance that the same vendors would be
engaged to eventually supply the plant and machinery or our cost will not increase due to a possible cost
escalation owing to currency fluctuations or other market risks. If we engage someone other than the
identified third-party vendors from whom we have obtained quotations or if the quotations obtained expire,
such vendor’s estimates and actual costs for the plant and machinery may differ from the current estimates.
For further details, see “Risk Factors – We plan to use ₹ 1,840.00 million of the Net Proceeds of the Fresh
Issue and the proceeds from the Pre-IPO Placement towards setting up a new plant in Telangana, either
directly by our Company or indirectly through a wholly owned subsidiary of our Company, with an
estimated total cost ₹ 1,961.01 million. The estimated cost of setting up the new Telangana plant has not
been appraised by any bank or financial institution. We are yet to obtain certain consents and
acknowledgements from various regulatory authorities in relation to setting up and operation of our
proposed new manufacturing plant. If there are delays or cost overruns in the setting up of this new plant,
it would have an adverse effect on our business, financial condition, results of operations and growth
(iii) Utility: Includes compressors, chillers, water treatment plants, cooling towers etc. required for smoothly
carrying out the manufacturing processes. Utilities are required for maintaining adequate conditions of a
manufacturing unit, like pressure, temperature etc. We have received quotations for such utilities from
several third-party vendors. However, we have not entered into any definitive agreements with such third-
party vendors with respect to any of the proposed utility works and there can be no assurance that such
third party vendors will be engaged to eventually provide these services. If we engage someone other than
the identified third party vendors from whom we have obtained quotations or if the quotations obtained
expire, such vendor’s estimates and actual costs for the services may differ from the current estimates. For
further details, see “Risk Factors – We plan to use ₹ 1,840.00 million of the Net Proceeds of the Fresh Issue
and the proceeds from the Pre-IPO Placement towards setting up a new plant in Telangana, either directly
by our Company or indirectly through a wholly owned subsidiary of our Company, with an estimated total
cost ₹ 1,961.01 million. The estimated cost of setting up the new Telangana plant has not been appraised
by any bank or financial institution. We are yet to obtain certain consents and acknowledgements from
various regulatory authorities in relation to setting up and operation of our proposed new manufacturing
plant. If there are delays or cost overruns in the setting up of this new plant, it would have an adverse effect
on our business, financial condition, results of operations and growth prospects.” on page 23.
(iv) Moulds & Dyes: Includes moulds required for mass manufacturing of fittings, and dyes required for
manufacturing of pipes. Moulds are typically used in mass-production processes where the same part is
being created thousands or even millions of times in succession. We have received quotations for moulds
and dyes from several third-party vendors. However, we have not entered into any definitive agreements
with such third-party vendors with respect to any of the proposed moulds and dyes and there can be no
assurance that such third-party vendors will be engaged to eventually provide these services. If we engage
someone other than the third-party vendors from whom we have obtained quotations or if the quotations
obtained expire, such vendor’s estimates and actual costs for the services may differ from the current
estimates. For further details, see “Risk Factors –We plan to use ₹ 1,840.00 million of the Net Proceeds of
the Fresh Issue and the proceeds from the Pre-IPO Placement towards setting up a new plant in
Telangana, either directly by our Company or indirectly through a wholly owned subsidiary of our
103
(v) Office Equipment: Includes basic furniture such as chairs, office cabin, dining sets, computers and
peripherals and light fixtures for the office space in the manufacturing plants. We have received quotations
for such office equipment from several third-party vendors. However, we have not entered into any
definitive agreements with such third-party vendors with respect to any of the proposed office equipment
and there can be no assurance that such third-party vendors will be engaged to eventually provide these
services. If we engage someone other than the third-party vendors from whom we have obtained quotations
or if the quotations obtained expire, such vendor’s estimates and actual costs for the services may differ
from the current estimates. For further details, see “Risk Factors – We plan to use ₹ 1,840.00 million of the
Net Proceeds of the Fresh Issue and the proceeds from the Pre-IPO Placement towards setting up a new
plant in Telangana, either directly by our Company or indirectly through a wholly owned subsidiary of our
As certified by Rajesh Patel, Reliable Testing, Chartered Engineer, pursuant to a certificate dated November 26,
2019, the machinery and equipment proposed to be procured by our Company in relation to the planned installed
capacity at its proposed new plant at Telangana are required and adequate.
3. Upgradation of equipment at our manufacturing facilities
We currently own six manufacturing facilities at Haridwar, Dadra, Chennai, Kolhapur, Athal and Jobner.
For further details, see “Our Business – Manufacturing” on page 157. We propose to upgrade equipment at
certain of our manufacturing facilities, to help to reduce energy consumption, manpower cost, manpower
dependency and improve the precision level.
The proposed plan includes upgradation of the following categories of equipment at our facilities:
(i) Machinery for pipes: Includes machinery for pipes such as 75-28 Rollepaal Extruder, TTS 88 Theysohn
Extruder, which is used for manufacturing UPVC as well as CPVC polymer pipes. These machines will
replace the existing machines which are due for replacement. It also includes socketing machine, screw
barrel, Auxiliary equipment such as electric pallet truck, fork lift etc., electrical equipment such as PLC,
AC drives, isolators, ACB, VCB etc., miscellaneous fixed assets, works related to polishing, nitriding,
repairing, servicing etc., spares and consumables and utilities. We have received quotations for such
machine from several third-party vendors for our manufacturing facilities at Jobner, Chennai, Dadra,
Haridwar and Kolhapur. However, we have not entered into any definitive agreements with such third-
party vendors and there can be no assurance that such third-party vendors will be engaged to eventually
provide these services. If we engage someone other than the third-party vendors from whom we have
obtained quotations or if the quotations obtained expire, such vendor’s estimates and actual costs for the
services may differ from the current estimates.
(ii) Machinery for fittings: Includes machinery for fittings such as injection moulding machines with capacity
ranging from 140 Tonnes to 450 Tonnes, capable of producing moulded UPVC and CPVC fittings and
moulds which are used in the moulding machines and are capable of producing fittings of various designs.
These fittings are primarily used in agriculture and building and construction. These latest machines will
replace the existing machines which are due for replacement because of ageing, low efficiency and high
energy consumption. It also includes auxiliary equipment such as electric pallet truck, forklift etc. electrical
equipment such as PLC, AC drives, isolators, ACB, VCB etc., miscellaneous fixed assets, works related to
polishing, nitriding, repairing, servicing etc., spares and consumables and utilities. We have received
quotations for such machinery from several third-party vendors for our manufacturing facilities at Jobner,
Athal and Haridwar. However, we have not entered into any definitive agreements with such third-party
vendors and there can be no assurance that such third-party vendors will be engaged to eventually provide
these services. If we engage someone other than the third-party vendors from whom we have obtained
quotations, such vendor’s estimates and actual costs for the services may differ from the current estimates.
(iii) Machinery for Pipes and Fittings: Includes auxiliary equipment, electrical equipment, miscellaneous fixed
assets, repairs and maintenance, spares and consumables and utilities to be utilised for pipes and fittings in
our manufacturing unit in Haridwar (whereby we have facilities for manufacturing both pipes and fittings).
We have received quotations for such machinery from several third-party vendors. However, we have not
entered into any definitive agreements with such third-party vendors and there can be no assurance that
such third-party vendors will be engaged to eventually provide these services. If we engage someone other
104
than the third-party vendors from whom we have obtained quotations or if the quotations obtained expire,
such vendor’s estimates and actual costs for the services may differ from the current estimates.
The following table depicts the break-down of the estimated expenses related to the proposed upgradation of
equipment:
Sr. No. Particulars Total cost*

(in ₹ million)
1. Machinery – Pipes 323.18
2. Machinery – Fittings 497.85
Total 821.03
*
Based on quotations received from third party vendors. Further, the amounts mentioned in certain quotations are in Euros and US Dollars, for
which the RBI conversion rate as at November 15, 2019 has been considered. Customs duty rate of 27.74% has been applied for calculation of
taxes applicable to cost of certain imported machinery and equipment. This amount also includes applicable goods and services tax but excludes
installation and packaging charges.
4. General Corporate Purposes
We intend to deploy the remaining portion of the Net Proceeds and the proceeds from the Pre-IPO Placement, if
any, for general corporate purposes, as may be approved by our management, including but not restricted to
maintenance and expansion of our manufacturing facilities, repayment of loans, strategic initiatives and acquisitions,
working capital requirements, strengthening of the marketing capabilities, as may be applicable, and meeting on-
going general corporate exigencies.
Our management, in accordance with the policies of our Board, will have flexibility in utilising the remaining
portions of the Net Proceeds and the proceeds of the Pre-IPO Placement for general corporate purposes, as
mentioned above, subject to such utilization of the remaining portion of the Net Proceeds shall not exceed 25% of
the gross proceeds of the Fresh Issue, in compliance with the SEBI ICDR Regulations. The quantum of utilization of
funds towards each of the above purposes will be determined by our Board, based on the amount actually available
under this head and the business requirements of our Company, from time to time.
Offer related expenses
The total expenses of the Offer are estimated to be approximately ₹ [●] million. The Offer related expenses include
fees payable to the BRLMs and legal counsel, underwriting commission, fees payable to the Auditor, brokerage and
selling commission, commission payable to Registered Brokers, SCSBs’ fees, Escrow Banks’ and Registrar’s fees,
printing and stationery expenses, advertising and marketing expenses and all other incidental and miscellaneous
expenses for listing the Equity Shares on the Stock Exchanges.
All Offer related expenses, other than listing fees (which shall be borne by our Company), shall be shared by our
Company and the Promoter Selling Shareholders in proportion to the number of Equity Shares being issued or
offered, as the case may be, by each of them in the Fresh Issue and the Offer for Sale, in accordance with applicable
law. Any payments by our Company in relation to the Offer on behalf of the Promoter Selling Shareholders shall be
reimbursed by the Promoter Selling Shareholders to our Company in proportion to the Equity Shares being offered
for sale by each of the Promoter Selling Shareholders in the Offer.
The estimated Offer related expenses are as under:
S. No. Activity Estimated As a % of As a % of

amount* total Offer size*
(₹ in million) estimated
Offer related
expenses*
1. Payment to the BRLMs (including brokerage, underwriting [●] [●] [●]
and selling commission)
2. Selling commission and processing fees for SCSBs and fees [●] [●] [●]
payable to the Sponsor Bank
3. Brokerage, selling commission and bidding charges for the [●] [●] [●]
Members of the Syndicate, SCSBs, Registered Brokers,
RTAs and CDPs
4. Fees payable to the Registrar to the Offer [●] [●] [●]
105
S. No. Activity Estimated As a % of As a % of
amount* total Offer size*
(₹ in million) estimated
Offer related
expenses*
5. Others: [●] [●] [●]
a)Listing fees, SEBI filing fees, book building software
fees and other regulatory expenses;
b) Printing and stationery expenses;
c)Fees payable to Monitoring Agency;
d) Advertising and marketing for the Offer; and
e)Miscellaneous
Total Estimated Offer Related Expenses [●] [●] [●]
For SCSBs
Selling commission payable to the SCSBs on the portion for Retail Individual Investors and Non-Institutional Investors which
are directly procured and uploaded by them would be as follows:
Portion for Retail Individual Investors 0.35% of the Amount Allotted* (plus applicable taxes)
Portion for Non-Institutional Investors 0.20% of the Amount Allotted* (plus applicable taxes)
* Amount Allotted is the product of the number of Equity Shares Allotted and the Offer Price
No additional uploading/processing charges shall be payable to the SCSBs on the applications directly procured by them.
The Selling Commission payable to the SCSBs will be determined on the basis of the bidding terminal id as captured in the bid
book of BSE or NSE.
Processing fees payable to the SCSBs of Rs. 10/- per valid application (plus applicable taxes) for processing the Bid cum
Application of Non-Institutional Investors procured from the Syndicate /Sub-Syndicate Members/Registered Brokers /RTAs
/CDPs and submitted to SCSBs for blocking would be as follows:
For Syndicate (including their Sub-Syndicate Members), RTAs and CDPs
Brokerages, selling commission and processing/uploading charges on the portion for Retail Individual Investors (using the UPI
mechanism ), portion for Non-Institutional Investors which are procured by members of Syndicate (including their Sub-Syndicate
Members), RTAs and CDPs or for using 3-in1 type accounts- linked online trading, demat & bank account provided by some of
the brokers which are members of Syndicate (including their Sub-Syndicate Members) would be as follows:
Portion for Retail Individual Investors 0.35% of the Amount Allotted* (plus applicable taxes)
Portion for Non-Institutional Investors 0.20% of the Amount Allotted* (plus applicable taxes)
* Amount Allotted is the product of the number of Equity Shares Allotted and the Offer Price
The Selling Commission payable to the Syndicate / Sub-Syndicate Members will be determined on the basis of the application
form number / series, provided that the application is also bid by the respective Syndicate / Sub-Syndicate Member. For
clarification, if a Syndicate ASBA application on the application form number / series of a Syndicate / Sub-Syndicate Member, is
bid by an SCSB, the Selling Commission will be payable to the SCSB and not the Syndicate / Sub-Syndicate Member.
The payment of Selling Commission payable to the sub-brokers / agents of Sub-Syndicate Members are to be handled directly by
the respective Sub-Syndicate Member.
The Selling Commission payable to the RTAs and CDPs will be determined on the basis of the bidding terminal id as captured in
the bid book of BSE or NSE.
Uploading Charges/ Processing Charges of ₹ 30/- valid application (plus applicable taxes) are applicable only in case of bid
uploaded by the members of the Syndicate, RTAs and CDPs:
• for applications made by Retail Individual Investors using the UPI Mechanism
Uploading Charges/ Processing Charges of ₹ 10/- valid application (plus applicable taxes) are applicable only in case of bid
uploaded by the members of the Syndicate, RTAs and CDPs:
• for applications made by Retail Individual Investors using 3-in-1 type accounts
• for Non-Institutional Bids using Syndicate ASBA mechanism / using 3- in -1 type accounts,
The Bidding/uploading charges payable to the Syndicate / Sub-Syndicate Members, RTAs and CDPs will be determined on the
basis of the bidding terminal id as captured in the bid book of BSE or NSE.
For Registered Brokers
106
Selling commission payable to the registered brokers on the portion Non-Institutional Bidders which are directly procured by the
Registered Brokers and submitted to SCSB for processing would be as follows:
Portion for Retail Individual Bidders & ₹ 10/- per valid application* (plus applicable taxes)
Non-Institutional Bidders
*Based on valid applications.
For Sponsor Bank
Processing fees for applications made by Retail Individual Investors using the UPI mechanism will be
Sponsor Bank ₹ 8/- per valid Bid cum Application Form * (plus applicable taxes).
The Sponsor Bank shall be responsible for making payments to the third
parties such as remitter bank, NPCI and such other parties as required in
connection with the performance of its duties under the SEBI circulars, the
Syndicate Agreement and other applicable laws.
* For each valid application.
Appraisal and Bridge Loans
The above fund requirements have not been appraised by any bank or financial institution. Our Company has not
raised any bridge loans which are required to be repaid from the Net Proceeds.
Means of Finance
The entire fund requirements of each the objects detailed above are intended to be funded completely from the Net
Proceeds and the proceeds from the Pre-IPO Placement. Accordingly, we confirm that there is no requirement for us
to make firm arrangements of finance through verifiable means towards at least 75% of the stated means of finance,
in addition to the Net Proceeds and the proceeds from the Pre-IPO Placement.
Interim Use of Net Proceeds
Pending utilization for the purposes described above, we intend to deposit the Net Proceeds and the proceeds from
the Pre-IPO Placement only in scheduled commercial banks included in the Second Schedule of the Reserve Bank
of India Act, 1934, as may be approved by our Board. In accordance with Section 27 of the Companies Act, 2013,
we confirm that we shall not use the Net Proceeds and the proceeds from the Pre-IPO Placement, or any part
thereof, for buying, trading or otherwise dealing in any shares of any listed company or for any investment in equity
markets.
Monitoring of Utilization of Funds
Since the proceeds from the Fresh Issue exceeds ₹ 1,000 million, in terms of Regulation 41(1) of the SEBI ICDR
Regulations, 2018, our Company is required to appoint a monitoring agency for the purposes of the Offer.
Accordingly, our Company has appointed HDFC Bank Limited as the monitoring agency in relation to the Offer.
Our Company will disclose the utilization of the Net Proceeds and the proceeds from the Pre-IPO Placement,
including interim use, under a separate head in the balance sheet, specifying the details, if any, in relation to all
proceeds of the Offer (including from proceeds of the Pre-IPO Placement) that have not been utilised. Our Company
will also indicate investments, if any, of the unutilized proceeds of the Offer in our balance sheet for the relevant
financial years 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 use and application of the Net Proceeds and the proceeds from the Pre-IPO Placement.
Additionally, the Audit Committee shall make recommendations to our Board for further action, if appropriate. Till
such time as all the Net Proceeds and the proceeds from the Pre-IPO Placement have been utilized in full, our
Company shall prepare an annual statement, certified by the statutory auditor, of funds utilised for purposes other
than those stated in this Red Herring Prospectus and place it before the Audit Committee.
Further, in terms of Regulation 32(3) of the SEBI Listing Regulations, our Company will furnish a quarterly
statement to the Stock Exchange indicating material deviations, if any, in the use of proceeds from the objects stated
in this Red Herring Prospectus. This information shall be furnished to the Stock Exchange along with the interim or
annual financial results and would be published in the newspapers simultaneously with the interim or annual
financial results, after placing it before the Audit Committee.
107
Other Confirmations
No part of the Net Proceeds and the proceeds from the Pre-IPO Placement will be paid by our Company as
consideration to our Promoters, Directors, Key Management Personnel and the members of our Promoter Group or
Group Entities, except in the ordinary course of business. However, certain of our Promoters will receive a portion
of the proceeds of the Offer for Sale, net of their respective share of Offer related expenses, as Promoter Selling
Shareholders, pursuant to sale of the Equity Shares being offered by them through the Offer for Sale.
Variation in Objects
In accordance with Section 13(8) and Section 27 of the Companies Act, 2013, along with the corresponding rules
issued thereunder, our Company shall not vary the objects of the Fresh Issue, unless authorised by our Shareholders
in a general meeting by way of a special resolution. Additionally, the notice in respect of such resolution issued to
the Shareholders shall contain details as prescribed under the Companies Act, 2013 along with the corresponding
rules issued thereunder, and such details of the notice, clearly indicating the justification for such variation, shall
also be published in one English and one vernacular newspaper in the city where the registered office of our
Company is situated, as per the Companies Act, 2013 and the rules framed thereunder. Pursuant to the Companies
Act, 2013, our Promoters or controlling Shareholders will be required to provide an exit opportunity to the
Shareholders who do not agree to such proposal to vary the objects, in accordance with our Articles of Association
and the SEBI ICDR Regulations.
108
BASIS FOR OFFER PRICE
The Offer Price will be determined by our Company and Promoter Selling Shareholders in consultation with the
BRLMs, on the basis of assessment of market demand for the Equity Shares offered through the Book Building
Process and on the basis of qualitative and quantitative factors as described below. The face value of the Equity
Shares is ₹ 10 and the Offer Price is [●] times the face value at the lower end of the Price Band and [●] times the
face value at the higher end of the Price Band.
Bidders should also refer to the sections titled “Our Business”, “Risk Factors”, “Financial Statements” and
“Management’s Discussion and Analysis of Financial Condition and Results of Operations” on pages 150, 17, 212
and 309, respectively, to have an informed view before making an investment decision.
Qualitative Factors
Some of the qualitative factors which form the basis for the Offer Price are:
1. Strong brands in the pipes and fittings segment with over 30 years’ experience and multiple industry
awards and accolades.
2. Comprehensive product portfolio across polymers serving diverse end-use applications.
3. Strategically located manufacturing facilities with a core focus on quality.
4. Large and growing distribution network.
5. Our technical collaboration with a reputed international player, which helps to improve the quality of our
products and our manufacturing efficiency.
6. Strong management team.
For further details, please refer to the section titled “Our Business –Strengths” on page 150.
Quantitative Factors
Information presented in this chapter is derived from the Restated Financial Statements of our Company.
Some of the quantitative factors which may form the basis for computing the Offer Price are as follows:
1. Earning per share (“EPS”) per Equity Share of face value of ₹ 10 each:
Financial Year / Period Basic EPS (in ₹) Weight Diluted EPS (in ₹) Weight
Ended
March 31, 2017 7.85 1 7.85 1
March 31, 2018 8.08 2 8.08 2
March 31, 2019 9.26 3 9.26 3
Weighted Average 8.63 8.63
June 30, 2019* 2.96 - 2.96 -
*
Not annualised
Notes:
i) Basic Earnings per share before adjusting exceptional item = Net profit after tax attributable to equity shareholders (as restated)/
weighted average number of equity shares outstanding during the year/period.
ii) Diluted Earnings per share before adjusting exceptional item = Net profit after tax attributable to equity shareholders (as restated)/
weighted average number of diluted equity shares outstanding during the year/period.
iii) Weighted average number of equity shares is the number of equity shares outstanding at the beginning of the year adjusted by the
number of equity shares issued during 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 total number of days during the year/period.
iv) Earnings per share calculations are done in accordance with Ind AS 33 ‘Earnings Per Share’ issued by the Institute of Chartered
Accountants of India.
v) The above statement should be read with the notes to restated summary statements of assets and liabilities, profits and losses and cash
flows as appearing in Annexure G of Restated Financial Statements as appearing in the section titled “Financial Statements” on page
212.
vi) The figures / ratios disclosed above are based on Restated Financial Statements.
2. Price earning (“P/E”) ratio in relation to the Price Band of ₹ [●] to ₹ [●] per Equity Share:
Particulars As per our Restated Financial

Statements
P/E ratio based on Basic EPS for the financial year ended March 31, 2019 at the Floor [●]
Price:
P/E ratio based on Diluted EPS for the financial year ended March 31, 2019 at the Floor [●]
109
Particulars As per our Restated Financial
Statements
Price:
P/E ratio based on Basic EPS for the financial year ended March 31, 2019 at the Cap [●]
Price:
P/E ratio based on Diluted EPS for the financial year ended March 31, 2019 at the Cap [●]
Price:
Industry P/E Ratio
P/E Ratio
Highest 65.37
Lowest 19.13
Average 38.89
Notes:
i) The average, highest and lowest Industry P/E shown above is based on the industry peer set provided below under “Comparison with
Listed Peers”. The industry composite has been calculated as the arithmetic average P/E of the peer set provided below, based on
consolidated EPS numbers. For further details, see “Basis for Offer Price – Comparison with Listed Peers” hereunder.
ii) P/E ratios for the peers are computed based on closing market price as at November 21, 2019 on BSE, divided by Diluted EPS (on
consolidated basis) based on the financial results of such companies for the Fiscal Year 2019.
3. Return on Net Worth (“RoNW”):
Year/Period ended RoNW (%) Weight

March 31, 2017 31.47% 1
March 31, 2018 23.52% 2
March 31, 2019 21.18% 3
Weighted Average 23.68%
June 30, 2019* 6.34% -
*
Not annualised
Note:
1. Return on net worth (%) = Net profit after tax (as restated)/ net worth as at the end of year/period.
2. Net worth = Equity share capital + Reserves and surplus (includes General Reserve and surplus in Profit and Loss Account) in
accordance with Section 2 (57) of The Companies Act 2013
4. Minimum Return on Net Worth after Offer required to maintain Pre-Offer EPS for the year ended
March 31, 2019:
a) To maintain pre-Offer Basic EPS for the year ended March 31, 2019
Particulars (%)
At the Floor Price [●]
At the Cap Price [●]
b) To maintain pre-Offer Diluted EPS for the year ended March 31, 2019
Particulars (%)
At the Floor Price [●]
At the Cap Price [●]
5. Net asset value (“NAV”) per Equity Share of face value of ₹ 10 each:
Particulars NAV (in ₹)

As on March 31, 2017 52.37
As on March 31, 2018 34.36
As on March 31, 2019 43.71
As on June 30, 2019 46.70
After the Offer At the Floor Price: [●]
At the Cap Price: [●]
Offer Price* [●]
*
Offer Price per Equity Share will be determined on conclusion of the Book Building Process.
Note:
i) Net asset value per equity share (Rs) = Net worth (as restated)/ Total number of equity shares outstanding as at the end of
year/period.
ii) Net worth = Equity share capital + Reserves and surplus (includes General Reserve and surplus in Profit and Loss
Account) in accordance with Section 2 (57) of The Companies Act 2013.
110
6. Comparison with Listed Peers
Name of Face Total Basic Diluted P/E4 P/E4 RoNW5 NAV per
the Value Income2 EPS (₹) EPS (₹) (Based on (Based on (%) equity
company per (₹ Basic Diluted share6
Equity Million) EPS) EPS) (₹)
Share
(₹)
1 Prince Pipes 10 15,789.95 9.26 9.26 [●] [●] 21.18% 43.71
and Fittings
Limited3
2 Peer Group1
Astral Poly 1 25,227.33 16.27 16.27 65.37 65.37 15.45% 106.64
Technik
Limited
Finolex 10 31,317.34 29.59 29.59 19.13 19.13 14.26% 207.60
Industries
Limited
Supreme 2 56,197.70 35.32 35.32 32.17 32.17 20.83% 169.57
Industries
Limited
3 Industry 38.89 38.89 16.84% 161.27
Composite7
Notes:
1. Peer Group Companies’ financial details set out in the above table are based on their respective consolidated audited results as at
and for the year ended March 31, 2019.
2. Total Income refers to Revenue from Operations and Other Income.
3. Company information is based on the Restated Financial Statements as at and for the year ended March 31, 2019.
4. P/E Ratio has been computed using the closing market prices of the peer companies on BSE sourced from BSE’s website as on
November 21, 2019, as divided by the basic and diluted EPS respectively.
5. RoNW has been calculated as Profit after Tax (post minority interest, if any) divided by the Net Worth of these companies. Net worth
has been computed as sum of Share Capital and Reserves & Surplus (attributable to equity shareholders).
6. Net asset value per equity share is calculated as the Net Worth of the peer companies (as mentioned in the point 5 above), divided by
the outstanding number of fully paid up equity shares.
7. The industry composite has been calculated as the arithmetic average of the industry peer set disclosed above.
The Offer Price of ₹ [●] has been determined by our Company and Promoter Selling Shareholders, in consultation
with the BRLMs on the basis of the demand from investors for the Equity Shares through the Book Building Process
and is justified in view of the above qualitative and quantitative parameters.
Investors should read the above-mentioned information along with “Risk Factors”, “Financial Statements” and
“Management’s Discussion and Analysis of Financial Condition and Results of Operations” on pages 17, 212 and
309 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 the section titled “Risk Factors” or any other factors that may arise in the
future and you may lose all or part of your investments.
111
STATEMENT OF TAX BENEFITS
To,
The Board of Directors
Prince Pipes and Fittings Limited
Plot No.1,
Honda Industrial Estate,
Phase II,
Honda Sattari Honda
Goa 403 530
Dear Sirs,
Sub: Statement of possible tax benefits (‘the Statement’) available to Prince Pipes and Fittings Limited (“the
Company”) prepared in accordance with the requirement in Schedule VIII – Clause (VII)(L) of Securities
and Exchange Board of India (Issue of Capital Disclosure Requirements) Regulations 2009, as amended
(‘the Regulations’)
We refer to the proposed initial public offering of Equity Shares of face value of Rs. 10 each (the “Equity Shares”)
of the Company (the “Offer”). We enclose herewith the statement showing the current position of special tax
benefits available to the Company and to its shareholders as per the provisions of the Income-tax Act, 1961, as
amended (“the Act”) and presently in force in India, for inclusion in the Red Herring Prospectus (“RHP”) and
Prospectus (collectively the RHP and Prospectus, the “Offer Documents”) for the proposed Offer.
Several of these benefits are dependent on the Company and/or its shareholders fulfilling the conditions prescribed
under the relevant provisions of the Act. Hence, the Company and/or its shareholders can derive these direct tax
benefits upon fulfilling such conditions laid down in the Act.
The benefits discussed in the enclosed statement are neither exhaustive nor conclusive. The contents stated herein
are based on the information and explanations obtained from the Company from time to time. This statement is
only intended to provide general information to guide 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 benefits and the changing tax laws,
each investor is advised to consult their own tax consultant with respect to specific tax implications arising out of
participation in the Offer. We are neither suggesting nor are we advising the investor to invest money based on this
statement.
We do not express any opinion or provide any assurance as to whether:
• the Company or its Shareholders will continue to obtain these benefits in future;
• the conditions prescribed for availing the benefits have been/would be met with; and
• the revenue authorities/courts will concur with the views expressed herein.
We hereby give our consent to include the enclosed statement regarding the special tax benefits available to the
Company and to its shareholders in the Offer Documents which the Company intends to file with the Securities and
Exchange Board of India (“SEBI”), file with the Registrar of Companies, Goa, Daman and Diu and submit to stock
exchanges and any other statutory or regulatory authorities.
Limitations
Our views expressed in the statement enclosed are based on the facts and assumptions indicated above. No
assurance is given that the revenue authorities/courts will concur with the views expressed herein. Our views are
based on the existing provisions of law and its interpretation, which are subject to change from time to time. We do
not assume responsibility to update the views consequent to such changes.
This statement has been prepared solely in connection with the Offer under the Regulations.
All Capitalized terms used but not defined herein shall have the same meanings assigned to such terms in the Offer
Documents.
Yours faithfully,
For Khimji Kunverji & Co LLP
(Formerly Khimji Kunverji & Co. – FRN 105146W)
112
Chartered Accountants
Sd/-
Gautam V Shah
Partner
Membership No: F-117348
ICAI UDIN: 19177348AAAACS4781
Place: Mumbai
Date: November 25, 2019
113
ANNEXURE TO THE STATEMENT OF POSSIBLE SPECIAL TAX BENEFITS AVAILABLE TO THE
COMPANY AND ITS SHAREHOLDERS UNDER THE INCOME TAX ACT, 1961
Outlined below are the possible special tax benefits available to the Company and its shareholders as per the provisions
of the Act currently in force in India. These tax benefits are dependent on the Company and its shareholders fulfilling
the conditions prescribed under the relevant provisions of the Act. Hence, the Company and its shareholders
can derive the p o s s i b l e t a x benefits upon fulfilling such conditions laid down in the Act, which are based on
business imperatives they face in the future, they may or may not choose to fulfill.
A. Special tax benefits available to the Company under the Act

There are no special tax benefits available under the Act to the Company.
B. Special tax benefits available to the Shareholders under the Act

There are no special tax benefits available under the Act to the Shareholders.
C. Notes:
Pursuant to The Taxation Laws (Amendment) Ordinance, 2019 the company is eligible for tax advantage under
the new section 115BAA introduced w.e.f. 01-04-2019 wherein the effective tax rates have changed to 25.17%
subject to certain conditions as mentioned below.
Conditions specified under eligibility criteria of section 115BAA

All domestic companies shall have an option to pay income tax at the rate of 22% (plus applicable surcharge
and cess), provided the following conditions are complied with:
a. Such companies should not avail any exemptions/incentives under different provisions of income tax.
Therefore, the total income of such company shall be computed without:
I. Claiming any deduction especially available for units established in special economic zones under
section 10AA
II. Claiming additional depreciation under section 32 and investment allowance under section 32AD
towards new plant and machinery made in notified backward areas in the states of Andhra Pradesh,
Bihar, Telangana, and West Bengal
III. Claiming deduction under section 33AB for tea, coffee and rubber manufacturing companies
IV. Claiming deduction towards deposits made towards site restoration fund under section 33ABA by
companies engaged in extraction or production of petroleum or natural gas or both in India
V. Claiming a deduction for expenditure made for scientific research under section 35
VI. Claiming a deduction for the capital expenditure incurred by any specified business under section 35AD
VII. Claiming a deduction for the expenditure incurred on an agriculture extension project under section
35CCC or on skill development project under section 35CCD
VIII. Claiming deduction under chapter VI-A in respect to certain incomes, which are allowed under section
80IA, 80IAB, 80IAC, 80IB and so on, except deduction under section 80JJAA
IX. Claiming a set-off of any loss carried forward from earlier years, if such losses were incurred in respect
of the aforementioned deductions
X. Claiming a deduction for depreciation under section 32 in a manner as may be prescribed, except the
additional depreciation as mentioned above.
Such companies will have to exercise this option to be taxed under the section 115BAA on or before the due date of
filing income tax returns i.e. usually 30th September of the assessment year. Once the company opts for section
115BAA in a particular financial year, it cannot be withdrawn subsequently.
114
SECTION IV – ABOUT THE COMPANY
INDUSTRY OVERVIEW
All information in this section is sourced from the CRISIL Research Report. The CRISIL Research Report is
subject to the disclaimer set out in “Certain Conventions, Currency of Presentation, Use of Financial
Information – Industry and Market Data” on page 13. All forward-looking statements, estimates and
projections in this section are CRISIL Research’s forward looking statements, estimates and projections. While
we have taken reasonable action to ensure that information from the CRISIL Research Report has been
reproduced in its proper form and context, none of our Company, the Book Running Lead Managers and our
and their respective directors, employees, agents and professional advisors have conducted an independent
review of the content or independently verified the accuracy thereof. Accordingly, prospective investors should
not place undue reliance on the information contained in this section.
This section contains copies of certain tables and charts from the CRISIL Research report. References to “2015-
16”, “2016-17”, “2017-2018”, “2018-2019” etc., or “FY15”, “FY16”, “FY17”, “FY18”, “FY19”, etc., in
these tables and charts are to the financial years ended March 31, 2015, 2016, 2017, 2018 and 2019, etc., or as
at March 31, 2015, 2016, 2017, 2018 and 2019, etc., as applicable. The use of the letter “E” after a number
means it is an estimated number and the use of the letter “P” after a number means it is a projected number.
The use of the symbol “~” means approximately.
MACROECONOMIC SCENARIO IN INDIA
With population of over 1.3 billion and estimated GDP of ₹ 141 trillion in Fiscal 2019, India is the sixth largest
economy. Also, India has favourable demographics with largest working population, 66.4% of the total
population in working age group of 15-64 years in 2018 (Source: World Bank data indicators), and more than
half the population below 25 years of age. In fact, working population of India is more than total population of
countries such as Russia, Brazil and the US. Going forward, the working population, which rose at 2% CAGR
over 2008-2018, is expected to increase further, thereby driving consumption and growth.
Being a major exporter of information technology (IT) and business process outsourcing (BPO) services, the
country’s services sector is one of fastest growing and is the highest contributor to its GDP followed by
manufacturing.
Review and outlook on GDP
Global growth set to slow in 2019 due to trade tension and lingering impact of financial tightening
The global economy seems poised on the cusp of a dip, with an upturn on the horizon. For the present, however,
the International Monetary Fund (IMF) in its April World Economic Outlook (WEO) printed a rather gloomy
outlook, downgrading its 2019 global growth forecast to 3.3% from 3.5% estimated in January, compared with
3.6% growth in 2018. The slowdown is attributed to rising trade tensions and financial tightening in the second
half (H2) of 2018. However, it expects growth to rebound from H2 2019 owing to the more patient pace of
monetary normalisation by major central banks – led by the United States (US) Federal Reserve (Fed) – and
increased Fiscal and monetary stimulus in countries such as China. For 2020, the IMF pegs the growth to
recover to 3.6%.
That said, the IMF warns the rebound later this year is vulnerable to downside risks including Brexit, high debt
in certain countries, tensions around trade policy, and a sense of unease in financial markets.
Growth is expected to slow down in 2019 for major advanced economies, including the United States (US),
Euro area (EA-19), the United Kingdom (UK), and Japan. Moreover, growth would likely continue tapering
down in 2020 for the US and Japan. Emerging markets and developing economies in 2019 will show marginal
slowdown in 2019 before recovering in 2020, especially Latin America, the Middle East, North Africa, and a
few Asian economies. China’s growth is expected to continue declining in 2019 and 2020, in line with Chinese
government’s target range of 6-6.5%.
115
Indian GDP expected to grow at 6.3% in Fiscal 2020
The first quarter of Fiscal 2020’s gross domestic product (GDP) growth estimate of 5% - the slowest in 25
quarters – corroborates that India’s economic slowdown is deeper and more broad-based than suspected. While
on-ground indicators did suggest that the quarter would look worse than the previous one (at 5.8%), the extent
of the fall has caught everyone by surprise.
Table 1: The nuances of GDP growth
At basic prices 2015-16 2016- 2017- 2018- At market prices 2015-16 2016- 2017-18 2018-19
17 18 19 17
GDP 8 8.2 7.2 6.8
Agriculture 0.6 6.3 5 2.9 Private 7.4 7.3 7.4 8.1
consumption
Industry 9.8 6.8 6.2 8.4 Govt. consumption 6.8 12.2 15 9.2
Manufacturing 12.8 7.9 5.9 6.9 Fixed investment 5.2 10.1 9.3 10
Mining & 13.8 13 5.1 1.3 Exports -5.6 5 4.7 12.5
quarrying
Services 9.6 7.5 8.1 7.5 Imports -5.9 4 17.6 15.4
Source: CSO, CEIC, CRISIL Research
● The sharpest dip was seen in exports, where growth nearly halved to 5.7% from 10.6% in the fourth quarter
of Fiscal 2019. Private consumption growth nosedived to an 18-quarter low of 3.1%, down from 7.2% in
the previous quarter. Not surprisingly, manufacturing sector flat lined, showing 0.6% growth. Government
consumption slowed to 8.8% from 13.1%, while investments growth held up, recording a mild uptick at 4%
from 3.6%. A sharp slowdown in imports to 4.2% from 13.3% provided support. On-year, the trade balance
of goods and services was, in fact, slightly lower.
● On the supply-side, growth in gross value added or GVA slowed to 4.9% in the first quarter of Fiscal 2020,
from 5.7% in the previous quarter. The slowdown was fairly broad-based. The sharpest slowdown was in
the real estate, financial and professional services segment, which slipped to 5.9% from 9.5%. This
reflected weakness in the banking and non-banking sectors, where overall credit growth has been sluggish
and funding constraints to the real estate sector has slowed activity there. Services sector growth dipped to
6.9% from 7.1%. This was followed by manufacturing (0.6% vs 3.1%) and public administration and
defence (8.5% vs 10.7%). Mining and construction activities, too, saw lower growth.
● Agricultural growth, however, picked up to 2% in the first quarter, from -0.1% in the previous. While
overall GVA growth fell by 80 basis points (bps) between the two quarters, excluding agriculture, it was
140 bps lower. Growth was also higher in the trade, hotels, transport and communication segment (7.1% vs
6%).
A plunge in domestic private consumption demand, slump in manufacturing, halving of merchandise exports
growth, and a high-base effect from last year have gnawed away at first-quarter growth. Private consumption
growth – the bulwark of India’s growth story in recent years – registered a scant 3.1% in the first quarter, a four-
year low. The last couple of times private consumption fell this sharply was in the first quarter of Fiscal 2013 (-
0.9%) and third quarter of Fiscal 2015 (2.1%), as per the new GDP series. With over 55% weight in GDP and
7.6% annual growth, on average, in the past five years, the importance of bolstering private consumption cannot
be over-emphasised. In the past few years, households had dipped into their savings and leveraged themselves to
support private consumption. However, first quarter data shows, they have not been able to sustain the
momentum.
How does the future look?
There are mixed signals for the second quarter. The first two months of the quarter (July and August) on average
have weaker PMIs (purchase managers’ index) for manufacturing, compared with the first quarter, while for
services it is somewhat stronger. Meanwhile, export growth turned positive in July. However, in some sectors
such as automobiles, demand stayed sluggish, as sales continued to tank. Similarly, the monsoon, though
normal, has brought its share of uncertainty. Rains caught up in August, but the rapid recovery meant excess
rains in several regions leading to kharif crop losses. Also, a few regions are still reeling under rainfall
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deficiency. But healthy groundwater and reservoir levels bode well for the rabi crop, which could still improve
the overall prospects for agricultural production this Fiscal.
Taking these factors into consideration, CRISIL Research expects India’s growth forecast for Fiscal 2020 to be
6.3%. That is under the assumption that the second quarter will see some mild pick-up in growth, which
continues through the year. Growth is expected to get some lift from the low base effect that will now set in
(second half of Fiscal 2019 GDP growth was at 6.2%). An easing monetary policy, improved transmission of
rate cuts, and the government’s minimum income support scheme to farmers would also feed into consumption.
Table 2: Key projections for Fiscal 2020
2015-16 2016-17 2017-18 2018-19 2019-20F

GDP Growth (%) 8.0 8.2 7.2 6.8 6.3
CPI (%, average) 4.9 4.5 3.6 3.4 3.6
CAD/GDP (%) -1.1 -0.7 -1.8 -2.1 -2.2
Fiscal deficit/ GDP centre (%) 3.9 3.5 3.5 3.4 3.3
Exchange rate (Rs./$M March-end) 67 65.9 65 69.5 71
10 Year G-sec yield (%, March-end) 7.5 6.8 7.6 7.5 7.1
F: Forecast
Source: Central Statistics Office (CSO), Reserve Bank of India (RBI) and CRISIL estimates
Raising long-term potential
Initiatives to boost economy

Reviving private consumption, lowering non-performing assets (NPAs) of banks, improving the investment
climate and many such steps are critical to support domestic economic growth. Following are a few steps taken
by the government in this regard:
● Improve investment climate through ease of doing business: The government has initiated a number of
steps to ease the business environment (big moves such as GST and insolvency law and a number of other
steps such as introducing online single window model for providing clearances and filing compliances,
removal of FIPB for fast-track foreign investments, setting up of National Investment and Infrastructure
Fund (NIIF), etc.) Although these remain work in progress and will bear fruit over the medium run as the
case for private investments turns favourable. That said, a pickup in investment may be expected in Fiscal
2020 given the government’s aggressive focus on affordable housing, rural infrastructure, and creation of
roads and highways. Further, India’s ranking in World Bank’s ease of doing business (EODB) has also
improved from 134 in 2014 to 77 in 2019. However, it is still far behind large Asian economies like China
and other BRIC (Brazil Russia India China) countries. EODB rankings of two other BRICS nations,
particularly, Russia and China, have also improved impressively, from 92 and 96 positions in 2014 to 31
and 46 positions in 2019 respectively.
Table 3: Ease-of-doing-business ranking
Brazil Russia India China South Africa

2014 116 92 134 96 41
2015 120 62 142 90 43
2016 116 51 130 84 73
2017 123 40 130 78 74
2018 125 35 100 78 82
2019 109 31 77 46 82
Source: World Bank, CRISIL Research
However, as per the World Economic Forum’s global competitiveness index (GCI) ranking, India has also
moved down to from 60th position in Fiscal 2014 to 68th position in Fiscal 2019. Among the BRICS, India is
better only to Brazil.
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Table 4: Global competitiveness index ranking

2013-14 56 64 60 29 53
2014-15 57 53 71 28 56
2015-16 75 45 55 28 49
2016-17 69 45 63 28 62
2017-18 72 43 58 28 67
2018-19 71 43 68 28 60
Source: World Economic Forum, CRISIL Research
Further, according to the global innovation index, India’s rank has improved from 76th in 2014 to 52th in 2019.
However, among its BRICS peers, India continues to lag China and Russia.
Table 5: Global innovation index rank

2014 61 49 76 29 53
2015 70 48 81 29 60
2016 69 43 66 25 54
2017 69 45 60 22 57
2018 64 46 57 17 58
2019 66 46 52 14 63
Source: Global innovation index by Cornell, INSEAD, WIPO, CRISIL Research
● Passage of key bills: The government has passed several key bills over the past Fiscal – Finance Bill 2017;
Banking Regulation (Amendment) Bill, which seeks to amend the Banking Regulation Act, 1949 to insert
provisions for handling cases related to stressed assets; Insolvency and Bankruptcy Code (Amendment)
Bill, 2017, which strives to create an enabling environment for expeditious resolution of bankruptcies with
least pain to all stakeholders; and the GST Bill to herald transparency, reduce the cascading effect of taxes,
and promote higher GDP growth.
● Capex crunch: Overall capex spending (via gross budgetary spending, or GBS, and spending by central
public sector enterprises, or CPSEs) is however, budgeted to fall 5.7% in Fiscal 2020, compared with 6.3%
growth in Fiscal 2019. Tighter Fiscal space is expected to restrict the government’s ability to take on higher
capex. At the same time, public sector enterprises are no longer doing the heavy lifting on investments.
● No reliance on excessive leverage: India’s GDP growth is not supported by excessive credit creation,
averaging 6.2% in the past two years (Fiscals 2016 and 2017), compared with an average 9.1% nominal
GDP growth. In China, loans are flying twice as fast, accompanied by ballooning debt/GDP (IMF).
● Manufacturing thrust: The government has made some progress in improving labour market efficiency
through various programmes, such as Skilling India and Make in India, which are more or less at the
inception stage. Overall, the reforms process remains very gradual and states will have to take the lead in
implementing these. Some of the reforms at the centre level are still underway and are likely to ease the
labour laws in the country.
● Consumption growth: Given the favourable demographics, rising disposable income, increasing middle
class population is expected to spur consumption growth in India. However, keeping inflation and interest
rates in check would be important to support consumption.
● Development of financial markets: To develop the financial markets, the government has instituted steps
such as the Jan Dhan Yojana, higher FDI in insurance, a better monetary policy framework, and the passage
of bankruptcy code. Further, Securities and Exchange Board of India (SEBI), which is the capital market
regulator in India, approved the framework for business trusts in India. SEBI has approved the Real Estate
Investment Trusts (“REITs”) and Infrastructure Investment Trusts (“InvITs”) framework, both of which are
new asset class for investor. While REITs is an investment vehicle that allows monetization of real estate
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assets, InvITs help promoters to monetize their completed infrastructure projects (having
concessionaire/development agreement).
● Also under the Union Budget 2019-20, to encourage capital inflows, foreign portfolio investors (FPIs) have
been allowed to subscribe to listed debt securities issued by ReITs and InvITs. They will also be permitted
early exit from debt securities of IDF–NBFCs. Further, the non-resident Indian portfolio investment scheme
route is proposed to be merged with the FPI route to channel more money into the domestic capital market.
The budget also proposes to rationalise and streamline the existing know-your-customer norms for FPIs to
make them more investor-friendly without compromising the integrity of cross-border capital flows
● Digitalisation: The government has been quick to board the technology bandwagon with its ‘Digital India’
programme, which aims to speed up financial inclusion and deliver government services electronically by
increasing internet connectivity and improving online infrastructure. Digitisation and digitalisation will
create an efficiency-led spurt in growth over the medium run.
Structural reforms take time to impact the economy. How much the trend improves depends a lot on how the
repairs and reforms are carried out. This time around, growth is slow to pick up, but appears sustainable and
qualitatively better as it is accompanied by prudent Fiscal and monetary policies and a ‘repair-and-reform-
oriented’ policy approach.
The government has always shown the desire to enhance the economic growth of the country and has been
continuously taking the necessary steps to facilitate the GDP growth. Subsequently, reforms and policies are in a
continuing process. Some of the key initiatives taken include the Make in India campaign to provide a push to
manufacturing, Start-up India initiative and Ease of Doing Business. Creating a conducive environment for
businesses by reducing the undue procedural bottlenecks and streamlining the existing regulations and processes
has been the government’s prime focus. Efforts have also been taken to provide a lift to farmers’ incomes by
way of increases in the Minimum Support Prices (MSPs) for crops. Further, the government also recapitalized
the public sector banks thus entailing the banks to enhance lending.
To improve the growth momentum the government has also introduced the Goods and Services Tax (GST), a
new taxation regime thereby reducing barriers to trade, business and related economic activities. In fact, the
budget 2018-19 too included several measures for driving infrastructure through higher allocation to rail and
road sector. Moreover, for helping the growth and facilitation of MSME (Micro, Small and Medium
Enterprises) sector the government has launched a support and outreach program.
Perceivable risks in the economy
India is believed to remain one of the world’s fastest growing major economies going ahead. Several global
agencies such as the IMF and the World Bank too have a positive outlook for the country. However, from the
perspective of emerging market economies (EMEs), India is still exposed to global risks and policy changes.
Any challenges in the global environment have the potential to limit the upside to growth. For instance, the
ongoing trade tensions coupled with slowing global growth have dented India’s export demand. Similarly, since
India is a net importer, rising oil prices too impact India’s macros – inflation, Fiscal and external accounts.
However, the risks to growth are more domestic than external. Private investments have stayed sluggish given
unutilized existing capacities and high leverage with corporates. Sluggishness in private consumption could be
explained by a number of factors, including a possible income slowdown and cost increases, amid other
challenges in the automobile sector, slowing activity in real estate, and an overall dent to consumer sentiment. In
fact, much of this cyclical slowdown has affected sectors that are large employment generators, suggesting that
incomes and/or employment growth in these might have suffered. Add to this the fact that households have been
dipping into their savings in the near past, while also leveraging themselves, indicates their ability to spend
could be constrained. Given this, straining government’s finances could slow government investment as well.
Finally, financial conditions in the banking and non-banking systems, have tightened. If these conditions take
time to ease, there could be a negative impact on financing and therefore growth.
For the medium term, structural issues such as agriculture productivity and export and employment need to be
addressed for any growth pick-up to sustain. Similarly, relentless implementation of reforms announced over the
past few years is critical to pave way for higher and sustained growth.
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Indian plastic pipes industry grew at higher pace than GDP growth
Investments in the agriculture and construction sectors are closely linked to GDP growth, with agriculture
comprising 16.1% share of GDP and construction 8% in Fiscal 2019.
GDP sector-wise break-up (Fiscal 2019)
Source: CSO, CRISIL Research
As the plastic pipes industry in India is driven by investments in the agriculture and construction space, namely
irrigation, water supply and sanitation (WSS) and housing, the industry will mirror economic growth. However,
in four of the past seven Fiscal years (from April 1, 2012 to March 31, 2019), the plastic pipes industry has
grown at a higher pace than GDP growth owing to high growth in end-use-sector investments such as irrigation
and WSS. Increased awareness, and adoption and substitution of metal pipes by plastic pipes have also led to
higher growth. Organised players, especially, grew at a much higher pace compared with the pipes industry
average growth owing to an increase in the quality consciousness of consumers, emerging premium products in
real estate, fittings segment, and chlorinated polyvinyl chloride (CPVC) niche applications, among others.
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GDP growth versus plastic pipes industry growth
Note: “End use sector investments” considered here are Irrigation and WSS.
OVERVIEW OF THE INDIAN PLASTIC PIPES INDUSTRY
Being a cost-effective way to transport water, pipes form an integral part of infrastructure to transport, distribute
and dispose life sustaining resource. They are used for a variety of end applications such as irrigation, household
plumbing, sewerage and industrial applications. In the past, metal pipes – especially galvanised iron (GI) pipes –
were used for most purposes. However, with an increase in availability of raw materials, superior properties and
low costs compared with GI, plastic pipes have emerged as the material of choice for these applications. CRISIL
Research estimates the overall sales of the plastic pipe industry at ~₹ 290-300 billion for Fiscal 2019.
Plastic pipes are made of different types of polymers. The four key types are unplasticised polyvinyl chloride
(UPVC), which represents 65% of industry demand, chlorinated polyvinyl chloride (CPVC) – 15%, HDPE –
15% and polypropylene (PPR) – 4%. Composite pipes, which have a mix of metal and plastic layers, are also
used for similar applications.
Types and applications
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Comparison Table
Galvanised iron
UPVC CPVC HDPE PPR
(GI)
Life (years) 15-20 20-25 30-35 50 50
Max operating
temperature
200-250 60-70 90-100 90-100 90-100
(degrees
Celsius)
Higher than
Strength (hoop) 500-600 450-550 350-400 250-300
plastic pipes
Cheaper than Cheaper than
Costlier than Cheaper than Cheaper than GI,
Cost GI, costlier than GI, costlier
plastic GI costlier than UPVC
UPVC than UPVC
Good chemical
No effect due Has anti- Excellent anti-
resistance and
Corrosion Corrodes faster to chemical corrosive corrosion and
corrosion
resistance properties chemical resistance
resistance
Leakage-free
but requires
Vulnerable to Leakage-free
Leakage Leakage-free Leakage-free installation by
leakage for lifetime
skilled
manpower
More prone to
Relatively low Extremely low Relatively low
Bacterial bacterial growth Extremely low
compared with compared with compared with
growth compared with compared with GI
GI GI GI
plastic
Fusion-welded
Cold welding. system which
Time- and
Done through Done through Known for more requires
Installation energy-
cold welding cold welding tolerance to poor specialised
consuming
installation training and
equipment
Requires less Requires less Require less
Needs insulation Require less
insulation as insulation as insulation as
Thermal as heat loss insulation as low
low thermal low thermal low thermal
conductivity occurs faster due thermal
conductivity conductivity conductivity
and insulation to high thermal conductivity
reduces heat reduces heat reduces heat
conductivity reduces heat loss
loss loss loss
Evolution of the Indian plastic pipes industry
The plastic pipes industry in India is five decades old, with the first polyvinyl chloride (PVC) plant being
established in 1961. With the introduction of various PVC products in the 1970s, PVC consumption started
doubling almost every five years. Between 1985 and 1995, the Green Revolution resulted in increased usage of
PVC pipes in the agriculture sector due to their superior performance. The industry has experienced a rapid 10-
12% CAGR in the past five Fiscal years The major reasons for growth are: increasing demand for pipes in the
construction/ building industry and irrigation sector, nationwide infrastructural development, the government’s
focus on urban/rural development, and the Smart City initiative. Among several variants of plastic pipes
available in the market, the demand for UPVC and CPVC, in particular, has been rising owing to affordability,
high quality and durability.
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1970 1980 1990 2000 Now
s s s s
Branded players recorded higher sales growth in the past decade owing to rise in demand for specialised
products
In the past decade, many new emerging needs led to a rise in demand for specialised plastic pipes. One of the
biggest changes came in the real estate plumbing sector in which pipes was no longer a low-involvement
category product as it was a decade ago. Consumers started demanding better products and newer plumbing
systems. This was owing to pressure on the land bank in metropolitan cities as well as tier-I and tier-II cities,
which witnessed a boom in high-rise constructions. Such construction was made possible thanks to
advancements in construction technology which has forced changes in the design and layout of drainage
systems. Vertical growth and premium architectural designs demanded premium drainage systems having low-
noise properties. Many branded pipe manufacturers have launched new products to meet this demand.
Consequently, branded players were able to record higher sales growth in the past decade than unorganised
players.
Plastic pipes, especially CPVC, gained prominence in the past decade
In the past decade, one of the most important changes in the pipes industry was the large-scale shift from metal-
to polymer-based pipes in most applications. This was especially true in case of plumbing and piping
applications in the construction industry. This evolution has allowed for greater research and development in
specialised products by organised players for specific applications with the development of polymers such as
CPVC for hot and cold water plumbing, firefighting and transportation of industrial fluids. The CPVC segment,
which poses technological barriers to enter, has also given branded players an opportunity to increase their
market share. Until then, UPVC dominated the plastic pipes industry with several unorganised players posing
stiff competition to branded players.
HDPE segment also gained prominence with better quality and increasing usage preference
The HDPE pipes market took a hit in the early 1980s because of the failure of pipes made from scrap HDPE and
sold to prestigious government projects as prime grade pipes. While the HDPE pipe market languished owing to
these incidents, PVC pipes surged ahead. It has taken two decades for the HDPE pipe market to recover, driven
by consistent quality and development of new application areas such as drip and sprinkler irrigation, gas piping,
large diameter sewerage pipes, etc., as well as consolidation in the core water supply sector with good quality
pipes with second-generation HDPE grades.
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Organised players increased focus on the fittings segment in the past decade
Quality standards for pipes evolved over the years in line with changing product requirements
The Indian government’s Bureau of Indian Standards (BIS), formerly the Indian Standards Institution (ISI),
introduced standards for PVC pipes for the first time in 1968 called IS 4985 standards covering PVC pipes from
16 to 315 mm. The standard has since undergone three revisions and the latest revision was done in 2000. The
standard is designed in line with the International Standards Organisation (ISO) 4422, keeping in view the
requirements of the global market. Similarly, BIS has separate standards for HDPE pipes of different
applications.
The Central Institute of Plastics Engineering & Technology (CIPET), which was established in 1968 by the
government with the assistance of United Nations Development Programme (UNDP) at Chennai, is a third-party
independent inspection agency. CIPET conducts inspections and certifies plastic piping systems based on BIS
standards. The International Association of Plumbing and Mechanical Officials Plumbing Codes and Standards
India Pvt. Ltd., which was founded in 2007, also provides certification for plumbing piping systems.
There are several global standards, such as the American Society for Testing and Materials and ISO, which
provide global recognition to the plastic piping products of a company. Large organisations typically purchase
products of companies with international certification. Going forward, due to increasing awareness of quality
standards among various stakeholders, branded players with quality certifications will benefit.
DOMESTIC DEMAND – REVIEW AND OUTLOOK
The Indian plastic pipes and fittings industry rose at a healthy 10-12% CAGR between Fiscals 2014 and 2019 to
about ₹ 290-300 billion. Industry growth was driven by rising demand from the construction and irrigation
sectors. The sub-segments propelling offtake in the construction space were increasing investments in WSS
projects, substitution of metal pipes with polymer pipes, and replacement demand.
Initiatives such as Pradhan Mantri Krishi Sinchayee Yojana (PMKSY), Accelerated Irrigation Benefits
Programme (AIBP), and Command Area Development and Water Management Programme supported the
irrigation sector’s growth.
Additionally, the industry received a boost from the government’s Atal Mission for Rejuvenation and Urban
Transformation (AMRUT) scheme, which is aimed at providing basic services, such as WSS, and ensuring that
every household has access to a tap with assured water supply and a sewerage connection. As a result, demand
for soil, waste and rain, and drainage pipes was robust.
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Domestic market size for plastic pipes
Source: industry, CRISIL Research
The industry’s growth pace is projected to accelerate over the next five Fiscal years (i.e., from April 1, 2019, to
March 31, 2024). CRISIL Research forecasts the plastic pipes and fittings industry to post a CAGR of 12-14%
to ₹ 500-550 billion in Fiscal 2024.
The factors that are expected to contribute to demand growth are:
Low per-capita consumption of plastic
India has very low per-capita plastic consumption of about 11 kg, compared with the global average of 30 kg.
Traditional materials dominate the application areas of plastic. However, over the past three to four Fiscal years,
low crude oil prices and superior properties of plastic have increased the usage of plastic in India. Hence, we
expect per-capita consumption to inch up towards the global average. Over the next five Fiscal years (i.e., from
April 1, 2019, to March 31, 2024), CRISIL Research expects demand for polymers to grow at a healthy 7-9%
CAGR.
Per-capita plastic consumption – India versus others (2017)
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Substitution and replacement demand
Plastic pipes have several advantages over metal pipes. For instance, the raw materials used in manufacturing
plastic pipes are derivatives of crude oil. Hence, prices of plastic pipes are correlated to crude oil prices. The
recent fall in crude oil prices has comparatively lowered raw material prices, and, thus, plastic-pipe prices
during the period. Superior real estate properties and low prices have accelerated the substitution of metal pipes
by plastic pipes. The increase in the availability of raw materials (PVC, PE and PPR), following the
commissioning of new petrochemical facilities in India will further support the plastic-pipes industry. Another
factor driving long-term demand is the replacement of older pipes with plastic pipes.
Within the plastic pipes industry, CRISIL Research expects demand to be driven by increasing application of
HDPE and CPVC pipes.
Plastic pipes – Shift in demand segmentation, by type
UPVC pipes: These pipes find application in agriculture and plumbing for portable water supply and sewerage.
Continuous replacement of galvanised iron pipes with these pipes has supported healthy demand growth in the
past. Features such as affordability and longer life compared with metal pipes have aided this segment.
Government initiatives, such as AIBP, also provide growth potential. The presence of various brands and
established players has ensured steady growth of this segment. Over the next five Fiscal years (i.e., April 1,
2019, to March 31, 2024), CRISIL Research expects growth from this segment to be healthy at 11-12% CAGR.
CPVC pipes: These pipes are primarily used in plumbing applications, as well as hot and cold, potable water
distribution systems. Demand growth for this segment over the past five Fiscal years (i.e., April 1, 2014, to
March 31, 2019) has been the highest among pipes, as CPVC pipes in India are still at a nascent stage and have
huge potential due to factors such as longevity, corrosion free, fire resistant, being lead-free, and the ability to
withstand high temperatures. By Fiscal 2024, CRISIL Research expects the share of CPVC pipes in the overall
plastic pipes industry to increase and go above 20%, registering the highest growth of 20-21%.
HDPE pipes: These pipes are used in the irrigation sector, sewerage and drainage, city-gas distribution and in
chemical and processing industries. HDPE pipes account for ~15% share in the total plastic pipes industry.
These pipes have been gaining prominence over traditional metal and cement pipes, due to durability, low
maintenance and longevity versus metal pipes. Government schemes, such as PMKSY, are expected to lend
support to the segment. Consequently, CRISIL Research expects this segment to witness robust growth of 12-
13% CAGR over the next five Fiscal years (i.e., from April 1, 2019, to March 31, 2024).
PPR pipes: These pipes account for a mere 5% of the total plastic pipes demand. These pipes, which are used
for various industrial purposes, are relatively costly compared with other plastic pipes, which restricts their
usage. CRISIL Research expects demand from this segment to grow at 6-7% CAGR from April 1, 2019 to
March 31, 2024.
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Plastic pipes – Growth across each segment
Investments in the end-user segments
Plastic pipes are primarily used in irrigation and WSS projects. The major demand sources are public-sector
projects undertaken by the central, state and municipal-level bodies. Key growth drivers are:
Increased spending by state governments and municipal corporations to improve accessibility of water for an
ever-increasing population; and
Heightened thrust, in the form of several central government-led schemes, to augment irrigation, urban
infrastructure and real estate. Examples include:
● Irrigation – PMKSY
● Urban infrastructure – WSS schemes such as Jawaharlal, Nehru National Urban Renewal Mission
(JNNURM), AMRUT, Swachh Bharat Mission, Smart Cities Mission
● Real estate – Housing for All scheme
Other than government schemes, demand will also be supported by an increase in private sector investments,
primarily in the real estate sector. CRISIL Research expects demand for plumbing pipes to grow with the rise in
the construction activity in metros as well as tier-II and tier-III cities to drive demand for plastic pipes and
fittings.
Shift in demand segmentation by end-users
127
Irrigation sector
The irrigation sector is the key end-user segment for plastic pipes, accounting for a 45-50% share of the
industry. Of India’s 160 million hectare of cultivated land, a little less than 50% is irrigated. In Fiscal 2016, the
central government converged irrigation schemes under the Pradhan Mantri Krishi Sinchayee Yojana (PMKSY)
to expand the area under cultivation by 2.85 million hectares in Fiscal 2017 and by 8 million hectares by 2020,
outlining a spending target of ₹ 500 billion until 2020. The key schemes converged are Accelerated Irrigation
Benefits Programme (AIBP), Integrated Watershed Management Programme, On Farm Water Management, and
Per Drop More Crop.
Investment in the sector is expected to rise in the next five years owing to the push from state governments to
increase irrigation penetration in states.
Spending in irrigation by states to increase, Centre to focus on monitoring

The government has increased the spending requirement by state governments from 32% to 42%, in line with
greater transfer of taxes to states. The central government will play an active role in monitoring the progress of
PMKSY projects, and has taken several steps to crystallise investments for irrigation, including:
● Forming SLSCs (State Level Sanctioning Committees) for 26 states
● Releasing ₹ 654 million to states for DIP preparation. As many as 675 DIPs have been submitted from
692 districts. Based on the DIPs, each state is expected to submit a state irrigation plan (SIP).
● Prioritising ~99 ongoing irrigation projects under PMKSY (AIBP) and Command Area Development &
Water Management) for completion in phases by December 2019. The government has approved the
funding arrangement for these projects through the National Bank for Agriculture and Rural Development
Consequently, CRISIL Research believes investments in irrigation will rise sharply to ₹ 5,993 billion till Fiscal
2024 from ₹ 3,866 billion over the past five years (April 1, 2014 to March 31, 2019).
Investments in irrigation
128
CRISIL Research believes construction investments in irrigation will rise by 8-9% CAGR by Fiscal 2024
compared with 9-10% CAGR over the past five Fiscal years, i.e., from April 1, 2014, to March 31, 2019. Of the
total investment in irrigation, construction expenditure is estimated at 75%. This translates into a construction
expenditure of ₹ 4,882 billion up to Fiscal 2024, compared with ₹ 2,931 billion over the past five years, i.e.,
from April 1, 2014, to March 31, 2019. The rise in construction activity will lend support to the pipes and
fittings industry.
Irrigation investments are heavily skewed, with the top seven states – Andhra Pradesh, Telangana, Maharashtra,
Karnataka, Gujarat, Madhya Pradesh and Uttar Pradesh – accounting for nearly 75% of the total investments
during the past five years from April 1, 2013, to March 31, 2019. Also, a budget analysis of these states
indicates that the average achievement ratio for these states has been as high as about 95% in the past few years.
Over Fiscals 2018 to 2020 as well, the share of these states is expected to remain at about 75%, as investments
in Andhra Pradesh, Telangana, Karnataka, Madhya Pradesh and Gujarat rise significantly. Most states are
expected to focus on completing existing major and medium irrigation projects. Also, other states such as
Odisha, Rajasthan and Chhattisgarh have significantly increased their allocations towards irrigation.
PMKSY
Key schemes converged include AIBP and Integrated Water Shed Management Programme, On Farm Water
Management or Har Khet Ko Pani, and Per Drop More Crop, of which micro-irrigation is a component. Micro-
irrigation promotes efficient water conveyance and usage of precision water application devices, such as drips,
sprinklers, pivots and rain guns.
Convergence of various schemes under one umbrella
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Andhra Pradesh, Karnataka and Telangana to lead investments

Andhra Pradesh (with Telangana), Gujarat, Karnataka, Madhya Pradesh and Maharashtra account for ~76% of
investments in irrigation projects, whereas Bihar, Uttar Pradesh, Jharkhand, Chhattisgarh, Tamil Nadu,
Rajasthan and West Bengal have ~17% share.
Irrigation investments are heavily skewed, with the top six states accounting for ~75% of total investments over
Fiscals 2014 to 2016. During Fiscals 2019 to 2021 as well, the share of these top six states is expected to remain
~76% as investments in Gujarat, Karnataka and Telangana rise significantly. Additionally, Odisha has increased
focus towards the irrigation sector, which is visible in its CAGR of ~21% in irrigation investments.
The achievement ratio for these top six states is expected high at ~89% in the Fiscal 2019. Most states are
expected to focus on completing existing major and medium irrigation projects. Also, Chhattisgarh and
Rajasthan have significantly increased their allocations towards irrigation.
The below table elaborates the state-wise trend in irrigation investments in the past:
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Government capital expenditure on major and medium irrigation and flood control
State/UT 2013-14 2014 -15 2015 -16 2016-17 2017-18 2018-19 E
AP and Telangana 186 158 167 238 208 240
Karnataka 64 66 70 86 104 116
Maharashtra 79 78 81 88 94 109
Gujarat 68 46 81 74 91 99
Madhya Pradesh 45 41 64 84 80 88
Odisha 22 29 42 58 68 58
Uttar Pradesh 34 47 51 52 31 49
Bihar 18 10 17 18 27 26
Rajasthan 5 13 13 14 22 24
West Bengal 7 10 8 16 16 17
Jharkhand 5 10 12 14 17 17
Chhattisgarh 17 15 17 19 17 18
Tamil Nadu 10 10 7 11 12 15
Assam 4 4 2 2 2 2
Punjab 1 6 10 11 3 3
Kerala 3 2 5 6 6 6
Uttarakhand 5 8 7 7 8 8
Haryana 9 10 6 6 10 10
Manipur 2 2 3 4 4 5
Himachal Pradesh 2 5 5 5 5 6
JAMMU AND KASHMIR 3 2 4 5 5 5
Goa 1 1 2 2 2 2
Tripura 0 0 2 3 3 3
Meghalaya 0 0 1 1 1 2
Mizoram 0 0 1 1 1 1
Puducherry 0 0 0 0 1 1
National Capital Territory of Delhi 1 1 1 1 1 1
Arunachal Pradesh 0 0 3 3 3 4
Nagaland 0 0 1 1 2 2
Sikkim 0 0 0 0 0 0
Andhra Pradesh 186 93 89 102 82 124
Telangana 65 78 137 126 116
Total 591 577 682 830 842 935
Source: RBI, CRISIL Research
Urban infrastructure
CRISIL Research expects construction expenditure in urban infrastructure to be approximately ₹ 3.4 trillion
between Fiscal 2019 and Fiscal 2024, which is 1.7 times the expenditure of the previous five Fiscal years (i.e.,
from 1 April, 2014 to March 31, 2019). CRISIL Research expects WSS projects to account for approximately
52% of the total urban infrastructure investment over the next five Fiscal years (i.e., from April 1, 2019 to
March 31, 2024), driven primarily by state governments and through centrally sponsored programmes. Gujarat,
Rajasthan, Telangana, and Uttar Pradesh will lead state investments.
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Healthy growth in government investments towards WSS
WSS and plumbing are the second largest end-user segment for plastic pipes, accounting for 35-40% share of
the plastic pipes market. In the past five Fiscal years (i.e., from April 1, 2014, to March 31, 2019), government
expenditure on the sector rose at 22% CAGR to about ₹ 624 billion in Fiscal 2019. This was led by several
Central government schemes, coupled with rising emphasis by municipal authorities, such as Mumbai
Metropolitan Region Development Authority, Mumbai and Pune municipal corporations. CRISIL Research
expects overall WSS investments to be ₹ 2,924 billion over the next five years, i.e., from April 1, 2019, to
March 31, 2024, compared to ₹ 1,753 billion over the past five Fiscal years i.e., from April 1, 2014, to March
31, 2019. This will also be driven by the recently proposed “Nal se Jal” scheme, a component of the Jal Jivan
Mission, which promises to provide piped drinking water to every household in the country by 2024. The
scheme comes under the domain of the Jal Shakti Ministry, which has merged the ministries of water resources,
river development and Ganga Rejuvenation with the Drinking Water and Sanitation portfolio.
Investment trajectory in WSS
Most schemes under WSS faring well
Schemes Targeted year of completion Progress
Swachh Bharat 83% of targeted number of projects completed

December 2019
Mission (G) as of January 31, 2019
Actual expenditure 40% of released funds till

SMART Cities June 2020
July 2019
₹ 265 billion released in FY16-19 period

PMKSY December 2019
against ₹ 216 billion envisaged initially
Actual expenditure 75% of released funds till

AMRUT March 2020
July 2019
Swachh Bharat Mission
Government schemes such as the Swachh Bharat Mission and the National Mission for Clean Ganga are likely
to boost WSS investments. On October 2, 2014, Prime Minister Narendra Modi launched the Swachh Bharat
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Mission in order to focus on sanitation and accelerate efforts to achieve universal sanitation coverage. It
comprises two sub-missions – Gramin (for the rural areas) and Urban – aimed at achieving a clean India by
2019.
The measures undertaken by the mission include construction of household, community and public toilets, and
conversion of insanitary latrines into pour-flush latrines; solid waste management; and public awareness.
Status of Swachh Bharat Mission

Gramin: For Fiscal 2019, the budgetary allocation to the scheme was ~₹ 153 billion. However, as per the
revised estimates, investments in the scheme were estimated at ₹ 145 billion. For Fiscal 2020, the central
government has allocated ₹ 100 billion. Under this scheme, more than 90 million household toilets have been
constructed and over 600 districts have been declared as open defecation-free since October 2, 2014.
Urban: Under this component, the government has sanctioned ₹ 27.5 billion to be spent in Fiscal 2020. About ₹
25 billion is estimated to be expensed in Fiscal 2019 as per the revised estimates. Under this scheme, more than
580,000 individual toilets and over 490,000community and public toilets have been constructed since October 2,
2014.
Atal Mission for Rejuvenation and Urban Transformation
In May 2015, the government replaced the Jawaharlal Nehru National Urban Renewal Mission (JNNURM) with
the Atal Mission for Rejuvenation and Urban Transformation (AMRUT), to focus on basic infrastructure
services such as water supply, sewerage, storm water drains, transport, and development of green spaces and
parks.
Under AMRUT, the Centre is assisting states based on project cost and population of the cities and towns. The
financial aid is released in three instalments in the 20:40:40 ratio, based on achievement of milestones indicated
in the State Annual Action Plan.
The scheme also covers JNNURM projects sanctioned between 2005 and 2012 and those that have achieved
50% physical progress (102 projects), or have availed of 50% central government funding up to the initiation of
project (296 projects).
As of December 2018, the central government had released ~₹ 30 billion across states since Fiscal 2016, of
which only ₹ 96 billion had been utilised. The fund utilisation levels were the highest in Jammu & Kashmir,
followed by Karnataka and Madhya Pradesh. The budgetary outlay for AMRUT in Fiscal 2020 is ₹ 73 billion,
while the revised estimate for Fiscal 2019 was ₹ 62 billion.
Smart Cities Mission
To further push infrastructure spending, the government approved a budget of ₹ 480 billion for the development
of 100 smart cities over five years, beginning Fiscal 2017. The focus is on adequate and clean water supply,
sanitation, solid waste management, efficient transportation, affordable housing for the poor, power supply,
robust IT connectivity, e-governance, safety and security of citizens, health, and education. The selected cities
will receive central assistance of ₹ 2 billion in the first year, ₹ 1 billion in each of the next four years, and a
matching contribution from the respective state.
Status: All 100 cities announced; 29 cities show reasonable activity in terms of tendering and execution
Out of the 60 smart cities declared in rounds one and two and the fast track round, only ~29 cities are seeing
reasonable amount of activity. Of the first 20 cities announced, only 10 have progressed in terms of execution.
About eight cities have no progress or only marginal progress in execution as against what was planned initially.
Except Raipur, cities from the fast-track round that were to start execution from Fiscal 2017 have seen almost no
activity.
For the balance 40 cities selected in rounds three and four, tendering is at a very nascent stage for the newly
formed special purpose vehicles (SPVs). Key reasons for the slow activity include inability of some states to
provide their share of funds, lack of manpower with suitable skills, experience at the SPV level, and failure of
urban local bodies to decentralise responsibilities to the SPV.
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Real estate sector
Real estate is a key end-user sector for plastic pipes and fittings in India. Over the last few years, end-user
demand for real estate has been sluggish. Developers had delayed the possession of projects in many instances
due to various reasons, including approval delays and financial issues. However, with the implementation of
Real Estate Regulatory Authority (RERA), the confidence of end-users will improve.
Real estate demand drivers

Growth in population: The country’s population, which grew at about 1.8% CAGR during the ten-year period
between calendar years 2001 and 2011, is expected to grow at about 1.6% CAGR over Fiscals 2011 to 2021 to
1.4 billion. CRISIL Research expects housing demand to increase in line with the number of households.
Urbanisation: The share of urban population in the total population has been consistently rising, and was about
31% in calendar year 2011. Nearly 36% of the country’s population is expected to live in urban locations by
calendar year 2020, driving demand for housing in these areas.
Traction in tier II and III cities: A pick-up in demand for plastic pipes in tier II and III cities has been
observed in recent years. The healthy growth trajectory is expected to continue over the next five Fiscal years
(i.e., from April 1, 2019, to March 31, 2024).
Surging demand from the rural sector: Rural market has low penetration and less availability of branded
PVC pipes and fittings. Demand is surging from this sector, driven by the increase in disposable income of
farmers due to government initiatives, such as higher MSPs and the Mahatma Gandhi National Rural
Employment Guarantee Act (MNREGA). Marketing efforts, coupled with the implementation of GST, will help
branded players increase rural penetration.
Higher affordability led by increasing disposable income: India’s per-capita income grew at a healthy rate
between Fiscals 2014 and Fiscal 2019 to ₹ 126,404 (at current prices). Increasing disposable income, typically,
has a positive correlation with demand for housing units, as it increases affordability.
Tax incentives by the government: The interest-subvention scheme, interest deduction from taxable income,
tax exemption for principal repayment and exemption from capital gains will also be key drivers.
Government initiatives
RERA: CRISIL Research expects the Real Estate (Regulation and Development) Act or RERA, which came
into force on May 1, 2017, to result in improved transparency, timely delivery and organised operations.
Housing for all by 2022: Also known as the Pradhan Mantri Awas Yojana (PMAY), this scheme was launched
on June 25, 2015. It aims to minimise the housing shortage of urban poor. The Ministry of Housing and Urban
Poverty Alleviation has estimated a shortage of nearly 20 million dwelling units for the urban poor. PMAY aims
to address this by providing central assistance to the implementing agencies through states and union territories
to all eligible families/beneficiaries by 2021-22.
Investments planned in PMAY-U are underway in line with Government targets. Since inception, as of July 29,
2019, PMAY-U has witnessed total project investments worth ₹ 5,037 billion (including central assistance
worth ₹ 1,325 billion sanctioned) and sanctions of around 8.5 million units. The scheme – now in its fifth year
of implementation- is witnessing faster completion velocity in the recent months.
On funding side, in February 2018 budget, the government announced an allocation of ₹ 315 billion (including a
provision of internal and external extra budgetary resource worth ₹ 250 billion) and in July 2019, ₹ 69 billion.
However, the flow of funds from the central government side will be key as they will need around ₹ 1 trillion
over the next three years to achieve PMAY-U target of 10 million houses by 2022.
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Visible traction in affordable housing under PMAY (urban)
Source: PMAY documents, project update reports, CRISIL Research
Plastic pipes’ demand to get a push by estimated 1.16 billion sq. ft. of housing supply in top 10 cities
The top ten cities in India – the National Capital Region, Mumbai, Bengaluru, Pune, Hyderabad, Kolkata,
Chennai, Ahmedabad, Chandigarh, and Kochi – are expected to have an estimated 1.16 billion sq. ft. (super
built-up area) of supply to come on stream by calendar year 2021. Organised players will be at the forefront of
tapping this opportunity because of the portfolio of quality products and presence across fittings segment. In the
top eight cities (MMR, NCR, Pune, Bengaluru, Hyderabad, Ahmedabad, Kolkata and Chennai), a total supply of
around 1,497 msf has been planned by the developers, of which, around 1,155 msf supply is expected to
materialize by 2021.
Estimated housing supply across select cities
Growth in investments in end-user segments, and plastic pipes and fittings industry
(CAGR) FY14 to FY19 (%) FY19 to FY24 (%)
Irrigation 9-10% 8-9%
WSS 10-11% 9-10%
Plastic pipes and fittings 10-12% 12-14%

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CRISIL Research expects investments in irrigation and WSS to rise at 8-9% and 9-10% CAGR, respectively,
between Fiscals 2019 and 2024. Healthy growth in the real estate segment is expected to support growth of the
pipes and fittings industry. Within real estate, the plumbing component is estimated at 5-10% of the building
construction cost. Of the total expenditure on plumbing, 2-3% is spent on pipes. This is forecast to translate into
12-14% CAGR for the plastic pipes and fittings industry over the next five Fiscals.
Meanwhile, CRISIL Research expects the share of the organised segment in the industry to expand with the
implementation of GST. Further, organised players’ focus on marketing and distribution network expansion, and
launching innovative and branded products will see their revenue grow faster vis-à-vis the unorganised segment.
RAW MATERIALS FOR THE PLASTIC PIPES INDUSTRY
Naphtha and natural gas (ethane/propane component) are the key raw materials used in the petrochemicals
industry. Their prices are linked to the global demand-supply dynamics and movements in crude oil prices.
Crude oil price is highly volatile, thus imparting volatility to prices of petrochemical products. The table below
sets forth the high, low and average crude oil price for the periods indicated:
Europe Brent spot price (FOB, US$ per Barrel)
H1 FY20 FY19 FY18 FY17
Averag Averag Hig Averag

High Low High Low Low Average High Low
e e h e
86 55 75 86 50 70 71 44 57 56 36 48
Source: U.S. Energy Information Administration, CRISIL Research
Polyethylene (PE), PPR, PVC and CPVC resin are the key raw materials used in the plastic pipes industry,
prices of which are dependent on crude oil price movements, and other factors such as changes in the global
demand-supply and import-export regulations. India currently relies completely on imports to meet its CPVC
requirements.
PVC
Domestic PVC capacity is estimated at ~1.63 million tonnes as of Fiscal 2019. Reliance Industries, Chemplast
Sanmar, Finolex Industries, DCW and DCM Sriram are the key producers of PVC in India. These players
collectively meet 45-50% of domestic demand, while the balance is met through imports. Taiwan, Japan, South
Korea and China collectively account for over 70% of India’s imports. CRISIL Research expects PVC prices,
which were nearly stable at US$920 per tonne in calendar year 2018, to decline by 5-6% in the calendar year
2019, owing to weak demand from China, a key market. Lower upstream vinyl chloride monomer (VCM)
prices, i.e. feedstock prices, has put added pressure on PVC prices. A further decline in prices, though, will be
cushioned because of supply constraints as many PVC plants have shut down or have been forced to shift from
mercury-based catalyst processes to mercury-free processes, owing to strict environmental regulations in China.
PP
Domestic polypropylene (PP) capacity was estimated at 5 million tonnes as of Fiscal 2019. Indigenous
production accounts for close to 90% of total demand, while the rest is imported. In calendar year 2018, global
PP capacity is estimated to have increased ~4% on year, which was in line with the increase in demand.
However, PP prices increased 15% on year to US$1,200 per tonne due to an increase in propylene prices.
Polypropylene (PP) prices are expected to decline 8-13% in 2019 to US$1,030-1,080 per tonne, in line with a
decline in prices of feedstock propylene. Another reason for the fall is the expected capacity addition of 5.2
million tonne of PP globally against incremental demand of 2.5 million tonne, which will put pressure on prices.
In Fiscal 2020, domestic propylene demand is expected to rise 6-7% on-year driven by driven by an increase in
the production of downstream polypropylene (PP) segment (which accounts for 95% of the total demand).
Demand is expected to grow at a CAGR of 5-6% from Fiscal 2019 to Fiscal 2024. During the year, the IOCL
capacity, which came online in February 2019, is also expected to commence commercial production, thereby
driving overall consumption. In calendar year 2020, lower raw material prices is likely to result in decline in PP
prices by 11-13%, dropping to US$870-920 per tonne.
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HDPE
Domestic PE capacity was estimated at 5.6 million tonnes as of Fiscal 2019. Reliance Industries Ltd, Gas
Authority of India Ltd and Haldia Petrochemicals have swing plants (HDPE/ linear low-density polyethylene or
LLDPE) and dedicated HDPE units. In a swing plant, similar equipment and process conditions are used for
LLDPE and HDPE. Switching from HDPE to LLDPE production involves a variation in process parameters,
even though production does not have to be stopped. HDPE accounts for nearly 50% of overall PE demand.
Within HDPE, nearly 40-45% of domestic requirement is met through imports. The top five countries (the UAE,
Saudi Arabia, Qatar, Singapore and USA) collectively accounted for 82% of India’s imports in Fiscal 2019, with
the UAE having the highest share (~39%). In calendar 2019, average crude oil prices are expected to decline and
range between US$63-68 per barrel (8-10% on-year increase), with naphtha prices falling at a similar pace.
However, ethylene prices are likely to decline at a much steeper pace of 27-30% on-year to US$840-890 per
tonne in 2019 as increase in supply is expected to outpace demand growth. In the first half of 2019, prices have
declined by ~28% on-year, while the fall in naphtha and crude prices is 13% and 7% on-year. The steeper fall in
ethylene prices can also be attributed to sluggish demand from China owing to slowdown in downstream PE and
styrene demand with the ongoing US-China trade war. Oversupply in the global ethylene market has worsened
the situation. During 2018-2020, global capacity is expected to increase further by 19 million tonnes, driven by
China as well as USA. On the other hand, incremental demand growth is expected to be to the tune of 15-16
million tonnes, resulting in ethylene surplus of 3-4 million tonnes. In calendar year 2020, ethylene prices are
expected to decline further to US$800-820 per tonne given ample supply in the market, and no major uptick in
demand from downstream segments amid global slowdown.
Trend in raw material prices
Notes:
The above prices are indexed prices, base year 2011
Crude oil – US$111 per tonne; PVC – US$1,068 per tonne; PP – US$1,515 per tonne; HDPE – US$1,347 per tonne
Thus, even though India has significant capacity of polymers, it continues to be net importers of PVC and PE as
demand growth has outpaced capacity additions. Therefore, volatility in international price of feedstock,
fluctuations in the exchange rate and demand-supply mismatch are the key risks faced by players in the pipes
and fittings industry. Given that 40% of the pipes and fittings industry is unorganised, characterised by intense
competition, players are able to pass on the increase in raw material prices only partially to end users. However,
organised players are better placed to face the risks as they enjoy established relationships with raw material
suppliers, and have wide distribution bases and a well-recognised brand presence. Consequently, they are better
positioned to pass on the increase in raw material prices to end users.
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ASSESSMENT OF THE BUILDING MATERIALS INDUSTRY
Paints, sanitaryware and ceramic tiles, and plywood and laminates are some of the key sectors in the building
materials industry. Demand growth in these sectors is primarily driven by real estate activity. Significant
demand for plastic pipes also comes from applications in residential and commercial housing projects. Hence,
demand prospects for auxiliary sectors such as the paint sector is a good indicator of demand prospects of plastic
pipes from the real estate sector.
Paints industry
The industry is relatively organised. Top players Asian Paints, Kansai Nerolac, Berger Paints, Akzo Nobel and
Shalimar accounted for 70-75% market share in Fiscal 2019. The unorganised segment comprises about 2,000
SMEs.
Share of organised and unorganised players in the Indian paints industry
It is challenging for new players to foray into the sector, as the extent of distribution network, product portfolio
and brand recall considerably influence sales. Moreover, established players have regularly put up capacities to
cater to rising demand; 30-50% of the existing capacity is expected to be added by leading players over the next
few years.
Decorative and industrial paints
Decorative paints: This segment includes exterior and interior wall paints, wood finishes and enamel, and
ancillary products such as primers and putties. Decorative paints are used in the housing and construction
sectors, and account for over 70% of the paint market. Within this segment, repainting comprises 70-75% share
and new construction the remainder. Most of the demand arises during the festive season (September to
December).
Industrial paints: These are used in automobiles, auto-ancillary, consumer durables, marine vessels, and
industrial plant and machinery industries. Of these, the automotive segment constitutes the largest share. Owing
to the technology-intensive nature of end-user segments, manufacturers have entered into technical
collaborations and joint ventures with leading international paint producers.
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Demand drivers
Apart from macroeconomic drivers such as a rise in population and income, government initiatives,
urbanisation, rise in the number of nuclear families, and availability of retail financing options, demand for
paints is expected to be guided by the following factors:
Economic growth: Despite the steady climb, per capita paint demand in India is still very low at 3.5-4.0 kg per
year compared with ~6 kg in South East Asia, 23 kg in developed countries and the global average of 12-15 kg.
As the economy picks up pace, and disposable income, housing supply and industrial activity rise, India’s per
capita paint consumption is bound to increase.
Adaptation of high-value products in urban areas: Softer aspects such as increase in frequency of home
repairs and maintenance and willingness to spend considerable sums on home interiors have increased the usage
of premium products within the decorative paints industry, especially in urban areas.
Increase in penetration of paints in rural and non-metro cities: In rural and non-metro cities, distemper is
the primary product. With rise in household incomes in rural and non-metro cities, the preference for superior
aesthetics is expected to rise and with it, demand for paints. Also, the augmentation of distribution networks in
these regions to tap the rising paint demand will contribute to the sector’s growth.
CRISIL Research estimates 10-12% CAGR over the next five Fiscals
The domestic paints industry clocked 9% revenue CAGR between Fiscals 2014 and 2019, led by growth in key
end-user sectors such as real estate, automobiles, etc.; higher per capita consumption of paints and better
penetration of players in semi-urban and rural areas. The real estate and automobile industries’ fortunes are
driven by higher disposable incomes, rise in the number of nuclear families and urbanization. However, sluggish
growth in these two end-user segments in the last couple of years affected the overall revenue growth of key
players in the industry as well. Going ahead, industry revenue is expected to grow by around 10-12% over
between Fiscals 2019 and 2024, with the Government pushing for affordable housing, smart cities and also with
the demand for major automobile segments likely to go up.
Ceramic tiles and sanitaryware
CRISIL Research estimates the overall sales of the Indian ceramic tiles and sanitaryware industry at ₹ 320-325
billion for Fiscal 2019. Ceramic tiles account for 85% (or ₹ 270-275 billion) of the industry and sanitaryware
15% (₹ 45-50 billion). In terms of production, India ranks third in the world in the ceramic tiles and
sanitaryware sector.
Note: CRISIL Research has included water closets (WC), basins, bath and other fittings as part of the
sanitaryware market; faucets not included.
Ceramic tiles are used in residential and commercial spaces primarily for flooring, but also for covering walls.
These tiles are classified as glazed, glazed vitrified (GVT) and polished vitrified (PVT), and are manufactured
by both large players and SMEs, with wide variance in type, size, quality and standard.
Types of ceramic tiles
Ceramic Tiles
Glazed Glazed Vitrified Polished

Ceramic Tiles Tiles Vitrified Tiles
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Ceramic tiles segments:
Based on the type of tiles, the industry can be segregated into three major segments:
1. The ceramic floor and wall tiles segment, which accounts for 40-42% of market value, is estimated at ₹
105-110 billion.
2. The PVT segment, accounting for 41-43% of market value, is estimated at ₹ 105-115 billion.
3. The GVT segment, accounting for 16-18% of market value, is estimated at ₹ 44-48 billion.
Organised versus unorganised
While the organised segment accounts for ~50-52% of the market value, the component of smaller players is
sizeable. CRISIL Research expects the organised sector to strengthen its hold in the industry. Organised players
mostly cater to the faster-growing segments – vitrified and polished tiles – which will also help them grow
faster. They are expanding capacity rapidly because of their entry into long-term joint ventures with smaller
unorganised players
Market share of organised vs unorganised players (value terms)
Key ceramic tiles players in the organised segment include Kajaria Ceramics Ltd, Somany Ceramics Ltd and
HR Johnson India. The Morbi region in western Gujarat is the largest manufacturing hub of ceramic tiles in the
country. With over 600 unorganised players along with several joint ventures (JVs) of large players like Kajaria
and H&R Johnson, this region accounts for 80% of India’s total ceramic production.
In case of sanitaryware, key players such as Hindware Home Retail Pvt. Ltd. (HSIL), Parryware Roca Pvt. Ltd.
(PRPL) and Cera Sanitaryware account for the bulk of revenue within the organised segment (60-75%), and
SMEs 25-40%.
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Break-up among end users (volume terms)
Demand/growth drivers
Apart from macroeconomic factors such as rise in population, urbanisation, number of nuclear families and
penetration of retail finance, growth in the ceramic tiles and sanitaryware segment will be driven by:
Low per capita consumption of tiles: Per capita consumption of tiles in India is way behind that of other
developing countries. It is at about 0.59 sq. m. as compared to world average of 1.5 sq. m. This along with
changing demographics indicate significant potential lying in the industry.
Increase in tile intensity in residential construction: CRISIL Research expects tile intensity in residential
construction to increase. Historically, tile intensity in urban areas has been higher than in rural areas owing to
easier availability of tiles and higher income. However, in the near future, CRISIL Research expects tile
intensity in rural areas to increase, as rural consumers are likely to show a mounting preference for ceramic over
mosaic tiles.
Growth in commercial real estate: The commercial real estate sector is another major demand driver for the
ceramic tiles industry. Commercial construction includes office space, retail store chains, educational
institutions, hotels and hospitals. Within commercial construction, organized retail has been a major demand
driver for ceramic tiles and we expect this trend to continue. The announcement of allowing 100 per cent foreign
direct investment (FDI) in the retailing industry would further boost demand for ceramic tiles, as increased flow
of investments will pave the way for more retail malls to be opened up. The hospitality sector would act as
another demand driver, as sustained rise in demand from tourists, both domestic and international, is likely to
increase supply of branded hotel rooms.
Rising income levels and introduction of innovative tiles: Rising income levels, coupled with innovations
such as digital tiles and 3D tiles, are expected to increase replacement demand for ceramic tiles. Nevertheless,
replacement demand for tiles in India at around 15-20 per cent is much lower, compared to developed countries,
where it accounts for approximately 35-40 per cent of the total demand for ceramic tiles. Increase in innovations
such as digital and 3D tiles are expected to heighten replacement demand for ceramic tiles. CRISIL Research
estimates replacement demand for tiles in India is at around 17-18% of total demand for Fiscal 2019 compared
with 35-40% for developed nations.
Real Estate Regulatory Authority: For decades, Indian home buyers bought the most expensive asset class
without sectoral protection. From Fiscal 2017, implementation of the unprecedented RERA promises to enhance
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sectoral credibility and make it virtually impossible for non-compliant players to bring projects to the market.
This will strengthen the confidence of buyers and drive the prospects of organised players.
Housing for all: During Fiscal 2017, the government provided infrastructure status to the country’s affordable
housing segment – a move expected to transform the prospects of the real estate sector, catalysing demand for
residential housing across the value chain, especially for mid-segments, which cater to the needs of the
aspirational, upwardly mobile section of the Indian population.
Anti-dumping duty: The Finance Ministry has imposed provisional anti-dumping duty of US$0.83-1.87 per sq.
metre on glazed/unglazed porcelain/vitrified tiles in polished or unpolished finish with less than 3% water
absorption in Fiscal 2017. The levy will provide much-needed push to plain tile manufacturers who cater to the
mid and low segments. Imports, accounting for 4-5% of domestic demand, are expected to reduce, helping the
unorganised sector ramp up production and improve utilisation.
GST implementation: The Goods and Services Tax (GST), was implemented in Fiscal 2018, which will
provide a major push to the industry. Removal of multiple taxes such as octroi and other state levies will
streamline the logistics chain, making it efficient and cost-effective. A lower tax rate and better tax rules was
expected to help major players consolidate and provide a level the playing field. Reduction of GST rates to 18%
in November 2017 was welcomed by the industry.
Growth trend
The Indian ceramic tiles industry, after seeing a tepid growth of 2-3 per cent (value terms) from Fiscal 2015 to
2018 (led by poor off-take in real estate sector as well as disruptions like GST and demonetization), saw an
uptick of around 5 per cent in Fiscal 2019. While the first half of Fiscal 2019 did well in terms of demand (on
account of various infrastructure development along with Pradhan Mantri Awas Yojana (PMAY) programme),
second half saw a dip in the overall demand – some of the reasons being liquidity crisis (which had a great
impact on real estate sector) and disruption in production caused by NGT ban.
CRISIL Research expects the ceramic tiles industry to log a moderate 5-6% CAGR in value terms between
Fiscals 2019 and 2024, largely driven by volume growth of 4-5% CAGR over the same period. Realisations are
expected to increase marginally, aided by greater market share of rich value products such as vitrified, glazed
and digital tiles. Growth is expected to be let by the high value GVT and PVT products.
Plywood and laminates
Plywood is a manufactured wood panel made from thin sheets of wood veneer. Being flexible, inexpensive,
workable, reusable, and capable of being locally manufactured, it is one of the most widely used wood products.
Plywood is used instead of plain wood owing to its resistance to cracks, shrinkage, splitting and
twisting/warping, and comparatively higher degree of strength.
A laminate is composed of layers of firmly united material; it is made by bonding layers of paper, wood, or
fabric and compressing them under heat. Lamination is the technique of manufacturing a material in multiple
layers, so that the composite material achieves enhanced strength, stability, appearance or other properties
arising from the use of different materials.
142
Value chain
Organised versus unorganised segments
The plywood and laminates industry is highly fragmented and unorganised with a significant presence of SMEs
owing to low technical and capital intensity, and the regional nature of demand.
Players primarily cater to regional demand, as transporting plywood/laminates over long distances is extremely
expensive and price is the key differentiator. The unorganised sector accounted for 75-80% of the plywood
industry and 60% of the laminates industry in Fiscal 2019.
Organised versus unorganised share – plywood and laminates industry
Source: CRISIL Research, Industry
Macroeconomic factors to drive demand growth
Growth in real estate activity: Translates to increased demand for plywood and laminates
Rise in income levels: Boosts consumption of lifestyle products such as furniture and interiors
Favourable demographics: India has a sizeable youth population, with below-30 average age, leading to high
disposable incomes in the hands of those aspiring for a better lifestyle
Narrower replacement cycles: The replacement cycle for furniture has narrowed to 5-7 years, from 12-15
years a decade ago, thereby increasing demand for plywood and laminates
143
Increase in urbanisation: Expected to generate fresh demand for plywood and laminates
CRISIL Research estimates 8-10% CAGR over the next five Fiscals
CRISIL Research estimates the overall sales of the plywood and laminates industry at ₹ 280-300 billion for
Fiscal 2019. The industry recorded 6-8% CAGR between Fiscals 2014 and 2019 driven by growth in real estate
activity. Factors such as rise in per capita and disposable income, and increase in urbanisation and number of
nuclear families have supported growth. CRISIL Research estimates 8-10% CAGR over the next five Fiscals.
Overview of building materials categories
Ceramic tiles and Plywood and

Plastic pipes Paints
sanitaryware laminates
Industry size in FY19

290-300 470 320-325 280-300
(₹ bn)
Plywood – 20-25%
Share of organised
60-65% 70-75% ~50%
segment Laminates – 40%
Past CAGR (from

April 1, 2014 to March 10-12% 8-10% 3% 6-8%
31, 2019)
Future CAGR (from

April 1, 2019 to March 12-14% 10-12% 5-6% 8-10%
31, 2024)
The table above shows that growth in plastic pipes is expected to be the fastest, driven by various government
initiatives, private sector investments, and other drivers such as increasing substitution and replacement demand.
Moreover, launching of new innovative products to cater to the needs of various end users adds to the
attractiveness of pipes.
COMPETITIVE LANDSCAPE
The organised segment in the pipes and fittings industry accounts for a 60-65% share of the country’s plastic
pipes industry. However, depending on the category, the share of organised players fluctuates accordingly.
Supreme Industries enjoys the largest market share of about 11%, as of Fiscal 2019, followed by Finolex
Industries (9%), and Ashirvad Pipes (9%). The share of Prince Pipes and Fittings increased to 5% in Fiscal 2019
from 4.5% in Fiscal 2016.
144
Market share in Fiscal 2019
Source: CRISIL Research, company
The success of players in the industry depends on:
• Pan-India presence;
• Distribution network;
• Product portfolio;
• End-use sectors they cater to; and
• Presence in the pipes and fittings segment.
Pan-India presence
One of the major factors contributing to the players’ success is the presence of its brands in the regional markets
and across India.
Manufacturing base and distribution network of peer companies in India
Total no. of
Number of
Company Manufacturing base(4) touch
distributors(4)
points(4)
Prince Pipes and Maharashtra, Tamil Nadu, Uttarakhand, Dadra 1,4083 46,171
Fittings(1) and Nagar Haveli, Rajasthan
Supreme Maharashtra, Madhya Pradesh, West Bengal, Uttar 984 N.A.

Industries(2) Pradesh
Finolex Industries(1) Maharashtra, Gujarat 850 18,000
Astral Polytechnik Gujarat, Tamil Nadu, Rajasthan, Maharashtra, 750 28,000

(1)
Uttarakhand
145
Total no. of
Number of
Company Manufacturing base(4) touch
distributors(4)
points(4)
Jain Irrigation(1) Maharashtra, Gujarat, Tamil Nadu, Rajasthan, N.A. 11,000

Andhra Pradesh
Ashirvad Pipes(1) Karnataka, Rajasthan 1,100 36,000
N.A. – Not Available

Notes:
(3) Including 212 distributors of “Trubore”.
Source: Company website and reports
While most players have established positions in the western region, Supreme Industries and Prince Pipes and
Fittings have spread their manufacturing base in other regions. Continuous efforts by organised players to
increase channel partners and widen distribution networks are key in providing a competitive edge and in
catering to the needs of the underpenetrated market. Moreover, organised players, particularly in the SWR (soil,
waste and rain) segment are being able to cater to unserved demand from players who are financially stressed.
Product diversification in the pipe segment
Prince
Ashirvad Astral Finolex Supreme Pipes Jain
Product
Pipes Polytechnik Industries Industries and Irrigation
Fittings
PVC pipes ✔ ✔ ✔ ✔ ✔ ✔
CPVC pipes ✔ ✔ ✔ ✔ ✔ ✔
HDPE pipes × ✔ × ✔ ✔ ✔
PPR pipes × × × ✔ ✔ ✔
Source: Company website, CRISIL Research.
As seen above, currently, most players are present in the UPVC segment. However, emphasis on high-value
products, such as CPVC and HDPE, has seen them gaining market shares. HDPE and CPVC pipes demand
higher premium and, therefore, players are increasing focus in these segments, due to the huge growth potential.
Presence in the fittings market and exposure to diversified end-user sectors
The fittings segment typically earns higher margins due to the specialised nature and precision required versus
the pipes segment. Consequently, many branded players have been intensifying their focus to expand their
fittings capacity to cater to high demand in this segment. Prince Pipes and Fittings has also been focusing on
increasing its fittings presence, due to high demand in this segment. Similarly, the ability to meet the
requirements of various end-user segments, such as irrigation, housing and sewerage, provides a competitive
advantage to the players. Players such as Prince Pipes and Supreme Industries maintain a strong position with
regards to the same.
Financial parameters
Prince Jain
Supreme Finolex Astral Ashirvad
Pipes and Irrigation
Industries Industries Polytechnik Pipes Pvt.
Fittings Systems
Ltd.(1) Ltd.(1) Ltd.(1) Ltd.
Limited Ltd.(1) (2)
146
Prince Jain
Supreme Finolex Astral Ashirvad
Pipes and Irrigation
Industries Industries Polytechnik Pipes Pvt.
Fittings Systems
Ltd.(1) Ltd.(1) Ltd.(1) Ltd.
Limited Ltd.(1) (2)
Year Unit FY19 FY19 FY19 FY19 FY19 FY19
Operating ₹ mn 15,719 56,081 30,868 19,175 44,885 26,728

Income
Share of plastic % 100.0 56.5 83.4 100.0 48.6 100.0

pipes
OPM % 12.2 14.4 19.5 16.1 16.3 18.8
RoCE % 22.6 32.7 20 20.5 9.7 33.8
ROE % 20.5 25.0 13.2 13.8 5.06 23.7
NPM % 5.2 8.2 11.3 7.4 5.2 10.7
Sales growth % 19.0 11.8 13.3 18.9 15.6 25.7
NP growth % 11.7 12.5 17.1 18.8 19.3 101.6
Notes:
(1) The above financials are on a standalone basis.
(2) For Jain Irrigation, segmental revenue as reported under the segment ‘plastic division’, and not only pipes
Source: company reports, CRISIL Research
Revenue growth
The overall plastic pipes industry grew about 9-9.5% during Fiscal 2019 to ₹ 290-300 billion, Prince Pipes,
Astral Polytechnik, and Supreme Industries reported the highest sales growth of 19%, 19% and 16.3%,
respectively.
Segmental revenue (plastic pipes)
(₹ million) FY19 FY18 FY17 FY16 FY15
15,719 13,205 12,626 10,090 9,572

Prince Pipes and Fittings
19.0 5.5 25.1 5.4 -4.9
Revenue growth (%)
31,728 27,285 24,670 16,298 22,663
Supreme Industries(1)
16.3 -17.1
Revenue growth (%)(2) 13.5 -4.1 4
25,748 23,288 22,169 20,305 16,395
Finolex Industries(3)
10.6 5.1 9.2 23.8 4.9
Revenue growth (%)
19,175 16,109 14,767 13,180 12,526
Astral Polytechnik(4)
19.0 9.0 12 5.2 16.8
Revenue growth (%)
26,728 24,299 20,287 16,141 14,002
Ashirvad Pipes
147
(₹ million) FY19 FY18 FY17 FY16 FY15
10.0 19.8 15.3 23.5

Revenue growth (%) 25.7
21838 19,688 16,445 15,329 13,819
Jain Irrigation(5)
10.9 19.7 7.3
Revenue growth (%) 10.9 -7.3
Notes:
(1) Figures reported under ‘Plastic piping products’ from the consolidated financials of Supreme Industries
(2) For FY15, the year-end for Supreme Industries was June 2015. Hence, revenue for FY16 is only for
nine months, i.e., July 2015 to March 2016. Accordingly, sales growth and net profit growth for FY16
and FY17 is calculated by annualising revenue
(3) Figures reported under ‘PVC Pipes and Fittings’ from standalone financials of Finolex Industries
(4) Figures taken from standalone financials of Astral Polytechnik
(5) Figures reported under ‘Plastic division’ from the consolidated financials, and not only pipes. As taken
from Annual report 2019 of Jain Irrigation Systems
(6) Mar-18 figures for many players are net of GST and thus y-o-y growth in FY18 may not be comparable
Increasing focus on high-margin products and improving efficiency to help expand margins
Factors such as well-established brand presence, improving operating efficiency, expanding reach and
distribution network (and thereby managing selling and distribution expenses) helps determine the profitability
of the players. Moreover, raw material cost accounts for 65-70% of operating income. PE, PP and PVC are the
key raw materials used, prices of which are dependent on crude oil prices. Therefore, management of raw
material cost is also important. Organised players are able to better manage their cost components versus
unorganised players and have greater ability to pass on the increase in raw material costs. Consequently,
operating margins typically vary between 10% and 15%. In our sample set, Astral Polytechnik posted the
highest EBIT margin of 12.8% in Fiscal 2019. This was followed by Jain Irrigation, which posted an EBIT
margin of 10.8% in Fiscal 2018. The expansion in margins can be attributed to the rising focus on high-value
products, as well as presence in the fittings segment, where the margins are typically higher.
Segmental EBIT margins (plastic pipes)
(%) FY19 FY18 FY17 FY16
Prince Pipes and Fittings 9.3 9.5 10.4 6.9

Supreme Industries(2) 9.86 11.5 13.6 10.3
Finolex Industries 7.1 5.8 8 8.8
Astral Polytechnik 12.8 11.8 11.2 9.9
Ashirvad Pipes 16 18.1 17.4 12.4
Jain Irrigation(3) 10.8 10.2 8.4 8.6
Notes:
1. The above financials are on a standalone basis.
2. For FY15, the year-end for Supreme Industries was June 2015.
3. For Jain Irrigation, the figures relate to its plastic division, and not only pipes.
Source: Company reports, CRISIL Research
Overall company-level EBITDA margins
(%) FY19 FY18 FY17 FY16
Prince Pipes and Fittings 12.2 12.3 12.9 9.7

Supreme Industries(1) 14.4 15.8 17.1 15.6
Finolex Industries(1) 19.5 17.5 18.7 13.4
Astral Polytechnik(1) 16.1 15.2 14.4 12.7
Ashirvad Pipes 18.8 20.6 19.8 15
Jain Irrigation(1) 16.3 15.7 15.9 16
Note:
148
1. The above financials are on a standalone basis
Source: Company reports, CRISIL Research
The companies in the sample set enjoy a healthy return on capital employed (RoCE) and return on equity (RoE)
ratios. During Fiscal 2019, the RoCE of Ashirvad pipes was the highest at 33.8%, followed by Supreme
Industries at 32.7%. Further, in Fiscal 2018, Prince Pipes and Fittings posted the highest RoE of 26.4%,
followed by Supreme Industries Ltd’s 24.9%.
RoCE (%) FY19 FY18 FY17 FY16 FY15
Prince Pipes and Fittings 22.6 20.8 24.8 14.8 11.2

Supreme Industries(1)(2) 32.7 31 35 30.1 35.7
Finolex Industries(1) 20 16.7 24.1 24.3 7.0
Astral Polytechnik(1) 20.5 18.6 17.8 15.5 19.1
Ashirvad Pipes 33.8 34.9 37 22.7 29.4
Jain Irrigation(1) 9.7 8.8 8.2 8.1 7.5
Notes:
2. For FY15, the year-end for Supreme Industries was June 2015. Accordingly, ROCE for FY16 is annualised.
3. Calculated as EBIT/Average capital employed, wherein Capital employed = Net worth + Total Debt.
RoE (%) FY19 FY18 FY17 FY16 FY15
Prince Pipes and Fittings 20.5 26.4 30.7 17.4 10.7

Supreme Industries(1)(2) 25.0 25.1 27.6 24.5 28.8
Finolex Industries(1) 13.2 11.8 18.3 21.6 6.1
Astral Polytechnik(1) 13.8 13.3 13.6 10.8 14.8
Ashirvad Pipes 23.7 31.5 35.2 22.2 31.7
Jain Irrigation(1) 5.06 6.3 3.9 1.9 2.1
Notes:
2. For FY15, the year-end for Supreme Industries was June 2015. Accordingly, ROE for FY16 is annualised.
3. Calculated as PAT/Average net worth.
Source: company reports, CRISIL Research.
149
OUR BUSINESS
segment.
forwarding agents.
Our revenue from operations for Fiscals 2017, 2018 and 2019 was ₹ 13,300.15 million, ₹ 13,205.45 million and
₹ 15,718.69 million, respectively, representing a CAGR of 8.71%. Our revenue from operations for the three-
month period ended June 30, 2019 was ₹ 3,797.66 million. Our profit before tax for Fiscals 2017, 2018 and
2019 was ₹ 959.08 million, ₹ 951.67 million and ₹ 1,114.68 million, respectively, representing a CAGR of
7.81%. Our profit before tax for the three-month period ended June 30, 2019 was ₹ 339.31 million. Our profit
for the year for Fiscals 2017, 2018 and 2019 was ₹ 741.82 million, ₹ 727.66 million, ₹ 833.51 million,
respectively, representing a CAGR of 6.00%. Our profit for the period for the three-month period ended June
30, 2019 was ₹ 266.69 million.
STRENGTHS
Strong brands in the pipes and fittings segment with over 30 years’ experience and multiple industry awards
and accolades
We have a strong legacy of more than three decades in the polymer pipes segment. We market our products
under two brand names: Prince Piping Systems and Trubore. We believe that consumers have a strong loyalty to
both our brands, which has enabled us to consistently grow our brands. We acquired the Trubore brand in
October 2012.
We have an advantage of being one of the leading organised players in this highly fragmented market. We had a
market share of approximately 5% in Fiscal 2019 and are amongst the top six organised players, which
collectively have a total market share of 49% in Fiscal 2019. (Source: CRISIL Research Report).
The fittings segment typically earns higher margins due to the specialised nature and precision required vis-à-vis
the pipes segment. (Source: CRISIL Research Report). We believe our strong brands enable us to increase our
presence in the fittings segment.
150
We have been the recipient of numerous awards, including:
• Economic Times Polymers Award (Excellence in Plastics) for excellence in building and construction
(plumbing) in the large enterprises’ category – 2017;
• Outstanding Contribution to the Plumbing Industry – awarded by the Brihanmumbai Licensed
Plumbers’ Association – 2015; and
• Indian Manufacturing Excellence Award (Silver Certificate of Merit) by Frost & Sullivan – 2015.
Comprehensive product portfolio across polymers serving diverse end-use applications
Owing to our comprehensive product portfolio, we are positioned not just as a pipe manufacturer but also as an
end-to-end piping systems supplier. We currently manufacture polymer pipes using four different polymers:
UPVC; CPVC; PPR; and HDPE, and fittings using three different polymers: UPVC; CPVC; and PPR.
We have different SKUs for different products under each polymer type. We had 7,167 SKUs as at October 31,
2019. Our products are used for varied applications in the fields of plumbing, irrigation, and SWR management.
We have a product development team, which is responsible for introducing new products and variations of
existing products. Our product development team regularly interacts with the plumbing consultants and
contractors to understand the demand for new products and variations of existing products.
Strategically located manufacturing facilities with a core focus on quality
Due to the size of pipes, an important factor in their cost is transportation costs. Therefore, it is a competitive
advantage to manufacture pipes as close as possible to the ultimate consumers.
We have established six manufacturing facilities, which are in: Athal (Union Territory of Dadra and Nagar
Kolhapur (Maharashtra) and Jobner (Rajasthan). We use five contract manufacturers, of which two are in
Aurangabad (Maharashtra), one is in Guntur (Andhra Pradesh), one is in Balasore (Odisha) and one is in Hajipur
(Bihar).
Our multi-location facilities have assisted in market penetration and developing a strong presence in North,
West and South India. For Fiscal 2019, our sales in North, South, West and East India represented 38.57%,
26.93%, 23.54% and 10.96% of our revenue from operations, respectively. For the three-month period ended
June 30, 2019, our sales in North, South, West and East India represented 34.84%, 26.71%, 22.80% and 15.65%
of our revenue from operations, respectively.
One of the major factors contributing to a player’s success is the presence of its brands in regional markets and
across India. (Source: CRISIL Research Report). Our manufacturing presence as compared to our competitors is
shown in the table below.
Company Manufacturing base(3)

Our Company(1) Maharashtra, Tamil Nadu, Uttarakhand, Dadra and Nagar Haveli, Rajasthan
Supreme Industries(2) Maharashtra, Madhya Pradesh, West Bengal, Uttar Pradesh
Finolex Industries(1) Maharashtra, Gujarat
Astral Polytechnik (1) Gujarat, Tamil Nadu, Rajasthan, Maharashtra, Uttarakhand
Jain Irrigation(1) Maharashtra, Gujarat, Tamil Nadu, Rajasthan, Andhra Pradesh
Ashirvad Pipes(1) Karnataka, Rajasthan
Note:
We have an ISO 9001:2008 certified manufacturing process for each of our plants, except for our Kolhapur and
Rajasthan plants. We have an ISO 14001:2015 certification for our Haridwar, Dadra and Chennai plants and an
EMS certification ISO 50001:2011 (relating to energy efficiency) for our Chennai, Athal, Dadra, Kolhapur and
Haridwar plants. We have checks and testing systems in place, from the procurement of raw material to the
manufactured product, for ensuring the quality of our products.
151
Large and growing distribution network
and plumbers. We sell our Trubore products directly to wholesalers and retailers. We have a pan-India network
of distributors for our Prince Piping Systems products and a network of wholesalers and retailers for our
Trubore brand products in South India. As at March 31, 2017, 2018 and 2019 and October 31, 2019, we had
766, 955, 1,253 and 1,408 distributors and wholesalers and retailers buying directly from us, respectively, which
represented an 83.81% increase from March 31, 2017 to October 31, 2019. Set forth below is a map showing
our distribution network as at October 31, 2019.
Our technical collaboration with a reputed international player for almost the last five years, which has
helped us to improve the quality of our products and our manufacturing efficiency
Since January 2015, Wavin Overseas B.V. (“Wavin”), a company headquartered in Zwolle in The Netherlands,
has been providing us with the technology and know-how in the manufacture of our products to improve the
quality thereof and to improve manufacturing efficiency. Pursuant to an agreement that expires on January 1,
2020, Wavin provides us with, among other things, (a) advice relating to management systems, such as quality
control systems, costing systems and e-business, (b) product know-how, such as products design and jointing
techniques; and (c) production technology, such as choice, formulations and quality requirements for raw
materials, preparation technology and equipment, extrusion technology and equipment, injection moulding
technology and equipment, and fabricated fittings technology and equipment. Wavin has a direct presence in
over 25 countries with some 30 manufacturing sites, and is dedicated to supplying a range of plastic pipe
systems for building and infrastructure projects, and licensing of know-how and intellectual property rights
(Source: https://www.wavin.com/en-en/About accessed September 21, 2018).
152
a gazette notification dated September 12, 2019, issued draft rules regarding the phasing out of lead stabilizers.
We are still in the transition phase of replacing lead stabilizers with tin-based compounds in the manufacturing
of our PVC pipes and fittings. The average number of breakdowns per week (availability) at our Dadra plant has
decreased from 50 for Fiscal 2016 to 11 for the six months ended September 30, 2019 and the Dadra plant’s
overall equipment efficiency has increased from 76.1% for Fiscal 2016 to 84.4% for the six months ended
September 30, 2019. See the table below for more details.

Fiscal Fiscal Fiscal Fiscal Six months Fiscal Fiscal Fiscal Fiscal Six months
2016 2017 2018 2019 ended 2016 2017 2018 2019 ended
September September
30, 2019 30, 2019
Average 40 28 27 21 23 50 37 11 8 11
number of
breakdown
s per week
(availabilit
y)
Overall 86.5 86.8 91.1 91.2 85.4 76.1 80.3 86.0 84.5 84.4
equipment
efficiency
(%)(1)
Note:
manufacture of our products Wavin has already provided to us for almost five years,
Strong management team
We have a strong management team led by Jayant Shamji Chheda, our Chairman and Managing Director and
one of our Promoters, who has more than three decades’ experience in the pipes segment. He was awarded the
Lifetime Achievement Award at the Vinyl India Conference in 2014 for his extensive contribution to the piping
industry and the society. Parag Jayant Chheda, one of our executive Directors and one of our Promoters, has
more than two decades’ experience in the pipes and fittings segment. He was the recipient of the Inspiring
Business Leader Award at the Economic Times Summit in the ‘Business and Industry’ category. Vipul Jayant
Chheda, one of our executive Directors and one of our Promoters, has more than two decades’ experience in the
pipes and fittings segment. Shyam Kishanchand Sharda, our Chief Financial Officer, is a Chartered Accountant
and has approximately two decades’ experience in accounting, finance, and taxation.
We have a strong team of professionals to manage the core functional areas such as finance, procurement,
manufacturing, logistics, sales and marketing, human resources, and information technology.
153
STRATEGIES
Continue to optimize our product mix to improve margins
We will continue to actively manage our product mix at each of our plants to ensure we are maximizing our
profit margins. Our CPVC, PPR and HDPE products have higher margins than our UPVC products and our
plumbing products have a higher margin than our other products. Our fittings have higher margins than our
pipes and we endeavour to optimize our mix of pipes and fittings to maximize our margins.
Increase our sales of DWC pipes
Until the fourth quarter of Fiscal 2018, our focus for our Prince Pipes Systems brand was on products for
application above ground, namely, plumbing, irrigation, and sewage disposal. We conducted a pan-India survey
through an independent agency to estimate the potential demand of pipes for water supply and sanitation over
the four-year period ending March 31, 2021, and based on the various government initiatives and the outcome of
the market survey, we decided to enter into this segment with DWC pipes. In the fourth quarter of Fiscal 2017,
we expanded the reach of our products for application in underground drainage by entering the HDPE segment
with DWC pipes when our Haridwar plant began producing DWC pipes with one machine that has an installed
capacity of 8,820 tonnes per annum. We have subsequently installed two machines to produce DWC pipes in
our Chennai plant; one in July 2018 with an installed capacity of 8,820 tonnes per annum (as at October 31,
2019), and another in October 2018 with an installed capacity of 5,544 tonnes per annum (as at October 31,
2019). In addition, in October 2018 we installed a machine for manufacturing DWC pipes that has an installed
capacity of 13,440 tonnes per annum in our Dadra plant. Our contract manufacturer in Aurangabad
(Maharashtra) began production of DWC pipes for us in June 2018 using a machine owned by us that has an
installed capacity of 5,544 tonnes per annum (as at October 31, 2019). For Fiscals 2018 and 2019 and the three-
month period ended June 30, 2019, our Net Revenue from Sale of Products from sales of DWC pipes was ₹
26.96 million, ₹ 467.06 million and ₹ 76.20 million, respectively, which represented 0.21%, 2.99% and 2.01%
of our Net Revenue from Sale of Products for those periods, respectively. We believe our increased installed
capacity for manufacturing DWC pipes will enable us to increase our sales of DWC pipes.
DWC pipes are pipes with full circular dual-wall cross-section, with an outer corrugated pipe wall and a smooth
inner surface. DWC pipes are used in the irrigation sector, sewerage and drainage, city-gas distribution and in
chemical and processing industries. HDPE pipes account for approximately 15% share in the total plastic pipes
industry. These pipes have been gaining prominence over traditional metal and cement pipes, due to durability,
low maintenance and longevity versus metal pipes. Government schemes, such as PMKSY, are expected by
CRISIL Research to lend support to the segment. Consequently, CRISIL Research expects this segment to
witness robust growth of 12-13% CAGR over the next five fiscal years (i.e., from April 1, 2019, to March 31,
2024).
Increase sales of our Prince Piping Systems products by reaching out to more retailers and expanding our
distribution network both in new areas as well as in areas where we already have a strong presence
We plan to increase sales of our Prince Piping Systems products by increasing the number of retailers who stock
our products. We plan to expand the sale of our Prince Piping Systems products into cities where our products
are not currently sold as well as consolidating our position in areas where we already have a strong presence.
Our strategy is to focus on increasing the width and depth of our distribution network by increasing the number
of distributors, and the frequency and quantity of our products purchased by retailers through our distributors.
Our salespersons meet with prospective distributors and retailers who do not currently stock our products to
encourage them to do so. As we do not sell our products directly to retailers, we connect each new retailer that
wants to sell our products to one of our existing distributors. Our salespersons also meet with distributors in
areas where we do not have a distributor to encourage them to stock our products.
Set up a new manufacturing plant in Telangana and expand capacity at our plant in Rajasthan
The opening of this new plant will improve our efficiency thus making us more competitive. Currently, our
markets in South India are catered to by our plants in Athal and Haridwar. The opening of the Telangana plant
will enable up to compete in these markets more effectively. For more details on this proposed new plant, see
154
“−Manufacturing−Proposed New Plant” on page 158.
We recently set up a new manufacturing plant in Jobner (Rajasthan), from which we began sales to third parties
in September 2019. The plant’s installed capacity was 6,221 tonnes per annum as at October 31, 2019. The plant
has been constructed so that the installed capacity can be increased to up to 40,621 tonnes per annum based on
machines currently available in the market. We plan to increase the plant’s installed capacity to 17,021 tonnes
per annum by December 31, 2019 and to 20,909 tonnes per annum by the end of Fiscal 2020. We plan to further
increase the plant’s installed capacity based on market demand for our products. For more details on the plant,
see “–Manufacturing” on page 157.
Expand the Trubore brand to new geographies
We acquired the Trubore brand in October 2012 and it is now our premium brand. Trubore brand products are
currently sold in South India, primarily in Tamil Nadu. We plan to increase sales of our Trubore brand products
by increasing our marketing efforts and the number of wholesalers and retailers for our Trubore brand products.
We plan expand the presence of our Trubore brand initially in all other states in South India and then gradually
expand in North, East and West India, thereby making our Trubore brand a pan-India brand in the next three or
four years.
Brand building through major marketing initiatives
We plan to increase awareness of our brands through major marketing initiatives. For example, in November
2016, in an endeavour to differentiate our Prince Piping Systems brand from other brands, we launched a loyalty
program called ‘Prince Udaan’ to connect with and reward our distributors, retailers, wholesalers, and plumbers.
Under this loyalty program, buyers of Prince Piping Systems’ products who are enrolled in the loyalty program
receive reward points on every purchase and they can then redeem the points against a number of gifts available.
This loyalty program is currently operational in North India (except Madhya Pradesh), West India, South India,
East India (only in Bihar, Jharkhand and West Bengal). We are in the process of rolling it out to other areas
across India. For more details on this loyalty program, see “-Sales and Marketing” on page 161.
We plan to spend the majority of our below the line advertising budget on activities such as meetings with
dealers, meetings with retailers, architects and consultants for informing them about our new products, meetings
with plumbers to educate them about our products, meetings with consultants who specify brands for
construction projects, giving away branded estimation/pocket pads and other branded gifts as sales promotion
items, undertaking branding activities in rural areas and Tier II and Tier III towns, media event sponsorship and
exhibiting our products at trade shows and exhibitions. We plan to spend the majority of our above the line
advertising budget on television commercials, outdoor hoardings and wall paintings and transit media
advertisement on trains, buses, autos, and magazines advertisements. We also plan to increase the visibility of
our Prince Piping Systems’ products and brand by leveraging our celebrity brand ambassador for Prince Piping
Systems through exposure across various touchpoints. For more details, see “- Sales and Marketing – Brand
Development and Media Strategy” on page 161.
PRODUCTS
We sell our products under two brand names: Prince Piping Systems and Trubore. Due to our comprehensive
product range, we are positioned as an end-to-end polymer piping systems solution provider. We currently
manufacture polymer pipes using four different polymers: UPVC; CPVC; PPR; and HDPE, and fittings using
three different polymers: UPVC; CPVC; and PPR. As at October 31, 2019, we had a product range of 7,167
SKUs. We currently manufacture polymer pipes and fittings for applications in plumbing, irrigation, and SWR
management. Set forth below are charts showing the percentage of our Net Revenue from Sale of Products by
type of polymer and by end-use for each of Fiscals 2017, 2018 and 2019 and the three-month period ended June
30, 2019.
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Below is a table summarizing the products we sell under the Prince Piping Systems brand and the Trubore
brand:
End Use Polymer Products Brand

Plumbing UPVC RAINFIT – roof-water collection and disposal. Prince Piping Systems
EASYFIT – plumbing systems for easy installation.
UPVC Plumbing Systems – user-friendly for indoor and Trubore
outdoor use in hot and cold water applications, in
residential complexes and commercial buildings, public
utilities and swimming pools, RO and DM water plants,
and for concealed, down take and terrace looping.
CPVC SMARTFIT – hot and cold plumbing systems. Prince Piping Systems
CPVC Plumbing Systems – all-weather plumbing Trubore
systems for indoor and outdoor use in hot and cold water
applications (from 0 C to 93 C only), in residential and
commercial buildings, public utilities, swimming pools
and industrial applications, RO and DM water plants,
and for concealed, down take and terrace looping.
PPR GREENFIT – for use in commercial buildings and Prince Piping Systems
industrial applications.
Irrigation UPVC SAFEFIT – borewell systems for groundwater extraction Prince Piping Systems
complement the irrigation piping systems.
AQUAFIT – pressure and non-pressure piping systems
for use in the agricultural sector.
UPVC Agri Pressure and Non-Pressure Piping Systems – use in Trubore
agricultural sector for water supply and distribution
schemes, and irrigation; other uses – drinking water
supply and distribution, cable ducting, ventilation pipe
lines and slurry lines.
UPVC Borewell Piping Systems – for safe extraction of ground
water in farms and fields, and for connections to
residential and commercial building, public places, etc.
SWR management UPVC ULTRAFIT – Soil, waste and rain water (SWR) systems Prince Piping Systems
with world-class seals.
SILENTFIT – low-noise SWR piping systems.
FOAMFIT – underground drainage pipes with solid
PVC inner and outer layer to prevent disfiguration under
heavy underground loads.
DRAINFIT – conventional underground UPVC drainage
pipes.
UPVC Underground Drainage Pipes – underground Trubore
drainage systems.
Others DURAFIT – durable manhole and chamber covers. Prince Piping Systems
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End Use Polymer Products Brand
UPVC SWR Piping Systems – for inside and outside building Trubore
drainage systems including ventilation, rain water
discharge and harvesting for residential
buildings/complexes and commercial, and for
application in industrial buildings and public utilities.
HPDE CORFIT – DWC pipes for sewage disposal. Prince Piping Systems
MANUFACTURING
Polymer pipes are manufactured using extrusion machines and fittings are manufactured using injection
moulding machines.
We currently own six manufacturing plants and use five contract manufacturers.
The total installed capacity of our six existing plants is 241,211 tonnes per annum as at October 31, 2019. Set
forth below is a table summarizing each of the manufacturing plants that we currently operate.
Parameter Haridwar Dadra Plant Chennai Kolhapur Athal Plant Rajasthan

Plant Plant Plant Plant
Installed 77,588 59,232 62,143 20,045 15,982 6,221
capacity as at
October 31,
2019 (tonnes)
(approx.
p.a.)(1)
Production 60,383 44,989 46,518 15,334 13,555 4,759
capacity as at
October 31,
2019 (tonnes)
(approx.
p.a.)(1)
Year of
establishment 2008 2000 2012(2) 2012(2) 1995 2019(3)
Pipes and
Products fittings Pipes Pipes Pipes Fittings Pipes
Area of land 67,630 71,569 35,402 14,300 19,905 68,796
on which plant
is located (m2)
Owned/leased Owned Owned Owned Owned Owned Owned
Notes:
1. The production capacity varies with changes in size of the product produced, mould change and pressure requirements.
2. We acquired this plant in 2012.
3. The factory license is dated July 1, 2019. We began dispatching products to third parties from this plant on September 29, 2019.
The plant has been constructed so that the installed capacity can be increased to up to 40,621 tonnes per annum based on
machines currently available in the market. We plan to increase the plant’s installed capacity to 17,021 tonnes per annum by
December 31, 2019 and to 20,909 tonnes per annum by the end of Fiscal 2020. We plan to further increase the plant’s installed
capacity based on market demand for our products.
The plants get electricity from the local electricity board and sufficient power back-up is available, if required.
There are DG sets for power back-up at four of the plants: Chennai; Haridwar, Athal and Kolhapur. We obtain
the water to operate the plants from borewells and from water facilities through local bodies.
The table below sets forth the total annual installed capacity and the total annual production capacity of the
above plants as at the dates indicated below and the total capacity utilisation for each of the Fiscals 2017, 2018
and 2019 and the seven months ended October 31, 2019.
As at As at As at As at
March 31, 2017 March 31, 2018 March 31, 2019 October 31, 2019
Total installed capacity in tonnes 179,849 230,900 231,775 241,211
per annum
Total production as a percentage of 53.14(1) 45.10(2) 50.71(3) 53.52(4)
total installed annual capacity
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March 31, 2017 March 31, 2018 March 31, 2019 October 31, 2019
Total annual production capacity 142,985 177,691 178,306 185,539
in tonnes per annum
Total production as a percentage of 66.84(1) 58.60(2) 65.92(3) 69.58(4)
total annual production capacity
Notes:
(1) For Fiscal 2017.
(4) For the seven months ended October 31, 2019. The percentage has been annualised.
Our UPVC pipes are also manufactured by four contract manufacturers, namely: (i) Shree Chintamani
Multilayer in Aurangabad (Maharashtra), (ii) Shree Tel-Fab Industries Pvt. Ltd. in Hajipur, Vaishali District
(Bihar), (iii) Swetha PVC Industries in Guntur (Andhra Pradesh) and (iv) Ohm Pipes in Balasore (Odisha).
Shree Chintamani Multilayer has been manufacturing our UPVC pipes since July 2014, Shree Tel-Fab
Industries Pvt. Ltd. has been manufacturing our UPVC pipes since September 2014, Swetha PVC Industries has
been manufacturing our UPVC pipes since July 2019 and Ohm Pipes has been manufacturing our UPVC pipes
since October 2019. Shree Prabhu Petrochemical’s Pvt. Ltd. in Aurangabad (Maharashtra) began manufacturing
DWC pipes for us in June 2018 using a machine for manufacturing DWC pipes that we purchased and installed
in its facility. For Fiscals 2017, 2018 and 2019 and the three-month period ended June 30, 2019, our Net
Revenue from Sale of Products from pipes produced by contract manufacturers represented 2.60%, 3.70%,
5.00% and 11.40% of our total Net Revenue from Sale of Products, respectively, and the pipes produced by
contract manufacturers for us represented 4.94%, 6.19%, 6.04% and 6.92% of our total production (our own
production and the production of contract manufacturers for us), respectively.
We utilize the services of four contract manufacturers to produce UPVC pipes and one contract manufacturer to
produce DWC pipes for us. We have entered into agreements with each of Shree Chintamani Multilayer, Shree
Tel-Fab Industries Pvt. Ltd., Shree Prabhu Petrochemical’s Pvt. Ltd., Swetha PVC Industries Guntur and Ohm
Pipes, which are renewable for further periods of one year on the mutual consent of the parties. Each agreement
may be terminated by either party giving 60 days prior written notice to the other party. We supply all five
contract manufacturers with the raw materials and they charge us an agreed amount per kilo to manufacture the
pipes. One of our employees is stationed at each plant to check that our quality standards are maintained.
Proposed New Plant
As noted in “–Strategies” above, we plan to set up a new manufacturing plant in Sangareddy (Telangana). Set
forth below is a table summarizing this proposed new manufacturing plant:
Parameter Telangana Plant

Forecast installed capacity in tonnes per annum (approx.) 51,943
Number of machines 58
Products UPVC pipes, CPVC pipes, DWC pipes, UPVC
fittings, CPVC fittings
Area of land 183,241 m2 (45 acres 11 guntas)
Area of land on which plant is to be located 99,390 m2 (23 acres)
Planned commencement of operations Fiscal 2021
Owned/leased Owned
Estimated total cost (including the cost of land) ₹ 1,961.01 million
The estimated total cost for the setting up of the plant in Telangana is ₹ 1,961.01 million, out of which we have
already paid ₹ 121.01 million for the land, including registration cost, stamp duty and other expenses. We plan
to use ₹ 1,840.00 million of the Net Proceeds towards setting up the new plant in Telangana. For further details,
see “Objects of the Offer – Financing the project cost towards establishment of a new manufacturing facility” on
page 101.
The estimated total cost for the new Telangana plant is based on quotations received from vendors, as well as
internal management estimates. The project has not been appraised by any bank or financial institution. We have
not yet entered into any contracts for the construction of the plant and purchase, installation and commissioning
of the plant and machinery. As a consequence of any increased costs, the actual costs to set up this new plant
may be higher than our management’s estimates.
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We are yet to obtain certain consents and acknowledgements from various regulatory authorities in relation to
setting up and operation of our proposed new Telangana plant. For details, see “Government and other
Approvals” on page 349.
QUALITY ASSURANCE
Our manufacturing facilities are ISO 9001:2008 certified, except for our Kolhapur and Rajasthan plants. We
have obtained a certificate from UL DQS Inc. (a member of the International Certification Network) confirming
that we have implemented and maintained a Quality Management System, compliant with ISO 9001:2008
standards. We have an ISO 14001:2015 certification for our Haridwar, Dadra and Chennai plants and an EMS
certification ISO 50001:2011 (relating to energy efficiency) for our Chennai, Athal, Dadra, Kolhapur and
Haridwar plants.
We use techniques such as Kaizen, which refers to activities that continuously improve all functions and involve
all employees from the top management to the production line workers. Total quality management helps us to
ensure our products are of high quality and comply with applicable standards. We have checks and testing
systems in place, from the procurement of raw material to the manufactured product, for ensuring the quality of
our products. Additionally, we track multiple parameters, such as mean time between complaints, error
repetition rate, customer complaint hit rate, cost of poor quality and percentage of wastage, so that we can take
correctional measures to ensure the quality of our products.
We have certification marks licenses from the Bureau of Indian Standards (“BIS”) for our range of Prince
Piping System products that adhere to IS standards. The table below shows our Prince Piping Systems products
and the standards they adhere to.
Prince Piping Systems Product Standard

SMARTFIT pipes IS:15778
GREENFIT pipes IS:15801
ULTRAFIT pipes IS:13592
ULTRAFIT fittings IS:14735
FOAMFIT pipes IS:16098
DRAINFIT pipes IS:15328
AQUAFIT pipes IS:4985
AQUAFIT fittings IS:7834
SAFEFIT pipes IS:12818
CORFIT DWC pipes IS 16098 (Part-2)
Our SILENTFIT pipes are certified by Fraunhofer IBP, Germany.
Our Trubore brand products adhere to IS, ASTM and other quality standards. The table below shows our
Trubore brand products and the standards they adhere to:
Trubore Brand Product Standard

All-weather CPVC Plumbing Systems pipes IS:15778
Agri Pressure and Non-Pressure Piping Systems pipes IS:4985
Agri Pressure and Non-Pressure Piping Systems fittings IS:7834
UPVC Underground Drainage pipes IS:15328
SWR Piping Systems pipes IS:13592
SWR Piping Systems fittings IS:14735
Dinlock seals EN1989
Borewell Piping Systems pipes IS:12818
RAW MATERIALS
We currently use UPVC, CPVC, PPR, and HDPE resins to manufacture our products, prices of which are
dependent on crude oil price movements, as well as other factors such as changes in the global demand supply
scenario and import-export regulations. The price we pay in Rupees for our raw materials is also affected by
changes in the exchange rate between the Rupee and the U.S. dollar. India currently relies completely on
imports to meet its CPVC requirements. (Source: CRISIL Research Report).
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We have not entered into any long-term supply agreements for any of our raw materials. We procure our raw
materials from the domestic market and from foreign companies.
TECHNICAL COLLABORATIONS
We aim to use latest technology and know-how to produce quality products. We have entered into a technology
license agreement with Wavin dated December 10, 2014, which came into force on January 1, 2015 for a period
of five years and expires on January 1, 2020. Wavin owns certain know-how with respect to the production of
polymer pipes and fittings and we have entered into this collaboration to incorporate and use the latest
technology and know-how in the manufacture of our products, to improve the quality of our products and the
efficiency of the manufacture of our products as well as their sales. Wavin provides us with, among other things,
(a) advice relating to management systems, such as quality control systems, costing systems and e-business: (b)
product know-how, such as products design and jointing techniques; and (c) production technology, such as
choice, formulations and quality requirements for raw materials, preparation technology and equipment,
extrusion technology and equipment, injection moulding technology and equipment and fabricated fittings
technology and equipment.
a gazette notification dated September 12, 2019, issued the draft Lead Stabilizer in Polyvinyl Chloride (PVC)
Pipes and Fittings, Rules, 2019, regarding the phasing out of lead stabilizers. We are still in the transition phase
of replacing lead stabilizers with tin-based compounds in the manufacturing of our PVC pipes and fittings. The
average number of breakdowns per week (availability) at our Dadra plant has decreased from 50 for Fiscal 2016
to 11 for the six months ended September 30, 2019 and the Dadra plant’s overall equipment efficiency has
increased from 76.1% for Fiscal 2016 to 84.4% for the six months ended September 30, 2019. See the table
below for more details.

Fisc Fiscal Fiscal Fiscal Six Fiscal Fiscal Fiscal Fiscal Six
al 2017 2018 2019 months 2016 2017 2018 2019 months
2016 ended ended
Septembe September
r 30, 2019 30, 2019
Average 40 28 27 21 23 50 37 11 8 11
number of
breakdowns
per week
(availability)
Overall 86.5 86.8 91.1 91.2 85.4 76.1 80.3 86.0 84.5 84.4
equipment
efficiency
(%)(1)
Note:
manufacture of our products Wavin has already provided to us for almost five years.
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INVENTORY MANAGEMENT
We have implemented a demand planning and inventory management system, including automated inventory
tracking and auto replenishment at our warehouses based on norms. Each SKU is tagged with a minimum
inventory quantity where the norms are linked to sales. Production planning is based on criticality of shortage
based on norms. Depending on sales, auto orders are generated to maintain the desired stock and there is an
automatic refill of stock at our warehouses managed by clearing and forwarding agents.
SALES AND MARKETING
India.
We sell our Trubore products directly to wholesalers and retailers, thereby eliminating third party distributors
from the distribution chain. As at October 31, 2019, we sold our Trubore products to 257 wholesalers and
retailers.
Our products can be ordered using our in-house developed online portal, which we call ‘IMON’. Using IMON,
our customers can order, track orders, see their account details and reports, process sale returns, and file
complaints.
The process of order delivery commences with an order from the customer being fed through IMON. The order
is routed to our head office where a credit check on the customer is performed. Upon approval, the order is sent
to our warehouse, where the stock is checked against the order. If the stock is available, we plan for dispatch
from such stock, material transfer planning is done, including determining truck availability, the material is
loaded and then dispatched. However, if adequate stock for the order is not available, a plan of replenishment of
stock is sent from the warehouse to the manufacturing plant, and the manufactured goods are transferred from
the manufacturing plant to the warehouse. We introduced IMON in Fiscal 2016. IMON has reduced the
turnaround time for processing orders as orders are now entered directly into our system, whereas previously our
sales force had to manually take orders and then have their order inputted into the system.
As at October 31, 2019, we had 234 salespersons who meet with distributors, wholesalers, retailers and
plumbers to market our products.
We regularly hold meetings with distributors, wholesalers, retailers and plumbers to educate them about our new
products. We also participate in various events and exhibitions to promote our products.
As part of our sales promotional activities, customers earn points based on their order values and can redeem
these points in IMON-FoC sales, wherein customers can order a PPR welding kit based on the points earned.
In November 2016, in an endeavour to differentiate our Prince Piping Systems brand from other brands, we
launched a loyalty program called ‘Prince Udaan’ to connect with and reward our distributors, wholesalers,
retailers, and plumbers. Buyers of Prince Piping Systems brand products who are enrolled in the program
receive reward points on every purchase. The reward points can be redeemed for various things such as personal
care items, hotel stays, travel, dinning, gift vouchers, among others. We have designed a new digitized model to
track our channel partners buying behaviour trends. This entire activity is managed on a technology platform by
Loyalty Program Partners. Prince Udaan is currently operational in North India (except Madhya Pradesh), West
India, South India, East India (only in Bihar, Jharkhand and West Bengal). We are in the process of rolling it out
to other areas across India.
We have recently introduced a toll-free telephone number for addressing the queries from customers.
Brand Development and Media Strategy
We plan on spending approximately 70% of our advertising budget for Fiscal 2020 on below the line
advertising, as our primary target audience are influencers and channel partners. We plan on spending
approximately 30% of our advertising budget for Fiscal 2020 on above the line advertising, along with in-film
and co-branding movie associations. Our online and social media marketing strategy for the next five years is to
popularize our brands by increasing our digital foot print, such as by developing separate websites for our Prince
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Piping Systems and Trubore brands. As a part of our marketing strategy, we aim to focus on cost effective
mediums, such as digital and mobile solutions, which increase our presence across popular social media
platforms, such a Facebook, Instagram and Twitter, and associating with various e-commerce B2B portals for
mapping our leads. We believe this helps our Prince Piping Systems brand and logo to gain better recall in the
minds of distributors, retailers and plumbers. In this regard, we entered into an endorsement agreement dated
February 9, 2018 with a celebrity and the company managing the celebrity.
LOGISTICS
We endeavour to deliver a full order quantity in the stipulated timeline by the customer. We have adopted an on
time in full delivery strategy, pursuant to which we aim to ship out a complete order within 72 hours of it being
made.
As part of our logistics policy, we have standard operating procedures for vehicle road safety; for instructions to
be followed at the time of dispatch; for receipt of goods from the packing department and their storage in the
allotted area; for loading goods in the vehicles safely, efficiently and accurately; and for accurate preparation of
invoices and post-dispatch documents.
We generally sell our products on a consignee basis, which means the customer is required to arrange for and
pay to pick up the products from our manufacturing plants or warehouses, as applicable.
Warehouses
We currently use 11 warehouses to store our products before they are shipped to our customers. These
warehouses are located in: Bhubaneswar (Odisha); Ghaziabad (Uttar Pradesh); Tiruchirappalli (Tamil Nadu);
Palakkad (Kerala); Hubli (Karnataka); Howrah (West Bengal); Siliguri (West Bengal); Vijayawada (Andhra
Pradesh); Chennai (Tamil Nadu), Nagpur (Maharashtra) and Hyderabad. We lease each of these warehouses.
Clearing and Forwarding Operations
We have entered into agreements with clearing and forwarding agents to manage our warehouses. The clearing
and forwarding agents carry out the operations of clearing and forwarding of all of our products, including the
receipt of products, safe unloading of products, safe storage, maintenance and upkeep of warehouse, invoicing,
and dispatch of products as per our requirements.
The clearing and forwarding agents have to verify whether the products are in good condition at the time of
receiving the products. If any damage to the products is noticed, the clearing and forwarding agents have to
promptly record their assessment of the damage, obtain signatures of the transporters and promptly
communicate such damages to us. The clearing and forwarding agents are expected to promptly comply with
instructions received from us for servicing of orders we receive from distributors, ensure that invoicing and
dispatch of products is done on the same day as per orders received and in case of any loss caused to us (as
determined by us) on account of default of these obligations, the clearing and forwarding agents will reimburse
us or we will be entitled to deduct from the consideration payable to them. The clearing and forwarding agents
are responsible for ensuring that at the time of billing of the products, the net outstanding does not exceed the
credit limit of that particular customer, and billing in addition to the overdue to any customer will be done by the
agents after obtaining due authorization from us.
While we insure our products stored in the warehouse covering risks of fire, riots, flood and theft, the clearing
and forwarding agent is absolutely and solely responsible for any damages arising in the warehouse and from
any of its operations in the warehouse or the conduct of its operations in the warehouse and/or on account of any
act of negligence on the part of its employees or representatives. The clearing and forwarding agents are to
immediately and correctly provide all information that is required by us when any claims are to be made for the
purpose of claiming insurance.
Transportation
Our products are transported by trucks. We do not own any trucks and rely on third parties to transport our
products. Our logistics team finalizes the selection of transporters and freight rates to undertake our logistics
activities. The selected transporter works on an annual fixed rate contract/work order, based on defined terms
and conditions. Freight/rate may change due to variations in fuel prices. Each route for the movement of goods
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normally has a minimum of two transporters/vendors to avoid monopoly and risk in service. The use of a sole
transporter for any route is subject to the approval of the Head of Department and on a case-by-case basis.
The transporter indemnifies us against any loss, damage and cost that may arise on account of any act or
omission on the part of the transporter or its representative.
We also enter into agreements for hiring vehicles and transportation of our goods in hired trucks/trailers.
While we directly enter into written agreements with the transporters in terms of load, lead-time, tariff, etc., the
clearing and forwarding agent is responsible for monitoring deliveries and that proper loads are equally
distributed to all transporters. The clearing and forwarding agents deliver the invoiced products to the
transporters nominated by us, for dispatch to the distributors or customers we specify. The transporters utilized
for this purpose, and the terms and conditions, including the terms of payment to be made to the transporters
have to be specifically approved by us prior to hiring their services.
INFORMATION TECHNOLOGY
We have engaged NxtGen Datacenter & Cloud Technologies Private Limited to provide us with data centre
services, including data centre infrastructure as a service on a hosted and on-premises mode and enterprise cloud
services, which we utilize for hosting content
We have engaged Tikona Infinet Ltd. To provide us with access to the domestic MPLS and IP VPN services
offered by Tikona Infinet Ltd on a 24-hour per day basis, seven days a week.
We offer an online ordering service, which we call ‘IMON’, to distributors to enable them to purchase our
products. The front-end technology used for this comprises Microsoft Dynamics ERP (Navision 2016), O365
and Net Technologies.
To keep our IT systems secure, we have a disaster recovery site for all the virtual servers, which replicates every
15 minutes, backup for critical servers, local backup of databases on a different host, daily backup monitoring
for disaster recovery replication and backup status reports, on-site backup for databases and we have a quarterly
drill for disaster recovery and backup activities. In addition, access to applications are through secure socket
layers, strict password policies, vulnerability assessment and penetration testing on the public IPs.
INTELLECTUAL PROPERTY
We seek to protect our intellectual property through trademarks and appropriate certifications, both in India and
certain other countries.
India
We currently hold 46 trademarks registrations with respect to our brands TRUBORE, EASYFIT, SILENTFIT,
FOAMFIT, PRINCE, SAFEFIT, RAINFIT, NOVOFIT, CORFIT, GREENFIT, AQUAFIT, ULTRAFIT,
SMARTFIT, DRAINFIT and DURAFIT in India under various classes. This includes 10 trademarks (under
various classes), including for the mark TRUBORE, that were assigned to us pursuant to a deed of assignment
dated October 22, 2012 from Chemplast Sanmar Ltd. in our favour.
We hold a Certificate of Registration of Design for our floor drain trap, which is valid until the year 2024 and
can be further extended until the year 2029, and for our double wall corrugated pipe coupler, which is valid until
the year 2029 and can be extended until the year 2034. We have also applied to register our vent cowl on May
22, 2018.
We have applied for registration of the Prince Piping Systems’ logo as a trademark. We have also applied for
registering the Prince Piping Systems logo in Hindi, Assamese, Gujarati, Kannada, Oriya, Tamil and Telugu.
However, there have been competing claims to it due to pending applications, involving our Company and
another company with the word “Prince” in its name in this regard and objections have been raised in regard to
our application.
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Other Countries
We have registered the Prince Piping Systems logo as a trademark in Kenya and Bhutan.
We have applied for registration of the Prince Piping Systems logo as a trademark in Bangladesh, Nepal,
Pakistan and Sri Lanka. A cautionary notice in relation to Prince Piping Systems’ logo has been published for
our trademark in the Maldives.
INSURANCE
We maintain standard fire and special perils insurance policy for each of our plants and our corporate office,
vehicle insurance policies and an employee insurance compensation policy. Our insurance policies for staff
personal accident and staff group mediclaim recently expired and we are in the process of renewing those
policies. We have directors` and officers’ liability insurance and public offering of securities liability insurance.
The furniture and fixtures in our office in Dadar, Mumbai, are insured.
We believe that our insurance coverage is in accordance with industry custom, including the terms of and the
coverage provided by such insurance. However, we cannot assure you that our current insurance policies will
insure us fully against all risks and losses that may arise in future. Even if such losses are insured, we may be
required to pay a significant deductible on any claim for recovery of such a loss, or the amount of the loss may
exceed our coverage for the loss. In addition, our insurance policies are subject to annual review, and we cannot
assure you that we will be able to renew these policies on similar or otherwise acceptable terms, or at all.
COMPETITION
We face competition from other players in the plastic pipes and fittings segment as well as from manufacturers
of alternative products to plastic pipes and fittings.
The organised segment accounts for a 60-65% share of India’s plastic piping industry. However, depending on
the plastic piping category, the share of organised players fluctuates accordingly. Our primary competitors in the
organised segment and their share of the pipes and fittings market in India for Fiscal 2019 are as follows:
Supreme Industries (11%); Finolex Industries (9%); Ashirvad Pipes (9%); Jain Irrigation (8%) and Astral
Polytechnik (7%). Our share of this market was 5% for Fiscal 2019. (Source: CRISIL Research Report).
The success of players in the industry depends on: (i) pan-India presence; (ii) distribution network; (iii) product
portfolio; (iv) end-use sectors they cater to and (v) presence in the pipes and fittings segment.
CRISIL Research expects the share of the organised segment in the industry to expand with the implementation
of GST. Further, organised players’ focus on marketing and distribution network expansion, and launching
innovative and branded products will see their revenue grow faster vis-à-vis the unorganised segment.
Factors such as well-established brand presence, improving operating efficiency, expanding reach and
distribution network (and thereby managing selling and distribution expenses) helps determine the profitability
of the players. Moreover, raw material cost accounts for 65-70% of operating income. PE, PP and PVC are the
key raw materials used, prices of which are dependent on crude oil prices. Therefore, management of raw
material cost is also important. Organised players are able to better manage their cost components versus
unorganised players and have greater ability to pass on the increase in raw material costs.
In the past decade, one of the most important changes in the piping industry was the large-scale shift from
metal- to polymer-based pipes in most applications. This was especially true in case of plumbing and piping
applications in the construction industry. (Source: CRISIL Research Report).
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For more details in relation to competition, see “Industry Overview – Competitive Landscape” on page 144.
WORKFORCE
As at October 31, 2019, we had 1,739 full-time employees and 960 contract labourers. As at October 31, 2019,
244 of our full-time employees working at our Athal plant are in a union. As at October 31, 2019, 118 of our
full-time employees work at our corporate and registered offices, 1,143 of our full-time employees work at our
plants and warehouses and 234 of our full-time employees are part of our sales force.
We have entered into agreements for job contracts with various contractors. We can engage the contractor to
perform any of the following services: loading/unloading of goods and/or shifting of materials at premises of
our establishment; providing house-keeping, sweeping, sanitation and upkeep of hygiene services in our
premises; or undertaking and executing stacking, packaging of manufactured goods and handling of material
including transportation within our premises. Some of the agreements are with respect to providing security
services at our premises. In consideration of the jobs so performed/executed by the contractor, we agree to pay
the contractor at the rate specified by the government under the Minimum Wages Act, 1948, per individual
person engaged/employed by the contractor in connection with the job assigned to him by us. The contractor has
to provide the required number of workers to be engaged for the execution of the work, solely supervise, direct
and control the workforce engaged by him and also give necessary instructions to his contract labourers.
Employee Stock Option Scheme
To reward our employees and provide an incentive for their continuous contribution to our organisational
success, our Board instituted ESOP 2017, pursuant to resolutions passed by our Board and our shareholders on
August 21, 2017 and September 15, 2017 respectively. ESOP 2017 envisages the grant of such number of
options that (together with exercised options) grants their eligible employee holders the right to apply for
900,158 Equity Shares. Each option under ESOP 2017, upon exercise, grants its holder the right to be allotted
one Equity Share, upon payment of the exercise price. For more details on ESOP 2017, see “Capital Structure–
Employee Stock Option Scheme” on page 93.
PROPERTIES
We own the following properties:
Description Address Area(1) Seller Date of

Agreement
Commercial “Ruby House” situated lying and being at 4th floor, 665 m2 plus The Ruby Mills July 21,
office, Dadar, Mumbai(2) 4 car Limited 2005
Mumbai parking
spaces
Industrial Khasra No. 1549/2, Village Salempur Mehdood-2, 8,620 m2 Shri Gaurav April 26,
plot, Pargana Roorkee, Tehsil and District Haridwar Bhatia 2016
Haridwar
factory
Industrial Industrial Plot No. 17-A, Khasra Nos. 1547, 1545 and 2,024 m2 Arrow January 3,
plot, part of 1544, Village Salempur Mehdood-2, Pargana Infrastructure 2009
Haridwar Roorkee, Tehsil and District Haridwar Ltd. (amended
factory vide
Instrument
of correction
dated April
29, 2009)
Industrial Khasra No. 1548, Village Salempur Mehdood- Dwitiya 6,990 m2 Shri Dinesh Jain March 22,
plot, Pargana Roorkee, Tehsil and Zila Haridwar 2007
Haridwar
factory
Industrial Khasra No. 1549/4, Village Salempur Mehdood 9,000 m2 Narendra March 22,
plot, Dwitiya, Pargana Roorkee, Tehsil and Zila Haridwar Explosives Ltd. 2007
Haridwar
factory
Industrial Khasra No. 1549/5, Village Salempur Mehdood 9,010 m2 Doon Udyog March 22,
plot, Dwitiya, Pargana Roorkee, Tehsil and Zila Haridwar Pvt. Ltd. 2007
Haridwar
165
Agreement
factory
Industrial Industrial Plot No. 17B in Industrial Park-II, lying in 23,355 m2 Hero Realty Ltd. January 16,
plot, revenue Khasra Nos. 1542, 1543, 1543/2499 and 1544, (earlier known as 2015
Haridwar Village-Salempur Mahdood, Pargana Roorkee, Tehsil Arrow Infra
factory and District Haridwar Ltd.)
Industrial Khasra No. 1541, Village-Salempur Mahdood, Pargana 3,268 m2 Shri Ram Kishan July 23,
plot, Roorkee, Tehsil and District Haridwar 2011
Haridwar
factory
Industrial Khasra No. 1549/1, Village-Salempur Mahdood, 5,370 m2 Arrow September
plot, Pargana Roorkee, Tehsil and District Haridwar Infrastructure 16, 2010
Haridwar Ltd.
factory
Industrial Land bearing Survey Nos. 96/1 to 96/9 at Devarwadi 14,300 m2 Chemplast November
plot, Village, Shinoli Post, Taluka Chandgad, Kolhapur Sanmar Limited 21, 2012
Kolhapur District
factory
Land used Survey Nos. 190/1A1, 190/1A2, 190/1B2, 189/2A, 28,536 m2 Chemplast October 22,
for Chennai 190/1A3B, 190/1B3B, 190/1B1, 189/1, 189/2B, 189/3 Sanmar Limited 2012
factory and 189/4, Village No. 106, Jagannathapuram-II,
Irulipattu Village, Ponneri Taluk, Thiruvallur District
within the Registration of Thiruvallur and Sub-
Registration District of Arani, Chennai
Land used Survey Nos. 190/1A3 and Survey Nos. 190/1B3A 6,866 m2 Uma December 5,
for Chennai Ramamoorthi 2016
factory
Industrial Land bearing New Survey No. 132/1/1/3, Village Athal 19,905 m2 M/s. Trimurti April 28,
plot, Athal of Union Territory of Dadra and Nagar Haveli, Taluka Developers 1994
factory Silvassa
Land for Survey No. 55/2, Village Dadra of Union Territory of 1,300 m2 Shri Gaman alias April 15,
commercial Dadra & Nagar Haveli Nathubhai 2014
warehouse Khandubhai
purposes, Desai and Shri
Dadra Rameshchandra
Khandubhai
Desai through
their PoA-holder
Shri Deepakbhai
B. Desai
Land for Survey No. 56/1, Village Dadra of Union Territory of 16,200 m2 Smt. Vimal V. April 28,
commercial Dadra & Nagar Haveli Vaid alias Smt. 2008
warehouse Surekha Shridhar
purposes, Mohile and
Dadra Smita Shridhar
Mohile
Land for Survey No. 56/3, Village Dadra of Union Territory of 2,000 m2 Smt. Lilaben August 23,
commercial Dadra & Nagar Haveli Mangubhai Patel 2011
cum
warehousing
purposes,
Dadra
Land for Survey No. 57/1, Village Dadra of Union Territory of 1,100 m2 Shri Narendra H. June 17,
commercial Dadra & Nagar Haveli Trivedi 2011
purpose,
Dadra
Land for Survey No. 68, Village Dadra of Union Territory of 2,400 m2 Shri Amrut May 23,
commercial- Dadra & Nagar Haveli Keshur Patel 2008
warehouse
purpose,
Dadra
Industrial Survey No. 53, Village Dadra of Union Territory of 9,400 m2 M/s. Cliff November
plot, Dadra Dadra & Nagar Haveli Apparels Pvt. 22, 1999
factory Ltd.
Industrial Survey No. 85, Village Dadra of Union Territory of 2,300 m2 Shri Rashikbhai May 29,
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Agreement
plot, Dadra Dadra & Nagar Haveli Chhotubhai Patel 2008
factory
Industrial Survey No. 89, Village Dadra of Union Territory of 3,800 m2 Shri Amrut December
plot, Dadra Dadra & Nagar Haveli Keshur Patel 23, 2009
factory
Industrial Survey No. 90, Village Dadra of Union Territory of 2,700 m2 Smt. Lilaben December 1,
plot, Dadra Dadra & Nagar Haveli Mangubhai Patel 2009
factory
Industrial Survey No. 91, Village Dadra of Union Territory of 3,300 m2 Shri Amrut July 11,
plot, Dadra Dadra & Nagar Haveli Keshur Patel 2008
factory
Industrial Survey No. 92/1, Village Dadra of Union Territory of 10,869 m2 Shri Chhotubhai March 24,
plot, Dadra Dadra & Nagar Haveli Paragjibhai 2008
factory Desai
Industrial Survey No. 92/2, Village Dadra of Union Territory of 8,700 m2 Smt. Vasuben, March 26,
plot, Dadra Dadra & Nagar Haveli widow of 2002
factory Lalubhai
Merwanbhai
Industrial Survey No. 93/P, Village Dadra of Union Territory of 7,500 m2 Shri Maganlal December 7,
plot, Dadra Dadra & Nagar Haveli Sugnchand Shah 2006
factory
Industrial Survey No. 159/E/E, 159/E6, 159/AA1, 69/AA, 124,744 m2 Sri Namburi August 31,
plot, 69/AA2, 160/E, 161/A2/A, 161/A3, 161/E1, 160/AA1, (30 acres, Kumara Swamy, 2017
Telangana 161, 161/AA1, 161/AA2 Village of Yenkepally, 33 guntas(3)) Sri Machavarapu
factory Sadashivpet Mandal, Sangareddy District, Telangana Ganapthi Rao,
Sri Rakesh
Nutakki and Smt
Namburi Deepthi
Industrial Survey No. 161/E2 and 170 Village of Enkepalle 27,822 m2 Smt Vemulapalli January 19,
plot, Sadashivpet Mandal, Sangareddy District, Telangana (6 acres, 35 Vani Sree 2018
Telangana guntas)
factory
Industrial Survey number 171/A1, 171/A2 and 171/E, Yenkepally 30,655 m2 Sri Golla Siddu, May 2, 2018
plot, (Village and G.P.) Sadashivpet, Registration Sub- (7 acres, 23 Smt Golla
Telangana district Sangareddy, District Sangareddy, Telangana. guntas) Swaroopa, Smt
factory Golla Anjamma
and Sri Golla
(Alias) Manthuri
Kistaiah
Agricultural Khasra No. 122, 124/1, 125, 126, 127/1, 131, 132, 1075, 196,704 m2 Salasar Buildcon June 5, 2018
plot, 1077/2, 144/2 Village-Asalpur, Tehsil-Sambhar lake, and Complexes
Rajasthan Jaipur, Rajasthan-303604. (4) Pvt. Ltd.
factory
Agricultural Khasra No. 102, 1708/103, 104,105, 106, 1709/107, 105,725 m2 Salasar Buildcon February 23,
plot, 115/2, 116, 119, 120, 121, 124/4,145 Village-Asalpur, and Complexes 2018
Rajasthan Tehsil-Sambhar lake, Jaipur, Rajasthan-303604.(4) Pvt. Ltd.
factory
Notes:
(1) Rounded to the nearest whole number.
(2) Our Company owns office premises at “RUBY HOUSE”, 4th Floor, ‘B’ Wing, Dadar (West), Mumbai. In lieu of this, the
developer offered us alternate premises at 8th Floor, ‘THE RUBY’, Dadar (West), Mumbai, which we accepted. Though we have
moved our office to the new premises in May 2013, the agreement for the same with the developer is pending registration.
(3) A gunta is equal to 101.17 square metres. 40 guntas is equal to one acre.
(4) We entered into two memorandums of understanding with Salasar Buildcon and Complexes Pvt. Ltd for the purchase of land
totaling approximately 362,150 square metres in Jobner (Rajasthan). We have purchased and registered the sale of
approximately 302,428 square metres of this land. In addition, we have paid ₹ 36.13 million as an advance towards the purchase
price of ₹ 54.50 million for the remaining 59,722 square metres of land (the “Remaining Land”), but we have not yet entered
into a deed of sale in connection with the purchase of the Remaining Land. We need to obtain an exemption from The Rajasthan
Imposition of Ceiling on Agricultural Holding Act, 1973 before entering into the deed of sale for the Remaining Land. We have
not applied for an exemption yet but we intend to do so soon. As more than 90 days have passed since dates of the memorandum
of understanding and we have not entered into a deed of sale for the Remaining Land, under the terms of the memorandums of
understanding, the other party is required to repay the advance to us and we have lost the right to buy the Remaining Land.
However, as we still want to purchase the Remaining Land and the other party still wants to sell this land to us, we have not
asked for the advance to be repaid. If we are unable to obtain an exemption from The Rajasthan Imposition of Ceiling on
Agricultural Holding Act, 1973, we will require the other party to repay the advance. The amount of the advance is equivalent to
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the full purchase price for approximately 39,547 square metres of the Remaining Land. We do not require the Remaining Land in
order to expand the total installed capacity of our Rajasthan plant to up to 40,621 tonnes per annum, so if we do not end up
acquiring this land it will have no effect on our current plans for our Rajasthan plant.
We lease (i) our registered office in Goa, (ii) 11 warehouses (located in Ghaziabad, Bhubaneshwar, Nagpur,
Hubli, Vijaywada, Palakkad Taluk District, Chennai, West Bengal, Jalpaiguri, Medchal-Malkajgiri District and
Tiruchirappalli); and (iii) five marketing offices (located in Kolkata, Ahmedabad, Pune, Chennai and
Bengaluru). We also lease three residential properties in Mumbai for use by certain Directors.
CORPORATE AND SOCIAL RESPONSIBILITY
We have a Corporate Social Responsibility (“CSR”) Committee in place, whose mandate is to formulate and
recommend to the Board a CSR policy, which shall indicate the activities to be undertaken by the Company as
specified in Schedule VII of the Companies Act, 2013, to recommend the amount of expenditure to be incurred
on the above-mentioned activities and to do such other acts, deeds and things as may be required to comply with
applicable laws. We did not spend the amount required on CSR activities under Section 135 of the Companies
Act, 2013, calculated as per Section 198 of the Companies Act, 2013, for Fiscals 2019, 2017, 2016 and 2015.
However, our expenses for CSR activities for Fiscal 2018 exceeded the amount we were required to spend on
CSR activities under Section 135 of the Companies Act, 2013 for Fiscals 2018, 2017, 2016 and 2015 combined.
The requirements under Section 135 under the Companies Act, 2013 came into effect from April 2014, so they
were not applicable for Fiscal 2014. See “Risk Factors – We did not spend the amount required on corporate
social responsibility activities under Section 135 of the Companies Act, 2013, calculated as per Section 198 of
the Companies Act, 2013, for certain Fiscals” on page 39 for further details.
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REGULATIONS AND POLICIES
Our Company is engaged primarily in the business of manufacturing polymer pipes and fittings in India. We are
regulated by a number of central and state legislations. Additionally, our functioning requires the sanction of
concerned authorities, at various stages, under relevant legislations and local by-laws.
The following is an overview of certain sector-specific Indian laws and regulations which are relevant to the
operations of our Company. The information detailed in this chapter has been obtained from publications
available in public domain. The description of laws and regulations set out below is not exhaustive but
indicative, and is only intended to provide general information to investors and is neither designed nor intended
to be a substitute for professional legal advice. The statements below are based on the current provisions of
Indian law, and the judicial, regulatory and administrative interpretations thereof, which are subject to change
or modification by subsequent legislative, regulatory, administrative or judicial decisions.
Regulations pertaining to the business of our Company
Bureau of Indian Standards Act, 2016 (“BIS Act”)
The BIS Act provides for the establishment of the Bureau of Indian Standards (“BIS”) for the development of
activities of standardisation, conformity assessment and quality certification of goods, articles, processes,
systems and services. The BIS Act provides for the functions of the BIS which includes, among others (a) to
publish, establish, promote and review Indian standards; (b) to adopt as Indian standard, any standard,
established by any other institution in India or elsewhere, in relation to goods, articles, processes, systems or
services; (c) to carry out functions necessary for promotion, monitoring and management of the quality of
goods, articles, processes, systems and services and to protect the interests of consumers and other stake holders;
and (d) undertake, support and promote research necessary for formulation of Indian standards. The BIS Act
empowers the Central Government to order compulsory use of standard mark for any goods or article if it finds
it expedient to do so in public interest, national security, protection of human, animal or plant health, safety of
environment or prevention of unfair trade practices. The BIS Act also provides the penalties in case there is a
contravention of the provisions of the BIS Act.
The Legal Metrology Act, 2009 (“Legal Metrology Act” and the Legal Metrology (Packaged Commodities)
Rules, 2011
The Legal Metrology Act replaces the Standards of Weights and Measures Act, 1976. The Legal Metrology Act
seeks to establish and enforce standards of weights and measures, regulate trade and commerce in weights,
measures and other goods which are sold or distributed by weight, measure or number, and matters connected
therewith or incidental thereto. The key features of the Legal Metrology Act are (a) appointment of Government
approved test centres for verification of weights and measures; (b) permitting the establishments to nominate a
person who will be held responsible for breach of provisions of the Legal Metrology Act; and (c) more stringent
punishment for violation of provisions.
Consumer Protection Act, 1986
The Consumer Protection Act, 1986 came into effect on December 24, 1986. The Consumer Protection Act
reinforces the interest and rights of consumers by laying down a mechanism for speedy grievance redressal. Any
person to whom goods were delivered/intended to be delivered or services were rendered/ intended to be
rendered, or a recognized consumer association, or numerous consumers having the same interest, or the
Central/State Government may lodge a complaint before the district forum or any other appropriate forum under
the Consumer Protection Act, inter alia, where:
a. an unfair trade practice or a restrictive trade practice has been adopted by a service provider;
b. the services availed or agreed to be availed suffer from any deficiency in any material aspect; and
c. the provision of services which are hazardous or likely to be hazardous to life and safety of the public
when used are offered by the service provider which such person could have known with due diligence
to be injurious to life and safety.
When a person against whom a complaint is made fails to or omits to comply with any order made by the
forum/commission, such person shall be punishable with imprisonment for a term of not less than a month, but
169
not exceeding three years, or a fine of not less than two thousand rupees, but not more than ten thousand rupees,
or both. 161
The Consumer Protection Act, 2019 has been published in the e-gazette and will repeal the existing Consumer
Protection Act, 1986 on such date as the Central Government may by notification appoint. The Consumer
Protection Act, 2019 will, inter alia, introduce a Central Consumer Protection Council to promote, protect and
enforce the rights of consumers executive agency to provide relief to a class of consumers. The Consumer
Protection Act, 2019 will bring e-commerce entities and their customers under its purview including providers
of technologies or processes for advertising or selling, online marketplace or online auction sites. The Consumer
Protection Act, 2019 will also provide for mediation cells for early settlement of the disputes between the
parties.
Petroleum Act, 1934 (“Petroleum Act”) and Petroleum Rules, 2002 (“Petroleum Rules”)
The Petroleum Act regulates the import, transport and storage of petroleum. The Petroleum Rules require every
person importing, transferring or storing petroleum to do so only in accordance with a license granted under the
Petroleum Rules. Every person desiring to obtain a license to import and store petroleum is required to submit to
the licensing authority an application for registration in the prescribed format within the specified time limit. On
expiry of a license, the applicant is required to make an application for renewal of license. A license may be
renewed by the authority empowered to grant such a license, provided that a license which has been granted by
the Chief Controller may be renewed without alteration, by a Controller duly authorized by the Chief Controller.
Pursuant to Section 23 of the Petroleum Act, whoever contravenes any of the provisions of the Petroleum Act,
shall be punishable with simple imprisonment which may extend to one month, or with fine which may extend
to ₹ 1,000 or with both.
Environmental laws and regulations
Environment Protection Act, 1986 (“Environment Act”)
The Environment Act is an umbrella legislation designed to provide a framework for the Central Government to
coordinate activities of various state and central authorities established under previous environmental laws. The
Environment Act specifies that no person carrying on any industry, operation or process shall discharge or emit
or permit to be discharged or emitted any environment pollutants in excess of such standards as may be
prescribed. The Environment Act empowers the Central Government to make rules for various purposes viz., to
prescribe:
(i) the standards of quality of air, water or soil for various areas;
(ii) the maximum allowable limits of concentration of various environmental pollutants for different areas;
(iii) the procedures and safeguards for the prevention of accidents which may cause environmental
pollution and remedial measures for such accidents.
Environment (Protection) Rules, 1986 (“Environment Rules”)
In exercise of powers conferred under the Environment Act, the Central Government notified the Environment
Rules. Pursuant to Environment Rules, every person who carries on an industry, operation or process requiring
consent under Water (Prevention and Control of Pollution) Act, 1974 or Air (Prevention and Control of
Pollution) Act, 1981 or shall submit to the concerned Pollution Control Board (“PCB”) an environmental
statement for that financial year in the prescribed form.
Air (Prevention and Control of Pollution) Act, 1981 (“Air Act”)
The Air Act requires any individual, industry or institution responsible for emitting smoke or gases by way of
use as fuel or chemical reactions, apply in a prescribed form and obtain consent from the PCB prior to
commencing any activity. The PCB is required to grant, or refuse, consent within four months of receipt of the
application. The consent may contain conditions relating to specifications of pollution control equipment to be
installed. Within a period of four months after the receipt of the application for consent the PCB shall, by order
in writing and for reasons to be recorded in the order, grant the consent applied for subject to such conditions
and for such period as may be specified in the order, or refuse consent.
170
Water (Prevention and Control of Pollution) Act, 1974 (“Water Act”)
The Water Act aims at prevention and control of water pollution as well as restoration of water quality through
the establishment of a central PCB and state PCBs. Under the provisions of the Water Act, any individual,
industry or institution discharging industrial or domestic wastewater or establishing any treatment or disposal
system or the using of any new or altered outlet for the discharge of sewage is required to obtain the consent of
the applicable state PCB, which is empowered to establish standards and conditions that are required to be
complied with. The consent to operate is granted for a specific period after which the conditions stipulated at the
time of granting consent are reviewed by the state PCB. Even before the expiry of the consent period, the state
PCB is authorized to carry out random checks on any industry to verify if the standards prescribed are being
complied with by the industry. In the event of non-compliance, the state PCB after serving notice to the
concerned industry may close the mine or withdraw water supply to the industry or cause magistrates to pass
injunctions to restrain such polluters.
Hazardous Wastes (Management, Handling and Transboundary Movement) Rules, 2008 (“Hazardous
Wastes Rules”)
The Hazardous Wastes Rules impose an obligation on every occupier of an establishment generating hazardous
waste to recycle or reprocess or reuse such waste in a registered recycler or to dispose of such hazardous wastes
in an authorized disposal facility. Every person engaged, inter alia, in the generation, processing, treatment,
package, storage and destruction of hazardous waste is required to obtain an authorization from the relevant
state PCB for collecting, recycling, reprocessing, disposing, storing and treating the hazardous waste.
Regulations regarding foreign investment
Foreign investment in Indian securities is governed by the provisions of the Foreign Exchange Management
Act, 1999 (“FEMA”) read with the applicable FEMA 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.
Laws relating to intellectual property
Trade Marks Act, 1999 as amended (“Trademark Act”)
In India, trademarks enjoy protection under both statutory and common law. Indian trademark law permits
registration of trademarks for goods and services. The Trademark Act statutorily protects trademarks and
prevents use of fraudulent marks in India. Certification marks and collective marks can also be registered under
the Trademark Act. An application for trademark registration can 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.
Applications for a trademark registration can be made for in one or more international classes. Once granted,
trademark registration is valid for ten years unless cancelled. The mark lapses in ten years unless renewed. The
Trademark (Amendment) Act, 2010 allows Indian nationals as well as foreign nationals to secure simultaneous
protection of trademark in other countries. The Trademark (Amendment) Act, 2010 has been enacted to amend
the Trademark Act, which enables Indian nationals as well as foreign nationals to secure simultaneous
protection of trademark in other jurisdictions. The amendment 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.
Patents Act, 1970 as amended (“Patents Act”)
The Patents Act governs the patent regime in India. Being a signatory to the Agreement on Trade Related
Aspects of Intellectual Property Rights, India is required to recognise product patents as well as process patents.
In addition to the broad requirement that an invention satisfy the requirements of novelty, utility and non-
obviousness in order for it to avail patent protection, the Patents Act stipulates that patent protection may not be
granted to certain specified types of inventions and materials even if they satisfy the above criteria. The Patents
Act prohibits any person resident in India from applying for patent for an invention outside India without
making an application for the invention in India. The term of a patent granted under the Patents Act is twenty
years from the date of filing of the application for the patent.
171
Designs Act, 2000, as amended (“Designs Act”)
Industrial designs have been accorded protection under the Designs Act. A ‘Design’ means only the features of
shape, configuration, pattern, ornament or composition of lines or colour or combination thereof applied to any
article whether two dimensional or three dimensional or in both forms, by any industrial process or means,
whether manual, mechanical or chemical, separate or combined, which in the finished article appeal to and are
judged solely by the eye, but does not include any mode or principle or construction or anything which is in
substance a mere mechanical device, and expressly excludes works accorded other kinds of protection like
property marks, Trademarks and Copyrights. Any person claiming to be the proprietor of a new or original
design may apply for registration of the same under the Act before the Controller-General of Patents, Designs
and Trade Marks. On registration, the proprietor of the design attains a copyright over the same. The duration of
the registration of a design in India is initially ten years from the date of registration, but in cases where claim to
priority has been allowed the duration is ten years from the priority date. No person may sell, apply for the
purpose of sale or import for the purpose of sale any registered design, or fraudulent or obvious imitation
thereof.
Laws relating to employment
The Factories Act, 1948 (“Factories Act”)
The Factories Act seeks to regulate labour employed in factories and makes provisions for the safety, health and
welfare of workers. It applies to industries in which 10 or more workers are employed on any day of the
preceding 12 months in any manufacturing process carried on with the aid of power, or 20 or more workers are
employed in the manufacturing process being carried out without the aid of power. Each state government has
enacted rules in respect of the prior submission of plans and their approval for the establishment, registration
and licensing of factories. The Factories Act requires that the occupier of a factory, i.e., the person who has
ultimate control over the affairs of the factory and in the case of a company, any one of the directors, must
ensure the health, safety and welfare of all workers especially in respect of safety and proper maintenance of the
factory, such that it does not pose health risks, the safe use, handling, storage and transport of factory articles
and substances, provision of adequate instruction, training and supervision to ensure workers’ health and safety,
cleanliness and safe working conditions. The Factories Act also provides for fines to be paid and imprisonment
of the manager of the factory in case of any contravention of the provisions of the Factories Act.
Other employment regulations
Certain other laws and regulations that may be applicable to our Company in India include the following:
(i) Apprentices Act, 1961;

(ii) Contract Labour (Regulation & Abolition) Act, 1970;
(iii) Employees Compensation Act, 1923;
(iv) Employees Provident Funds and Miscellaneous Provisions Act, 1952;
(v) Employees State Insurance Act, 1948;
(vi) Equal Remuneration Act, 1976, Minimum Wages Act, 1948, Payment of Bonus Act, 1965, Payment of
Wages Act, 1936, and the Code on Wages, 2019, each to the extent in force or notified, as the case may
be;
(vii) Public Liability Insurance Act, 1991;
(viii) Payment of Gratuity Act, 1972;
(ix) Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013;
(x) The Industrial Disputes Act, 1947;
(xi) The Maternity Benefit Act, 1961;
(xii) Trade Unions Act, 1926;
(xiii) Workmen Compensation Act, 1923; and
(xiv) Child Labour (Prohibition and Abolition) Act, 1986.
In addition to the above employment law related regulations, the GoI is in process of tabling a bill consolidating
existing legislations relating to industrial relations and payment of wages. The draft bill under consideration,
envisages an increase in the amount of compensation to be paid at the time of retrenchment of a worker,
amongst other provisions. Further, GoI has proposed an amendment to Indian contract labour legislation that
will increase the minimum wage of contract labourers to ₹ 10,000 per month. Any such changes, if
implemented, could adversely affect our operating margins, manufacturing operations, cash flows and results of
172
operations. Enactment of this bill may lead to increase in the operating expenses of our Company, as and when
it comes into force.
Laws relating to taxation
As per notice dated June 28, 2017 by the Ministry of Finance, with effect from July 1, 2017, Goods and Services
Tax Laws (including Central Goods and Services Tax Act, 2017, Integrated Goods and Services Tax Act, 2017,
States Goods and Services Tax Act, 2017 and Union Territory Goods and Services Tax Act, 2017) are
applicable to our Company.
In addition to the above, our Company is required to comply with the provisions of the Companies Act, 2013,
the Competition Act, 2002 and different state legislations.
173
HISTORY AND CERTAIN CORPORATE MATTERS
Brief history of our Company
Our Company was incorporated as ‘Prince Pipes and Fittings Private Limited’ on November 13, 1987, at
Mumbai, Maharashtra as a private limited company under the Companies Act, 1956. Thereafter, pursuant to
Section 43A(1A) of the Companies Act, 1956, our Company became a deemed public limited company with
effect from July 1, 1998. Further, pursuant to Section 43A(2A) of the Companies Act, 1956, our Company
converted back into a private company on May 18, 2001. Subsequently, upon conversion into a public limited
company pursuant to a special resolution of our shareholders dated August 7, 2017, the name of our Company
was changed to ‘Prince Pipes and Fittings Limited’, and a fresh certificate of incorporation was issued by the
RoC on August 11, 2017.
Changes in the Registered Office
The details of changes in the registered office of our Company are as follows:
Effective Date Details of change Reasons

March 3, 1997 Registered office of our Company changed from 312, Churchgate For operational efficiency
Chambers, 5, New Marine Lines, Churchgate, Mumbai 400 020 to Prince
Bhavan, Plot Number 95, Road No. 16, Marol, MIDC, Andheri (East),
Mumbai 400 093.
August 23, 2004 Registered office of our Company changed from Prince Bhavan, Plot For operational efficiency
Number 95, Road No. 16, Marol, MIDC, Andheri (East), Mumbai 400
093 to Ruby House, 4th Floor, “B” Wing, J.K. Sawant Marg, Dadar
(West), Mumbai 400 028.
January 13, 2010 Registered office of our Company changed from Ruby House, 4th Floor, For operational efficiency
“B” Wing, J.K. Sawant Marg, Dadar (West), Mumbai 400 028 to Plot
Number 1, Honda Industrial Estate, Phase II, Honda Sattari, Honda, Goa
403 530.
Our main object
The main object of our Company as contained in our Memorandum of Association is:
“To carry on the business of manufacturing, buying, selling, importing, exporting and otherwise dealing with
plastic tubes and pipes of all sizes and varieties, used in agricultural, engineering, electrical and mechanical and
other industries, rust and corrosion presented tubes, valves, pipes and pipe fittings, flanges, laminated tubings,
rods and pipes, exhaust systems in PVC, fibre-reinforced plastics, polypropylene, high density polyethylene and
other plastics, PVC water pipes, tubes, electrical conduit pipes and filters, hose pipes, agricultural hose pipes,
solid and welding rods, pumps, and also plumbing materials, water distribution systems, sanitary fittings and
other building materials made out of plastics.”
The main object clause and the objects incidental or ancillary to the main objects contained in the Memorandum
and Articles of Association enable our Company to undertake its existing activities as well as to carry on the
activities for which funds are being raised in the Offer.
Amendments to our Memorandum of Association
Since incorporation, the following amendments have been made to our Memorandum of Association.
Date of change/ Nature of amendment

shareholders’
resolution
Clause V of our Memorandum of Association was amended to reflect an increase in the
Authorized share capital of our Company from ₹5,000,000 comprising 500,000 Equity Shares of
April 12, 1994
face value ₹ 10 each to ₹30,000,000 comprising 3,000,000 Equity Shares of face value ₹10
each.
Authorized share capital of our Company from ₹30,000,000 comprising 3,000,000 Equity Shares
March 28, 2000
of face value ₹10 each to ₹120,000,000 comprising 12,000,000 Equity Shares of face value ₹10
each.
174
Date of change/ Nature of amendment
shareholders’
resolution
Authorized share capital of our Company from ₹120,000,000 comprising 12,000,000 Equity
February 23, 2009
Shares of face value ₹10 each to ₹150,000,000 comprising 15,000,000 Equity Shares of face
value ₹10 each.
Clause II of our Memorandum of Association was altered for shifting of our Registered Office
August 29, 2009* from the state of Maharashtra to the state of Goa pursuant to the order dated January 13, 2010
passed by our Company Law Board, Mumbai Bench.
Authorized share of our Company from ₹150,000,000 comprising 15,000,000 Equity Shares of
February 5, 2013 face value ₹10 each to ₹196,000,000 comprising 19,600,000 Equity Shares of face value ₹10
each pursuant to scheme of arrangement approved by the Bombay High Court through order
dated January 13, 2012.
February 22, 2013
Shares of face value ₹10 each to ₹500,000,000 comprising 50,000,000 Equity Shares of face
value ₹10 each.
July 4, 2017
Shares of face value ₹10 each to ₹1,500,000,000 comprising 150,000,000 Equity Shares of face
value ₹10 each.
Clause I of our Memorandum of Association was altered to delete the word ‘Private’ from the
August 7, 2017
name of our Company.
Clause V of our Memorandum of Association was amended to reflect the Authorized share
November 25,
capital of our Company, that is, ₹1,500,000,000 is divided into 144,035,000 Equity Shares of
2019
face value ₹10 each and 596,500 CCPS of face value of ₹100 each.
*
with effect from January 13, 2010
Awards and accreditations
The table below sets forth some of the awards and accreditations received by our Company:
Calendar Year Accreditations

2010 Award for outstanding quality contribution in the pipe sector at the Infrastructure &
Construction Industry Awards – EPC World Awards, 2010
2015 National Awards for Excellence in Learning & Development
a) Best Talent – Best Learning Partnership
b) Best Practices – Best Coaching Mentor Training Programme
c) Best Practices – Best Leadership Training Programme
2015 Silver certificate of merit at the Frost & Sullivan Indian Manufacturing Excellence Awards 2015
2015 Award from the Brihanmumbai Licensed Plumbers Association in recognition of our Company’s
outstanding contribution to the plumbing industry
2016 Digital Transformation Awards 2016 – Transformation with Cloud Networking by Citrix
2016 Award in recognition of our contribution to the 17 th Mega Property Exhibition of CREDAI-
Builders’ Association of Navi Mumbai
2016 Certificate of appreciation for active association at the Gujarat Premier 10th Mega Industrial
Exhibition VCCI Global Trade Show 2016
2017 The Economic Times Polymers Awards 2017 – for Excellence in Building and Construction
(Plumbing) Large Enterprises
Major events and milestones
The table below sets forth some of the major events and milestones in the history of our Company:
Calendar Year Details

1987 Incorporated as a private limited company
1995 Set up a large scale plastic injection moulding and extrusion unit in Athal, Dadra and Nagar
Haveli
2000 New plant set up at Dadra for pipe manufacturing
2008 New plant set up at Haridwar for manufacturing pipes and pipe fittings
2012 Acquisition of plants in Chennai and Kolhapur of Trubore Piping System, a division of
Chemplast Sanmar Limited
175
Calendar Year Details
2013 Merger of Kenson Manufacture Private Limited into our Company
2017 Conversion from a private limited company to a public limited company
2019 Investment by South Asia Growth Fund II Holdings LLC and South Asia EBT Trust
Other details about our Company
For a description of our activities, services, products, marketing, capacity/facility creation, plants, market
segments, the growth of our Company, foreign operations, exports, the standing of our Company with reference
to prominent competitors in connection with our products, management, major suppliers and customers,
environmental issues, geographical segment, technology, market, capacity build-up etc., see the sections titled
“Our Business”, “Management’s Discussion and Analysis of Financial Condition and Results of Operations”,
“Government and Other Approvals” and “Outstanding Litigation and Material Developments” on pages 150,
309, 349 and 340, respectively.
For details of the management of our Company and its managerial competence, see the section titled “Our
As on the date of this Red Herring Prospectus, our Company has 39 shareholders. For further details on the
shareholding of our Company, see the section titled “Capital Structure” on page 81.
Changes in activities of our Company during the last five years
There have been no changes in the activities of our Company during the last five years, which may have had a
material effect on our profits or loss, including discontinuance of our lines of business, loss of agencies or
markets and similar factors.
Capital raising (Equity/ Debt)
Our equity issuances in the past and outstanding debts as on October 31, 2019, have been provided in sections
titled “Capital Structure” and “Financial Indebtedness” on pages 81 and 337, respectively. Further, our
Company has not undertaken any public offering of debt instruments since its inception.
Strike and lock-outs
Except as stated below, we have not faced any strikes or lock-outs in our operations since our incorporation:
In 2011, our factory in Athal, Silvassa experienced a brief interruption in operations due to an incident involving
the workers and management. For further details, see the sections titled “Outstanding Litigation and Material
Developments” and “Risk Factors - Work stoppages or increased wage demands by our workforce or any other
kind of disputes with our workforce could adversely affect our business and results of operations” on pages 340
and 33.
Time/cost overrun
We have not encountered any time and cost overruns in respect of our business.
Defaults or rescheduling of borrowings with financial institutions/banks, conversion of loans into equity by our
Company
There are no defaults or rescheduling of borrowings with financial institutions, banks, or conversion of loans
into equity in relation to our Company.
Injunctions or restraining order against our Company
There are no injunctions or restraining orders against our Company.
Details regarding acquisition of business/undertakings, mergers, amalgamation, revaluation of assets
Except as disclosed below, our Company has not undertaken any merger, amalgamation or revaluation of assets.
176
Scheme of amalgamation between Kenson Manufacture Private Limited (“KMPL”) and our Company
(“2012 Scheme”)
KMPL was a company in the business of manufacturing poly-vinyl chloride pipes and fittings. As sanctioned by
the Bombay High Court at Panaji, Goa, on January 13, 2012, the 2012 Scheme provided for the transfer of the
entire undertaking and business of KMPL, including all its movable and immovable properties as well as other
assets, investments, powers, authorities, allotments, approvals, consents, licenses, contracts, engagements,
arrangements, rights, intellectual property rights, titles, interests, benefits and advantages of all nature and all
debts, liabilities, contingent liabilities, duties and obligations belonging to, granted or vested in favour of or
enjoyed by KMPL to our Company. Further, the 2012 Scheme, inter alia provided for the manner of vesting and
transfer of the contracts, deeds, bonds, agreements and other instruments of whatsoever nature of KMPL to our
Company, as well as for the transfer of benefits including tax exemptions, deductions, concession, subsidies,
permits, rights, and approvals, under the Income Tax Act 1961, Gujarat Value Added Tax Act, 2003, Central
Sales Tax Act, 1956, Central Excise Act, 1944 and under section 94 of the Finance Act, 1994 enjoyed by
KMPL. Furthermore, suits, appeals and other proceedings of whatever nature by or against KMPL, as well as
the employees, staff and workmen engaged by KMPL were transferred to our Company in accordance with the
2012 Scheme. KMPL stood dissolved on February 5, 2013, that being the date that the RoC took on record the
order of the Bombay High Court sanctioning the scheme.
By way of consideration, the 2012 Scheme provided for an exchange ratio of one Equity Share for every 3,000
equity shares of KMPL. Accordingly, the authorised share capital of our Company increased from ₹150,000,000
to ₹196,000,000.
The 2012 Scheme laid down various benefits in relation to the amalgamation including: (a) strengthening and
consolidation of the position of our Company; (b) capacity for resource mobilization and financial consolidation
necessary in a competitive environment; (c) greater leverage for our Company in operations planning and
process optimization, and enhanced flexibility for product state; and (d) synergy and stability of operations for
our Company, that will aid in achieving economies of scale through efficient utilization of resources and
facilities.
Acquisition of Trubore and manufacturing units at Chennai and Kolhapur from Chemplast Sanmar Limited
Through a deed of assignment dated October 22, 2012, (“Deed of Assignment”) our Company acquired the
legal and proprietary rights (including common law rights), title, interest, property, and benefit in and to certain
of the trademarks of Chemplast Sanmar Limited (“Chemplast”). Such rights in the trademark have been vested
in perpetuity in the Deed of Assignment. Separately, through sale deeds dated November 21, 2012 and October
22, 2012, our Company acquired two manufacturing plants in Kolhapur and Chennai, respectively, from
Chemplast.
Acquisition of Watsun Infrabuild Private Limited from Continuum Wind Energy (India) Private Limited
Through share purchase and shareholders agreement dated March 13, 2019, our Company has agreed to acquire
up to 120,000 equity shares of Watsun Infrabuild Private Limited (“Watsun”), such that our Company will hold
not more than 0.31% of the share capital of Watsun on a fully diluted basis for a consideration of ₹10 per equity
share. As on date, our Company holds 104,000 equity shares in Watsun.
Material Agreements
A. Share Purchase and Shareholders’ Agreements
Share Subscription Agreement (“SSA”) and Shareholders’ Agreement (“SHA”), each dated
November 20, 2019, entered into between our Company, South Asia Growth Fund II Holdings
LLC (“Investor 1”) and South Asia EBT Trust (“Investor 2”, and collectively with Investor 1,
“Investors”) and the Promoters (collectively, “Parties”)
Pursuant to the SSA, the Investors hold 5,965,000 Equity Shares of our Company as on the date of this
Red Herring Prospectus. The Investors initially subscribed to 596,500 CCPS for an aggregate
consideration of ₹1,061,770,000 which were converted into 5,965,000 Equity Shares at an issue price
of ₹ 178 per Equity Share on December 9, 2019.
177
Further, the SHA, inter alia, sets out the rights and obligations amongst the Parties thereto, and
provides certain rights, subject to certain terms and conditions, to the Investors including, inter alia, the
following:
(i.) Tag – along rights in respect of the Equity Shares proposed to be transferred by the Promoters,
subject to certain terms and conditions (“Tag Rights”).
(ii.) Pre-emptive rights in case of issue of any Equity Shares, membership interests, or other
ownership interests, or any securities convertible into, or exercisable or exchangeable for,
Equity Shares, membership interests, or other ownership interests in our Company, subject to
certain terms and conditions.
(iii.) Drag-along right, in respect of the Equity Shares required to be transferred by the Promoters
upon identification of a purchaser by the Investors, subject to certain terms and conditions
(“Drag Rights”). Further, the Investors have the right to (a.) require the Promoters to
purchase the Equity Shares held by them (“Put Option”), subject to certain terms and
conditions; and (b.) require the Company to buyback the Equity Shares held by them
(“BuyBack”), subject to certain terms and conditions.
(iv.) The Company shall approve or undertake certain matters (“Reserved Matters”), certain of
which are subject to the Investors holding at least 5% of the equity share capital of our
Company, only after having received the prior written consent of the Investors, which
includes, inter alia, (a.) change in composition of the Board of our Company or any changes
to the key managerial personnel of our Company as identified under the SHA; (b.)
appointment or removal of the Independent Director(s) of our Company; (c.) any amendment
to the Memorandum of Association and Articles of Association of our Company; (d.)
withdrawal of the Offer or variation of the terms on which the Offer is undertaken; and (e.)
filing of the updated draft red herring prospectus and the red herring prospectus with the
governmental authorities in relation to this Offer.
(v.) The Investors shall have the right to nominate up to one Director (“Investor Nominee
Director”), so long as that the Investors directly or indirectly hold at least 5% of the total
share capital of the Company on a fully diluted basis, and alternatively the right to nominate
one observer on the Board and on all committees of our Company, irrespective of the extent of
the Investors shareholding in the Company on a fully diluted basis (together the “Nomination
Rights”).
(vi.) The quorum for all meetings of our Board shall require the presence of the Investor Nominee
Director, if appointed and provided the office is not vacant for any reason whatsoever (unless
waived by him/ her in writing in respect of himself / herself).
Pursuant to the SHA, the Articles of Association was amended to reflect the above and in accordance with the
terms of the SHA, the special rights available to Investors under the SHA will automatically terminate upon
receipt of the final listing and trading approvals from the Stock Exchanges in relation to the Offer, except for
the Nomination Rights, subject to ratification of the appointment of such Director or observer, as applicable, by
the Shareholders through a special resolution in the first general meeting of our Company held after the listing
of the Equity Shares on the Stock Exchanges.
Additionally, pursuant to the SSA and the SHA, our Company has executed a letter of undertaking dated
November 20, 2019 (“Undertaking”) to adhere to the specific environmental, social, labour, health and safety
or security and environmental measures, as mutually agreed between the Investors and the Promoters, and prior
to receipt of the final listing and trading approval from the Stock Exchanges, the Undertaking shall be converted
into a policy and will be adopted by our Board to be adhered to by our Company.
B. Other Agreements
Pledge Agreement (“PA”) dated March 30, 2019, entered into between our Company, the Promoters,
Jayant Shamji Chheda HUF (one of the members of the Promoter Group), and IDBI Trusteeship Services
Limited (“Bond Trustee”, and collectively “Parties”)
Pursuant to the PA, certain Promoters and one of the Promoter Group entities, Jayant Shamji Chheda HUF, had
pledged such number of Equity Shares held by them in our Company (“Pledged Shares”) as is equivalent to
35% of the Equity Share capital of our Company on a fully diluted basis, i.e. 31,505,536 Equity Shares, in
favour of the Bond Trustee, for the benefit of the persons holding the bonds to be issued by one of the Promoter
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Group entities, Express Infra Projects LLP, (“Bond Holders”) until the date of repayment of the debt in full (as
notified by the Bond Trustee in writing) (“Final Settlement Date”). Pursuant to the allotment of the CCPS and
the letter dated November 20, 2019 executed by our Company, the Pledged Shares, in favor of the Bond
Trustee, were agreed to be increased to 33,593,286 Equity Shares, such that in terms of the PA, the number of
Pledged Shares were 35% of the Equity Share capital of our Company, on a fully diluted basis, at the time of
creation of such additional pledge. Additionally, the PA, inter alia, sets out the rights and obligations amongst
the Parties thereto, and provides certain rights subject to certain terms and conditions, to Bond Trustee (for the
benefit of the Bond Holders), including the drag – along right and non-disposal undertaking in respect of such
number of Equity Shares as held by the Promoters, Parag Jayant Chheda and Vipul Jayant Chheda (and any
other shareholder holding the shares jointly with them), as is equivalent to 16% of the Equity Share capital of
our Company on a fully diluted basis (“DR Shares”, and such right “DR Right”), until the Final Settlement
Date.
Pursuant to a letter dated November 29, 2019 from the Bond Trustee to our Company, our Promoter, Jayant
Shamji Chheda HUF and Express Infra Projects LLP, the pledge as well as the non-disposal undertaking were
released prior to the filing of this Red Herring Prospectus, subject to terms and conditions. However, in the
event the Promoter Selling Shareholders are unable to fully repay the outstanding amounts for these bonds from
the proceeds of the Offer for Sale within 2 business days of (i) the credit of proceeds of the Offer in the public
offer account opened in relation to the Offer; or (ii) the receipt of the final listing and trading approval for the
Equity Shares from the stock exchange, whichever is later, they are required to, subject to applicable law, (i)
create first ranking exclusive security interest over certain immovable properties of the Promoters for the benefit
of the Bond Holders, such that the ratio of the market value of such immovable properties to the aggregate
amounts outstanding in relation to the Bonds is at least 2.5:1; (ii) re-create the pledge and provide the non-
disposal undertaking (including making relevant filings with the depository) over such number of Equity Shares
and in such form and manner as may be satisfactory to the Bond Holders; and (iii) execute such further
documentation as may be required. For further details, please see “Risk Factors - In relation to certain bonds
issued by one of our Promoter Group entities, Express Infra Projects LLP, our Promoters and one of our
Promoter Group Entities may be required to pledge certain Equity Shares held by them. Additionally, certain of
our Promoters may be required to undertake additional obligations, including providing a non-disposal
undertaking with respect to certain of their Equity Shares. In the event they are required to create such
encumbrance and if such encumbrance is enforced, there may be a dilution of the shareholding of our
Promoters and Promoter Group and we may face certain impediments in taking decisions on certain key
strategic matters involving our Company. As a result, we may not be able to conduct our business or implement
our strategies as currently planned, which may adversely affect our business, financial condition and results of
operations. Further, any rapid sale of Equity Shares by such third parties may adversely affect the price of the
Equity Shares.” on page 20.
In accordance with the PA, our Company has provided certain undertakings to the Bond Trustee, including,
inter alia, (a) to not amend or vary authorized or issued share capital of our Company; and (b) to not amend
Memorandum of Association or Articles of Association of our Company.
Investment Framework Agreement (“IFA”) dated November 20, 2019, entered into between our
Company, the Investors, the Bond Trustee, Express Infra Projects LLP (one of the members of the
Promoter Group) and the Promoters (collectively “Parties”)
The IFA reconciles the rights of the Bond Holders pursuant to the Pledge Agreement and the rights of the
Investors pursuant to the SHA by providing for, inter alia, (a.) the Investors’ Tag Rights pursuant to SHA, shall
not be applicable to any transfer of the Pledged Shares on account of enforcement of pledge or on transfer of DR
Shares (on exercise of DR Right) pursuant to the PA; and (b) the Investors’ exercise of Drag Rights pursuant to
SHA so long as the bonds have not been paid in full, is subject to the Parties ensuring at least such number of
Equity Shares held by the Promoters are sold as a result of the exercise of the Investors’ Drag Right as are
sufficient to repay the debt in full (to the satisfaction of the Bond Trustee acting on the instructions of the Bond
Holders).
For details of agreements in relation to the business and operations of our Company, see the section titled “Our
Business” on page 150.
Holding Company
Our Company does not have a holding company.
179
Subsidiaries of our Company
Our Company does not have any subsidiaries.
Strategic and financial partnerships
Our Company does not have any strategic or financial partners.
Guarantees given by the Promoter Selling Shareholders
1. Jayant Shamji Chheda, Parag Jayant Chheda and Vipul Jayant Chheda (the “Guarantors”) have
provided personal guarantees amounting to ₹6,129.70 million as at October 31, 2019 to our lenders in
relation to the outstanding loans availed by our Company, as detailed in the section titled “Financial
Indebtedness” on page 337. In accordance with loan documents for the aforementioned facility, the
period of guarantee subsists during the tenure of the facility. Any default or failure by our Company to
repay this loan in a timely manner, or at all, could trigger repayment obligations on the part the
Guarantors. For details see ““Three of our Promoters have given personal guarantees in relation to
certain debt facilities obtained by our Company. Certain of our Promoters have given personal
guarantees and/or acted as co-borrowers in relation to certain loans and a debt facility obtained by
our Group Companies, Promoter Group Companies and/or other Promoters. In the event our
Company, Group Companies, Promoter Group Companies or other Promoters default on any of these
loan obligations, these personal guarantees may be invoked by the lenders or the co-borrowed amount
may be called for repayment, as applicable, thereby adversely affecting these Promoters’ ability to
manage the affairs of our Company and this in turn could adversely affect our business, prospects,
financial condition and results of operations.” and “Financial Indebtedness” on pages 20 and 337
respectively.
Except as stated herein, our Promoter Selling Shareholders have not provided any guarantees on behalf of our
Company to third parties which are currently outstanding.
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OUR MANAGEMENT
Under our Articles, our Company is required to have not less than three Directors and not more than 14
Directors. Our Company currently has eight Directors on its Board, including four Independent Directors. Our
Board currently has one woman Director.
Our Board
The following table sets forth the details regarding our Board as on the date of this Red Herring Prospectus:
Name, designation, address, occupation, nationality, Age (years) Other directorships

term and DIN
Jayant Shamji Chheda 73 • Accord Infra Projects Private Limited
• Pinnacle Realty Projects Private Limited
Designation: Chairman and Managing Director
Address: Room no. 1001, 10th floor, Mont Blanc, Plot no.
550, Jame Jamshed Road, Matunga C.Rly,
Mumbai, Maharashtra-400019
Occupation: Industrialist
Nationality: Indian
Term: Appointed as a Chairman and Managing Director

with effect from August 21, 2017 and is liable to
retire by rotation.*
DIN: 00013206
Parag Jayant Chheda 48 • Accord Infra Projects Private Limited
• Ace Polyplast Private Limited
Designation: Executive Director • Pinnacle Realty Projects Private Limited
Address: Room no.1002, 10th floor, Mont Blanc, Plot no.

550, Jame Jamshed Road, Matunga C.Rly,
Mumbai, Maharashtra-400019
Nationality: Indian
Term: Appointed as Executive Director for a term of three

years with effect from August 21, 2017 and is liable
to retire by rotation.
DIN: 00013222
Vipul Jayant Chheda 44 • Pinnacle Realty Projects Private Limited
Designation: Executive Director
Address: 1004, 10th Floor, Bombay Dyeing Spring Mill

Compound, Dadar (East) Mumbai 400014.
Nationality: Indian
Term: Appointed as Executive Director for a term of three
181
years with effect from August 21, 2017 and is liable
to retire by rotation.
DIN: 00013234
Rajesh R. Pai 48 • Rishabh Instruments Private Limited
• Concord Enviro Systems Private Limited
Designation: Non-executive Director • ESDS Software Solution Private Limited
Address: C-22 Mangirish Soc, L.J. Road, Mahim, Mumbai

– 400 016, Maharashtra, India
Occupation: Professional
Nationality: US citizen
Term: Not liable to retire by rotation
DIN: 02930658
Ramesh Chandak 72 • Anand Rathi Wealth Services Limited
• IndiaNivesh Fund Managers Private
Designation: Independent Director Limited
• KEC International Limited
Address: 1202, Shrushti Towers, Old Prabhadevi Road, • Parag Milk Foods Limited
Prabhadevi, Mumbai-400025 • Ram Ratna Wires Limited
• Summit Securities Limited
Occupation: Advisory and consulting
Nationality: Indian
Term: Appointed as Independent Director for a term of

three years with effect from September 16, 2017.
DIN: 00026581
Mohinder Pal Bansal 62 • Allcargo Logistics Limited
• Allnet Financial Services Private Limited
Designation: Independent Director • Avvashya CCI Logistics Private Limited
• Blacksoil Capital Private Limited
Address: 1403/B, Casa Grande Tower-1, Opp. Peninsula • Blacksoil Asset Management Private
Complex, Senapati Bapat Marg, Lower Parel, Limited
Mumbai, Maharasthra-400013 • Hindustan Cargo Limited
• K12 Techno Services Private Limited
Occupation: Business
• Navneet Education Limited
• Transindia Logistic Park Private Limited
Nationality: Indian
• Girik Wealth Advisors Private Limited
DIN: 01626343
Dilip Deshpande 68 • Hultec India Private Limited
Designation: Independent Director
Address: Kumar Peninsula, A Building,

Flat 301, Baner Pashan Link Road, Pashan
Pune-411021, Maharashtra, India.
Occupation: Professional
182
Nationality: Indian

three years with effect from June 29, 2019.
DIN: 08488986
Name: Uma Mandavgane 52 • Bloom System Private Limited
• Quantum Asset Management Company
Designation: Independent Director Private Limited
• Zee Media Corporation Limited
Address: 504, Sai Sharan, N.C. Kelkar Road, Dadar
(West), Mumbai-400028
Occupation: Service
Nationality: Indian

DIN: 03156224
*Term as approved by the Board of Directors on November 28, 2019 and subject to Shareholders’ approval.
Brief profiles of our Directors
Jayant Shamji Chheda, aged 73 years, is the Chairman and Managing Director of our Company. He has been
associated with our Company since incorporation as a Director. He has passed the Senior Secondary Certificate
Examination. He has over three decades of experience in the plastic industry. He was awarded the ‘Lifetime
Achievement Award’ at the Vinyl India Conference, 2014.
Parag Jayant Chheda, aged 48 years, is an Executive Director of our Company. He has been associated with
our Company since April 27, 1996 as a Director. He holds an associate degree in business administration from
Oakland Community College. He has over 21 years of experience in the piping industry. He was awarded the
‘Inspiring Business Leader Award’ at the Economic Times Summit, 2016 for the ‘Business and Industry’
sector.
Vipul Jayant Chheda, aged 44 years, is an Executive Director of our Company. He has been associated with
our Company since March 11, 1997 as a Director. He holds a higher secondary certificate from the Maharashtra
State Board of Secondary and Higher Secondary Education. He has over 20 years of experience in the piping
industry.
Rajesh R. Pai, aged 48 years, is a Non-executive Director of our Company. He was appointed to our Board on
November 26, 2019. He holds a master’s degree in business administration from the University of Chicago and
a master’s degree in computer science from Arizona State University. He has a bachelor’s degree in computer
engineering from the University of Bombay. He has several years of experience in private equity.
Ramesh Chandak, aged 72 years, is an Independent Director of our Company. He was appointed to our Board
on September 16, 2017. He holds a master’s degree in commerce from Nagpur University and is also a fellow
of the Institute of Chartered Accountants of India since May 12, 1976. He has also completed the program on
leading change and organizational renewal from Harvard Business School. He has been honoured with the CA
Business Leader Corporate Award by ICAI in the year 2008. He is a former president of Indian Electrical and
Electronics Manufacturers’ Association. He has over four decades of experience as a chartered accountant.
Mohinder Pal Bansal, aged 62 years, is an Independent Director of our Company. He was appointed to our
Board on September 16, 2017. He holds a bachelor’s degree in Commerce from Punjab University and he is also
a fellow of the Institute of Chartered Accountants of India. He has over three decades of experience as a
chartered accountant.
183
Dilip Deshpande, aged 68 years, is an Independent Director of our Company. He was appointed to our Board
on June 29, 2019. He holds a bachelor’s degree in science and technology (petro-chemical technology) from
Nagpur University. He has several years of experience in polymers and plastics processing industries.
Uma Mandavgane, aged 52 years, is an Independent Director of our Company. She was appointed to our Board
on September 16, 2017. She holds a bachelor’s degree in commerce from the University of Bombay. She is an
associate of the Institute of Chartered Accountants of India and is qualified as a Certified Information Systems
Auditor from ISACA, USA. She has 22 years of experience in industry and consulting.
Relationship between Directors
Except as stated below, none of our Directors are related to each other.
Name of the Directors Name of Related Director Relationship

Jayant Shamji Chheda Parag Jayant Chheda Son
Vipul Jayant Chheda Son
Parag Jayant Chheda Jayant Shamji Chheda Father
Vipul Jayant Chheda Brother
Vipul Jayant Chheda Jayant Shamji Chheda Father
Parag Jayant Chheda Brother
Terms of appointment of Executive Directors
Pursuant to a resolution of our Board dated September 25, 2017 and a resolution of our shareholders dated
September 26, 2017, Jayant Shamji Chheda was appointed as our Chairman and Managing Director.
Pursuant to resolutions of our Board dated September 25, 2017, and a shareholders’ resolution dated September
26, 2017 and agreements dated September 26, 2017 and November 27, 2019 between our Company and Jayant
Shamji Chheda governing his terms of appointment, he is entitled to the following remuneration:
Particulars Details
Salary* ₹1.20 million per month.
Perquisites Includes rent free accommodation, value of furniture,
electricity expenses, motor car including driver, and gratuity.
Commission Remuneration by way of commission, in addition to the
salary and perquisites and allowances payable, calculated
with reference to the net profits of our Company in a
particular financial year, as may be determined by the Board
of our Company at the end of each financial year, subject to
the overall ceilings stipulated in Sections 197 and 198 of the
Act. The specific amount payable to the Managing Director
will be based on performance as evaluated by the Board or a
Committee thereof duly authorized in this behalf and will be
payable annually after the Annual Accounts have been
approved by the Board.
*
Annual increments will be decided by the Board and will be based on merit as well as Company’s performance
Parag Jayant Chheda
September 26, 2017, Parag Jayant Chheda was re-appointed as our Executive Director for a term of three years.
Pursuant to resolutions of our Board dated September 25, 2017, and a shareholders’ resolution dated September
26, 2017 and agreements dated September 26, 2017 and November 27, 2019 between our Company and Parag
Jayant Chheda governing his terms of appointment, he is entitled to the following remuneration:
Particulars Details
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Particulars Details
Act. The specific amount payable to the Whole-time Director
*
Vipul Jayant Chheda
September 26, 2017, Vipul Jayant Chheda was re-appointed as our Executive Director for a term of three years.
Pursuant to resolutions of our Board dated September 25, 2017 and a shareholders’ resolution dated September
26, 2017 and agreements dated September 26, 2017 and November 27, 2019 between our Company and Vipul
Jayant Chheda governing his terms of appointment, he is entitled to the following remuneration:
Particulars Details
Act. The specific amount payable to the Whole-time Director
*
Sitting Fees/ Remuneration details of our Directors
(1) Remuneration details of our Executive Directors
Name of Director Remuneration and commission paid in Fiscal Year 2019

(in ₹million)
Jayant Shamji Chheda 13.67
Parag Jayant Chheda 11.27
Vipul Jayant Chheda 10.07
Heena Parag Chheda* 6.28
*
Heena Parag Chheda has resigned as executive director, with effect from, November 28, 2019.
(2) Details of sitting fees paid to our Independent Directors
Name of Director Sitting fees paid in Fiscal Year 2019 (in ₹ million)
Ramesh Chandak 0.08
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Name of Director Sitting fees paid in Fiscal Year 2019 (in ₹ million)
Mohindar Pal Bansal 0.05
Dilip Deshpande Nil*
Sundar Parthasarathy** 0.03
Uma Mandavgane 0.08
*
Appointed as a Director of our Company after March 31, 2019 and hence there was no sitting fees paid to him in Fiscal Year 2019.
**
Sundar Parthasarathy has resigned as Independent Director, with effect from May 13, 2019.
(3) Remuneration or sitting fees payable to our Non-executive Director
Rajesh R. Pai, our Non-executive Director, is not entitled to payment of any remuneration or sitting fees by our
Company.
Bonus or profit sharing plan for our Directors
Our Company does not have a bonus or profit sharing plan for our Directors.
Shareholding of our Directors in our Company
Our Articles do not require our Directors to hold any qualification shares.
Except as stated in the sub-section titled “Shareholding of our Promoters and other members of our Promoter
Group” in the section titled “Capital Structure” on page 81, our Directors do not have any other interest in our
Company.
Service contracts with Directors
There are no service contracts entered with any of our Directors which provide for benefits upon termination of
employment.
Interest of Directors
All of our Directors may be deemed to be interested to the extent of fees, if any, payable to them for attending
meetings of the Board or a committee thereof as well as to the extent of other remuneration and reimbursement
of expenses, if any, payable to them.
Further, our Executive Directors may also be regarded as interested in the Equity Shares held by them or that
may, pursuant to this Offer, be subscribed by or Allotted to them, their relatives, or to the companies, firms,
trusts, in which they are interested as directors, members, partners, trustees and promoters.
Our Executive 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 held by them.
Our Executive Directors are also directors and/or promoters of certain of our Group Companies and may be
deemed to be interested to the extent of transactions made between our Company and the Group Companies, if
any.
Interest in promotion of our Company
Except as stated in the section titled “Promoter and Promoter Group” on page 200, our Directors have no
interest in the promotion of our Company as of the date of this Red Herring Prospectus, except in the ordinary
course of business.
Interest in property
Except as stated below, our Directors have no interest in any property acquired by our Company within the two
years preceding the date of this Red Herring Prospectus, or proposed to be acquired by our Company or in any
transaction for acquisition of land, construction of buildings and supply of machinery, etc:
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1. Leave and license agreement between Jayant Shamji Chheda, Tarla Jayant Chheda and our Company
for lease of the premises situated at Flat No. 10-A, 10th Floor, “Mont Blanc” Building, 550, Jam e-
Jamshed Road, Matunga, Mumbai – 400 019 measuring approximately 1,271.77 square feet for a
period of five years from March 1, 2013 to February 28, 2018. The agreement was renewed for a
period of five years from March 1, 2018 to February 28, 2023. In terms of the renewed lease
agreement, our Company is required to pay ₹ 0.19 million per month to Jayant Shamji Chheda and ₹
0.19 million per month to Tarla Jayant Chheda starting from March 1, 2018. The rent is subject to an
2. Leave and license agreement between Parag Jayant Chheda and our Company for lease of the premises
situated at Flat No. 10-B, 10th Floor, “Mont Blanc” Building, 550 Jam e-Jamshed Road, Matunga,
Mumbai – 400019 measuring approximately 1,049.81 square feet for a period of five years from March
1, 2013 to February 28, 2018. The agreement was renewed for a period of five years from March 1,
2018 to February 28, 2023. In terms of the renewed lease agreement, our Company is required to pay
₹0.38 million per month to Parag Jayant Chheda starting from March 1, 2018. The rent is subject to an
3. Leave and license agreement between Vipul Jayant Chheda, Ashwini Vipul Chheda and our Company
for lease of the premises situated at Flat No. 1004-A, 1004-B, 1004-C, 10th Floor, Springs I, Bombay
Dyeing Spring Mill Compound/New Island City Centre, Dadar (East), Mumbai – 400014 measuring
approximately 2,400.69 square feet for a period of five years from March 1, 2013 to February 28, 2018.
The agreement was renewed for a period of five years from March 1, 2018 to February 28, 2023. In
terms of the renewed lease agreement, our Company is required to pay ₹ 0.38 million per month to
Vipul Shamji Chheda and ₹ 0.38 million per month to Ashwini Vipul Chheda starting from March 1,
2018. The rent is subject to an annual increase of five percent.
With respect to 1, 2 and 3 above, the rental amount was determined based on enquiries from real estate
brokers providing services in the abovementioned localities. For further details, please see “Risk
Factors - Some of our Promoters and their relatives may have interest in us other than normal
remuneration benefits or reimbursements of expenses incurred.” on page 29.
4. Memorandum of understanding entered between Prince Marketing and our Company for the premises
situated on the 8th floor of The Ruby, 29 Senapati Bapat Marg, Dadar (West), Mumbai – 400028. The
partners of Prince Marketing are Jayant Shamji Chheda, Parag Jayant Chheda, Vipul Jayant Chheda,
Tarla Jayant Chheda, Heena Parag Chheda and Ashwini Vipul Chheda. In terms of the memorandum of
understanding, Prince Marketing agreed to sell the premises to our Company for a total consideration
of ₹ 545.50 million, towards which ₹ 400.00 million has been remitted as an advance by our Company,
as of June 30, 2019 (“Advance Amount”). However, the conveyance of the premises has not been
completed between our Company and Prince Marketing and accordingly, pursuant to the agreement
dated November 26, 2019 entered into between our Company, our Promoters and Prince Marketing,
Prince Marketing has undertaken to repay the Advance Amount no later than the expiry of twenty four
months from the date on which our Company has allotted the CCPS to the Investors (“Expiration
Date”). In the event, Prince Marketing fails to repay the Advance Amount before the Expiration Date,
the Promoters shall, on behalf of Prince Marketing, settle the outstanding amounts equivalent to
Advance Amount with our Company within seven business days from the Expiration Date (“Promoter
Paying Date”). In case of any delay in settlement of the Advance Amount by the Promoter, they will
also be liable to pay an interest of 12% per annum from the Promoter Paying Date till the date of
repayment. The purchase price for the property was determined based on a valuation report as on
December 24, 2016, which was ₹440.40 million, and accounting for appreciation of the property value
due to passage of time. For further details, please see “Risk Factors - Some of our Promoters and their
relatives may have interest in us other than normal remuneration benefits or reimbursements of
expenses incurred.” on page 29.
5. Leave and license agreement between Albright Aluminium Industries (through its partner Vipul Jayant
Chheda) (“Lessor”), a firm forming part of our Promoter Group, and our Company for lease of our
Registered Office for a period of nine years from August 1, 2009 to July 31, 2018 for a consideration of
₹2,500 per month, including utility charges, which was waived by the Lessor by way of a letter dated
October 6, 2018. The agreement was renewed for a period of five years from August 1, 2018 to July
31, 2023. In terms of the renewed lease agreement, our Company is required to pay ₹ 2,000 per month
to the Lessor, excluding any applicable goods and service tax.
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For further details, please see “Related Party Transactions” on page 210.
Payment of benefits (non-salary related)
Except as disclosed above, no non-salary related amount or benefits were paid or given within the two years
preceding the date of this Red Herring Prospectus or intended to be paid or given to our Directors.
Appointment of relatives to a place of profit
Except as stated above in “Relationship between Directors”, none of the relatives of our Directors have been
appointed to an office or place of profit with our Company, except for Ashwini Vipul Chheda, in her capacity as
Head, Administration, Heena Parag Chheda, in her capacity, as Vice President - Finance and Nihar Parag
Chheda in his capacity as Assistant Vice President - Strategy.
Business interest
Except as stated in this section and the sections titled “Financial Statements – Annexure G – Note 36 - Restated
Statement of Related Party Transactions” on page 266, our Directors do not have any other interest in our
Company.
Confirmations
None of our Directors have been identified as wilful defaulters by any bank or financial institution or
consortium thereof, in accordance with the guidelines on wilful defaulters issued by the RBI.
No consideration either in cash or shares or otherwise has been paid or agreed to be paid to any of our Directors
or to the firms or companies in which they are interested, by any person, either to induce him to become, or to
qualify him as a director, or otherwise for services rendered by him or by the firm or company in which he is
interested, in connection with the promotion or formation of our Company.
Except as stated in the section titled “Financial Statements – Annexure G – Note 36 - Restated Statement of
Related Party Transactions” on page 266, none of our sundry debtors are related to our Directors in any manner.
Our Directors are not, and have not, been on the board of any listed company, during the five years preceding
the date of this Red Herring Prospectus, whose shares have been or were suspended from being traded on BSE
or NSE.
Except as stated below, none of our Directors have been or are directors on the board of listed companies which
have been or were delisted from any stock exchange(s):
Ramesh Chandak
S.No. Details Particulars

1. Name of the company: KEC International Limited (“KEC”)
2. Listed on: BSE, NSE and MCX Stock Exchange Limited
(“MCX”)
3. Date of delisting on the stock exchange(s): March 20, 2015 from MCX
4. Compulsory or voluntary delisting: Voluntary
5. Whether relisted: KEC has not been relisted
6. Reasons for delisting: Limited trading on MCX of the shares of KEC
7. Term (along with relevant dates) of directorship in the December 26, 2005 till date
above company/ies:
For details of our Directors’ association with the securities market, see the section titled “Other Regulatory and
Statutory Disclosures” on page 356.
Our Company has not provided any loans to our Directors.
Changes in our Board during the last three years
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The changes in our Board during the three years immediately preceding the date of this Red Herring Prospectus
are as follows:
Name of Director Date of change Reasons

Jayant Shamji Chheda August 21, 2017 Appointed as Chairman and Managing Director
Parag Jayant Chheda August 21, 2017 Re-appointment as Executive Director
Vipul Jayant Chheda August 21, 2017 Re-appointment as Executive Director
Ramesh Chandak September 16, 2017 Appointment as Independent Director (Additional)*
Mohinder Pal Bansal September 16, 2017 Appointment as Independent Director (Additional)*
Anup Pravin Shah September 16, 2017 Appointment as Independent Director (Additional)*
Uma Mandavgane September 16, 2017 Appointment as Independent Director (Additional)*
Anup Pravin Shah May 28, 2018 Resignation as Independent Director (Additional)
Sundar Parthasarthy June 6, 2018 Appointment as Independent Director (Additional)*
Sundar Parthasarthy May 13, 2019 Resignation as Independent Director
Dilip Deshpande June 29, 2019 Appointment as Independent Director (Additional) **
Rajesh R Pai November 26, 2019 Appointment as Non-executive Director (Additional)***
Heena Parag Chheda November 28, 2019 Resignation as Executive Director
*
The appointments and terms of the Independent Directors were regularised at the Annual General Meeting of our Company held on
August 20, 2018.
** The appointment and term of the Independent Director was regularised at the Annual General Meeting of our Company held on
September 27, 2019.

*** The appointment and term of the Non-executive Director was regularised at the Extra-ordinary General Meeting of our Company held
on November 28, 2019.
Borrowing powers
Pursuant to a resolution of the shareholders of our Company passed March 20, 2017, our Board has been
authorized to borrow in any manner, from time to time, any sum or sums of monies as may be required at its
discretion on such terms and conditions as the Board may deem fit, notwithstanding that the monies to be
borrowed by our Company together with the monies already borrowed (apart from temporary loans obtained
from our Company’s bankers in the ordinary course of business), whether secured or unsecured, will or may
exceed the aggregate of the paid up capital and free reserves of our Company, that is to say, reserves not set
apart for any specific purpose, provided that the total amount of monies so borrowed and outstanding at any
time shall not exceed ₹ 20,000.00 million at any one time.
Corporate governance
In addition to the applicable provisions of the Companies Act, 2013 with respect to corporate governance,
provisions of the SEBI Listing Regulations will also be applicable to our Company immediately upon the listing
of the Equity Shares on the Stock Exchanges.
Currently, our Board has eight Directors. We have four Independent Directors, in addition to one Managing
Director and two Executive Directors, out of which one is a woman Director, and one Non-executive Director.
Further, at least two-thirds of our Directors, other than our Independent Directors are liable to retire by rotation.
Our Company is in compliance with corporate governance norms prescribed under the SEBI Listing Regulations
and the Companies Act, 2013, particularly, in relation to appointment of independent directors to our Board and
constitution of board level committees.
Our Company undertakes to take all necessary steps to continue to comply with all the requirements under the
SEBI Listing Regulations and the Companies Act, 2013.
Board-level committees
In terms of the SEBI Listing Regulations and the provisions of the Companies Act, 2013, our Company has
constituted the following Board-level committees:
1. Audit Committee;
2. Nomination and Remuneration Committee;
3. Stakeholder’s Relationship Committee;
4. Corporate Social Responsibility Committee and
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5. IPO Committee.
Audit Committee
Our Audit Committee was constituted by a resolution of our Board dated September 16, 2017, and reconstituted
on June 29, 2019 in compliance with Section 177 of the Companies Act, 2013 and SEBI Listing Regulations.
The Committee currently consists of:
Name Position in the committee Designation

Mohinder Pal Bansal Chairman Independent Director
Ramesh Chandak Member Independent Director
Uma Mandavgane Member Independent Director
Parag Jayant Chheda Member Executive Director
Our Company Secretary is the secretary to the Audit Committee.
Scope and terms of reference:
The role of the Audit Committee shall be as follows:
(a) oversee our Company’s financial reporting process and the disclosure of its financial information to
ensure that the financial statement is correct, sufficient and credible;
(b) provide recommendation for appointment, remuneration and terms of appointment of auditors of our
Company;
(c) approve payment to statutory auditors for any other services rendered by them;
(d) review with the management, the annual financial statements and auditor's report thereon before
submission to the Board for approval, with particular reference to:
(i) matters required to be included in the Director’s Responsibility Statement to be included in the
board of directors report in terms of clause (c) of sub-Section 3 of Section 134 of the
Companies Act, 2013;
(ii) changes, if any, in accounting policies and practices and reasons for the same;
(iii) major accounting entries involving estimates based on the exercise of judgment by the
management of our Company;
(iv) significant adjustments made in the financial statements arising out of audit findings;
(v) compliance with listing and other legal requirements relating to financial statements;
(vi) disclosure of any related party transactions; and
(vii) modified opinion(s) in the draft audit report.
(e) review, with the management, the quarterly and any other partial year- period financial statements
before submission to the board of directors for their approval;
(f) review, 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 utilised for purposes other
than those stated in the offer document / prospectus / notice and the report submitted by the monitoring
agency monitoring the utilisation of proceeds of a public or rights issue, and making appropriate
recommendations to our board of directors to take up steps in this matter;
(g) review and monitor the auditor’s independence and performance, and effectiveness of audit process;
(h) approve or subsequently modify transactions of our Company with related parties;
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Explanation: The term "related party transactions" shall have the same meaning as provided in
Clause 2 (zc) of the SEBI Listing Regulations and/or the applicable Accounting Standards and/or the
Companies Act, 2013.
(i) scrutinize inter-corporate loans and investments;
(j) provide valuation of undertakings or assets of our Company, wherever it is necessary;
(k) evaluate internal financial controls and risk management systems;
(l) review, with the management, performance of statutory and internal auditors, adequacy of the internal
control systems;
(m) review 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;
(n) discuss with internal auditors of any significant findings and follow up there on;
(o) review 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;
(p) discuss 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;
(q) to look into the reasons for substantial defaults in the payment to the depositors, debenture holders,
shareholders (in case of non-payment of declared dividends) and creditors;
(r) to review the functioning of the whistle blower mechanism;
(s) approve the appointment of the Chief Financial Officer of our Company (i.e., the whole-time Finance
Director or any other person heading the finance function or discharging that function) after assessing
the qualifications, experience and background, etc. of the candidate;
(t) oversee the vigil mechanism established by our Company and the chairman of audit committee shall
directly hear grievances of victimisation of employees and directors, who use vigil mechanism to report
genuine concerns; and
(u) carry out any other function as is mentioned in the terms of reference of the Audit Committee and any
other terms of reference as may be decided by the board of directors of our Company or
specified/provided under the Companies Act, 2013 or by the SEBI Listing Regulations or by any other
regulatory authority.”
Further, the audit committee shall mandatorily review the following:
(a) management discussion and analysis of financial condition and results of operations;
(b) statement of significant related party transactions (as defined by the Audit Committee), submitted by
the management of our Company;
(c) management letters / letters of internal control weaknesses issued by the statutory auditors of our
Company;
(d) internal audit reports relating to internal control weaknesses;
(e) the appointment, removal and terms of remuneration of the chief internal auditor shall be subject to
review by the Audit Committee; and
191
(f) statement of deviations in terms of the SEBI Listing Regulations:
(i) quarterly statement of deviation(s) including report of monitoring agency, if applicable,

submitted to stock exchange(s); and
(ii) annual statement of funds utilised for purposes other than those stated in the offer
document/prospectus/notice.”
The powers of the Audit Committee shall include the following:
(a) to investigate any activity within its terms of reference;
(b) to seek information from any employee of our Company;
(c) to obtain outside legal or other professional advice; and
(d) to secure attendance of outsiders with relevant expertise, if it considers necessary.
Nomination and Remuneration Committee
Our Nomination and Remuneration Committee was constituted by a resolution of our Board dated September
16, 2017 and reconstituted on June 6, 2018, in compliance with Section 178 of the Companies Act, 2013 and
SEBI Listing Regulations. The Committee currently consists of:

Ramesh Chandak Chairman Independent Director
Mohinder Pal Bansal Member Independent Director
Our Company Secretary is the secretary to the Nomination and Remuneration Committee.
The role of the Nomination and Remuneration Committee shall be as follows:
(i) identify persons who are qualified to become directors and who may be appointed in senior
management in accordance with the criteria laid down, recommend to the board of directors their
appointment and removal and carry out evaluation of every director's performance (including that of
independent directors);
(ii) formulate the criteria for determining qualifications, positive attributes and independence of a director;
(iii) devise a policy on diversity of the Board;
(iv) determine whether to extend or continue the term of appointment of independent directors, on the basis
of the report of performance evaluation of independent directors;
(v) perform such functions as are required to be performed by the Compensation Committee under the
SEBI ESOP Regulations including the following:
(a) administering the ESOP 2017;
(b) determining the eligibility of employees to participate under the ESOP 2017;
(c) granting options to eligible employees and determining the date of grant;
(d) determining the number of options to be granted to an employee;
(e) determining the exercise price under of the ESOP 2017; and
192
(f) construing and interpreting the ESOP 2017 and any agreements defining the rights and
obligations of our Company and eligible employees under the ESOP 2017, and prescribing,
amending and/or rescinding rules and regulations relating to the administration of the ESOP
2017.
(vi) recommend to the Board a policy, relating to the remuneration for the directors, key managerial
personnel and other employees. The Nomination and Remuneration Committee, while formulating the
above policy, should ensure that:
(a) the level and composition of remuneration be reasonable and sufficient to attract, retain and
motivate directors of the quality required to run our Company successfully;
(b) relationship of remuneration to performance is clear and meets appropriate performance

benchmarks; and
(c) remuneration to directors, key managerial personnel and senior management involves a
balance between fixed and incentive pay reflecting short and long term performance
objectives appropriate to the working of our Company and its goals.
(vii) frame suitable policies, procedures and systems to ensure that there is no violation of securities laws, as
amended from time to time, including:
(a) the Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations,
1992; and
(b) the Securities and Exchange Board of India (Prohibition of Fraudulent and Unfair Trade
Practices Relating to the Securities Market) Regulations, 2003, by the trust, our Company and
its employees, as applicable.
(viii) perform such other activities as may be delegated by the Board or specified/ provided under the
Companies Act, 2013 or by the SEBI Listing Regulations or by any other applicable law or regulatory
authority.
Stakeholders Relationship Committee
Our Stakeholders Relationship Committee was constituted by a resolution of our Board dated September 16,
2017, reconstituted on November 28, 2019, in compliance with Section 178 of the Companies Act, 2013 and
SEBI Listing Regulations. The Committee currently consists of:

Ramesh Chandak Chairman Independent Director
Vipul Jayant Chheda Member Executive Director
Our Company Secretary is the secretary to the Stakeholders Relationship Committee.
The role of the Stakeholders Relationship Committee shall be as follows:
(i) The powers of the Stakeholders Relationship Committee shall be as follows:
(a) redressal of all security holders’ and investors’ grievances such as complaints related to
transfer of shares, including non receipt of share certificates and review of cases for refusal of
transfer/transmission of shares and debentures, non-receipt of balance sheet, non-receipt of
declared dividends, non-receipt of annual reports, etc. and assisting with quarterly reporting of
such complaints;
(b) giving effect to all transfer/transmission of shares and debentures, dematerialisation of shares
and re-materialisation of shares, split and issue of duplicate/consolidated share certificates,
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compliance with all the requirements related to shares, debentures and other securities from
time to time;
(c) overseeing the performance of the registrars and transfer agents of our Company and to
recommend measures for overall improvement in the quality of investor services; and
(d) carrying out such other functions as may be specified by the Board from time to time or
specified/provided under the Companies Act, 2013 or SEBI Listing Regulations, or by any
other regulatory authority.”
Corporate Social Responsibility Committee
Our Corporate Social Responsibility Committee was constituted by a resolution of our Board dated September
16, 2017, in compliance with Section 178 of the Companies Act, 2013 and SEBI Listing Regulations. The
Committee currently consists of:

Jayant Shamji Chheda Chairman Chairman and Managing Director
Our Company Secretary is the secretary to the Corporate Social Responsibility Committee.
The role of the Corporate Social Responsibility Committee shall be as follows:
(a) To formulate and recommend to the board, a Corporate Social Responsibility Policy which shall
indicate the activities to be undertaken by the company as specified in Schedule VII of the Companies
Act, 2013 and make any revisions therein as and when decided by the Board;
(b) To recommend the amount of expenditure to be incurred on the activities referred to in (a);
(c) To monitor the Corporate Social Responsibility Policy of the company from time to time;
(d) To do such other acts, deeds and things as may be required to comply with the applicable laws; and
(e) To perform such other activities as may be delegated by the Board or specified/ provided under the
Companies Act, 2013 or by the SEBI Listing Regulations or statutorily prescribed under any other law
or by any other regulatory authority.”
IPO Committee
Our IPO Committee was constituted by a resolution of our Board dated September 16, 2017 and reconstituted on
June 6, 2018. The Committee currently consists of:

Parag Jayant Chheda Chairman Executive Director
Jayant Shamji Chheda Member Chairman and Managing Director
Mohinder Pal Bansal Member Independent Director
Our Company Secretary is the secretary to the IPO Committee.
The role of the IPO Committee shall be as follows:
(i) to decide, in consultation with the BRLMs, on the IPO size (including any reservation for employees,
and/or any other reservations or firm allotments as may be permitted, green shoe option and/ or any
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rounding off in the event of any oversubscription), timing, pricing (price band, issue price, including to
anchor investors etc.) and all other terms and conditions of the IPO, including the price, premium,
discount (as permitted under Applicable Laws) and to make any amendments, modifications, variations
or alterations thereto;
(ii) to make applications to the Stock Exchanges for in-principle approval for listing of its equity shares
and file such papers and documents, including a copy of the DRHP filed with Securities and Exchange
Board of India, as may be required for the purpose;
(iii) to take all actions as may be necessary or authorized, in connection with the Offer for Sale, including
taking on record the approval of the Offer for Sale, extending the Bid/Offer period, revision of the
Price Band, allow revision of the Offer for Sale portion in case any Selling Shareholder decides to
revise it, in accordance with the Applicable Laws;
(iv) to invite the existing shareholders of our Company to participate in the IPO to offer for sale Equity
Shares held by them at the same price as in the IPO;
(v) authorisation of any director or directors of our Company or other officer or officers of our Company,
including by the grant of power of attorney, to do such acts, deeds and things as such authorised person
in his/her/their absolute discretion may deem necessary or desirable in connection with the issue, offer
and allotment/transfer of the Equity Shares;
(vi) giving or authorising any concerned person to give such declarations, affidavits, certificates, consents
and authorities as may be required from time to time;
(vii) to appoint and enter into arrangements with the BRLMs, underwriters, syndicate members, brokers,
advisors, escrow collection banks, registrars, refund banks, public issue account banks, monitoring
agency, legal counsel, advertising agencies and any other agencies or persons or intermediaries to the
IPO and to negotiate and finalise the terms of their appointment;
(viii) to seek, if required, the consent of the lenders to our Company and/or the lenders to the subsidiaries of
our Company, industry data providers, parties with whom our Company has entered into various
commercial and other agreements including without limitation customers, suppliers, strategic partners
of our Company, any concerned government and regulatory authorities in India or outside India, and
any other consent, approval or waiver that may be required in connection with the IPO, if any;
(ix) to approve the list of ‘group companies’ of our Company, identified pursuant to the materiality policy
adopted by the Board, for the purposes of disclosure in the DRHP, RHP and the Prospectus;
(x) to make applications to, seek clarifications and obtain approvals from, if necessary, the RBI, the SEBI
or any other statutory or governmental authorities in connection with the IPO and, wherever necessary,
incorporate such modifications/ amendments/ alterations/ corrections as may be required in the DRHP,
the RHP and the Prospectus;
(xi) to negotiate, finalise, settle, execute and deliver or arrange the delivery of the BRLMs’ mandate or
engagement letter, the offer agreement, registrar agreement, syndicate agreement, underwriting
agreement, cash escrow agreement, share escrow agreement and all other documents, deeds,
agreements, memorandum of understanding and other instruments whatsoever, including any
amendment(s) or addenda thereto , including with respect to the payment of commissions, brokerages
and fees, with the BRLMs, registrar to the IPO, legal advisors, auditors, Stock Exchanges and any other
agencies/intermediaries in connection with the IPO with the power to authorise one or more officers of
our Company to negotiate, execute and deliver all or any of the aforestated documents;
(xii) to open and operate any bank account(s) required of our Company for the purposes of the IPO and the
Pre-IPO Placement, including the cash escrow account, the public issue account as may be required.
(xiii) deciding the pricing and all other related matters regarding the Pre-IPO Placement, including the
execution of the relevant documents with the investors in consultation with the BRLMs and in
accordance with Applicable Laws;
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(xiv) approving the DRHP, RHP and the Prospectus (including amending, varying or modifying the same, as
may be considered desirable or expedient) and the preliminary and final international wrap for the IPO
together with any addenda, corrigenda and supplement thereto as finalised in consultation with the
BRLMs, in accordance with all applicable laws, rules, regulations, notifications, circulars, orders and
guidelines and take all such actions as may be necessary for filing of these documents including
incorporating such alterations/corrections/modifications as may be required by and to submit
undertakings/certificates or provide clarifications to SEBI or any other relevant governmental and
statutory authority;
(xv) seeking the listing of the Equity Shares on any Indian stock exchange, submitting the listing application
to such stock exchange and taking all actions that may be necessary in connection with obtaining such
listing;
(xvi) to issue receipts/allotment letters/confirmation of allocation notes either in physical or electronic mode
representing the underlying Equity Shares in the capital of our Company with such features and
attributes as may be required and to provide for the tradability and free transferability thereof as per
market practices, regulations and applicable law, including listing on one or more Stock Exchanges,
with power to authorise one or more officers of our Company to sign all or any of the aforestated
documents;
(xvii) to make applications for listing of the Equity Shares on the Stock Exchange for listing of the Equity
Shares of our Company and to execute and to deliver or arrange the delivery of necessary
documentation to the Stock Exchanges and to take all such other actions as may be necessary in
connection with obtaining such listing;
(xviii) accept and appropriate proceeds of the Fresh Issue in accordance with the Applicable Laws;
(xix) to do all such deeds and acts as may be required to dematerialise the Equity Shares of our Company
and to sign and/or modify, as the case may be, agreements and/or such other documents as may be
required with National Securities Depository Limited, Central Depository Services (India) Limited,
registrar and transfer agents and such other agencies, as may be required in this connection with power
to authorise one or more officers of our Company to execute all or any of the aforestated documents;
(xx) to authorise and approve the incurring of expenditure and payment of fees, commissions, remuneration
and expenses in connection with the IPO;
(xxi) to withdraw the DRHP or the RHP or to decide not to proceed with the IPO at any stage in accordance
with the SEBI ICDR Regulations and applicable laws;
(xxii) to do all such acts, deeds, matters and things and execute all such other documents, etc. as it may, in
consultation with the BRLMs, deem necessary or desirable for the IPO, including without limitation,
determining the anchor investor portion and allocation to Anchor Investors, finalizing the basis of
allocation and allotment of Equity Shares to the successful allottees and credit of Equity Shares to the
demat accounts of the successful allottees in accordance with Applicable Laws and any documents or
instruments so executed and delivered or acts and things done or caused to be done by committee shall
be conclusive evidence of the authority of the committee in so doing;
(xxiii) to settle all questions, remove any difficulties or doubts that may arise from time to time in regard to
the IPO, including with respect to the issue, offer or allotment of the Equity Shares, terms of the IPO,
utilisation of the IPO proceeds, appointment of intermediaries for the IPO and such other issues as it
may, in its absolute discretion deem fit;
(xxiv) to take such action, give such directions, as may be necessary or desirable as regards the IPO and to do
all such acts, matters, deeds and things, including but not limited to the allotment of Equity Shares
against the valid applications received in the IPO, as are in the best interests of our Company;
(xxv) to negotiate, finalise, settle, execute and deliver any and all other documents or instruments and doing
or causing to be done any and all acts or things as may be deemed necessary, appropriate or advisable
in order to carry out the purposes and intent of the foregoing or in connection with the IPO. Any
documents or instruments so executed and delivered or acts and things done or caused to be done by
196
the Board shall be conclusive evidence of the authority of the Board in so doing; and
(xxvi) to delegate any of the powers mentioned in (i) to (xxv) to such persons as the IPO Committee may
deem necessary.
Management Organization Chart
Key Management Personnel
Jayant Shamji Chheda, Parag Jayant Chheda and Vipul Jayant Chheda, our Executive Directors are also Key
Management Personnel of our Company as per Section 2(51) of the Companies Act, 2013. For a brief profile of
our Executive Directors, see “- Brief Profiles of our Directors” on page 183.
The details of our other Key Management Personnel as of the date of this Red Herring Prospectus are as
follows:
Shyam Kishanchand Sharda, aged 48 years, is our Chief Financial Officer. He has been employed with our
Company since January 21, 2015. He has a bachelor’s degree in commerce from Jodhpur (Rajasthan)
University. He is also an associate of the Institute of Chartered Accountants of India. He has previously worked
with S. Kumar Nationwide Limited as senior vice-president-finance & group accounts, United Phosphorus
Limited as deputy general manager-finance. He has approximately 20 years of experience in the field of finance,
accounts and taxation. He received a gross remuneration of ₹ 7.91 million in Fiscal Year 2019.
Pravin Jogani, aged 35 years, is our Company Secretary and Compliance Officer. He joined our Company on
December 2, 2019 as a Senior Manager (Secretarial). He has passed the bachelor of management studies degree
examination held by University of Mumbai and bachelor’s degree in law examination held by University of
Mumbai. He is a fellow member of the Institute of Company Secretaries of India. He has previously worked
with NRB Industrial Bearings Limited, Raymond Limited and L&T Finance Limited. He has over 8 years of
experience in the field of secretarial and compliance. Since he was appointed in Fiscal 2020, he did not receive
any remuneration for Fiscal 2019.
Hemant Kumar, aged 61 years, is our Vice President – Sales and Marketing. He has been employed with our
Company since April 17, 2006. He holds a bachelor’s degree in science from University of Poona and a diploma
in marketing management from the Symbiosis Institute of Management. He has previously worked with Varsha
Agro Plast Private Limited as a sales manager. He has several years of experience in the field of marketing. He
received a gross remuneration of ₹ 6.20 million in Fiscal Year 2019.
Ashok Mehra, aged 53 years, is the Vice President – Sales and Marketing of our Company. He has been
employed with our Company since April 6, 2017. He holds a bachelor’s degree in engineering (mechanical) and
a master’s degree in marketing management from Mumbai University. He has previously worked with Jaquar &
Company Private Limited as a general manager, Pidilite Industries Limited as team head, Sherwin-Williams
Paints India Private Limited as director-sales, and Birla Yamaha Limited as area sales manager. He has several
197
years of experience in the field of sales & marketing. He received a gross remuneration of ₹ 5.87 million in
Fiscal Year 2019.
Prakash Hegde, aged 51 years, is our Head, Human Resources Department. He has been employed with our
Company since June 3, 2013. He holds a diploma degree in labour law (honours) from Bharatratna Dr.
Babasaheb Ambedkar Institute of Management and Legal Research and a postgraduate certificate in human
resource management from Xavier School of Management. He has completed the part-time executive
programme in human resource management from Indian Institute of Management, Lucknow. He holds a
master’s degree in of social work from Shivaji University, Kolhapur. He has previously worked with TBZ
Limited as group head- H.R & admin and Bharat Gears Limited as group head- H.R and P&A. He has several
years of experience in the field of HR and administration functions. He received a gross remuneration of ₹ 6.31
million in Fiscal Year 2019.
Umesh Pillai, aged 45 years, is National Head – Trubore of our Company. He has been employed with our
Company since June 3, 2019. He holds a post graduate diploma in business management from SVKM’S
NMIMS (deemed to be University), Mumbai, and bachelor’s degree in electrical engineering from Sambalpur
University. He has previously worked with PPG Asian Paints Private Limited, and Godrej and Boyce Mfg. Co.
Ltd. He has several years of experience in the field of sales and marketing. Since he was appointed in Fiscal
2020, he did not receive any remuneration for Fiscal 2019.
Vininder Singh Baweja, aged 39 years, is the Chief Operating Officer of our Company. He has been employed
with our Company since July 26, 2019. He holds a bachelor of engineering degree from Punjab Technical
University and master of business administration degree from Indian Institute of Technology, Roorkee. He has
previously worked with Eicher Motors Limited as Deputy Manager – IT and with Hindustan Unilever Limited
as Head GCo Big Rocks Programme. He has over 16 years of experience in the field of information technology
(IT). Since he was appointed in Fiscal 2020, he did not receive any remuneration for Fiscal 2019.
All the Key Management Personnel are permanent employees of our Company.
Relationship among Key Management Personnel
Except as disclosed in “- Relationship between Directors” on page 184, none of our Key Management Personnel
are related to each other.
Bonus or profit sharing plan for the Key Management Personnel
There is no bonus or profit sharing plan for our Key Management Personnel.
Shareholding of Key Management Personnel in our Company
Except as disclosed in “-Shareholding of our Directors” on page 186, none of our Key Management Personnel
hold Equity Shares as on the date of this Red Herring Prospectus.
Service contracts with Key Management Personnel
Our Company has not entered into any service contracts, pursuant to which its officers, including its Directors
and Key Management Personnel, are entitled to benefits upon termination of employment.
Except statutory benefits upon termination of their employment with our Company or superannuation, no officer
of our Company including Directors or Key Management Personnel, are entitled to any benefit upon termination
of employment or superannuation.
Interest of Key Management Personnel
Except as disclosed above in “- Interest of Directors” on page 186, none of our Key Management Personnel
have any interest in our Company except to the extent of their shareholding in our Company, remuneration,
benefits and reimbursement of expenses incurred by them in the ordinary course of business.
Contingent and deferred compensation payable to our Directors or Key Management Personnel
198
There is no contingent or deferred compensation payable to our Directors or Key Management Personnel which
does not form part of their remuneration.
Changes in Key Management Personnel during the last three years

For details of changes in our Executive Directors during the last three years, see “- Changes in our Board during
the last three years” on page 188.
The changes in our Key Management Personnel during the three years immediately preceding the date of this
Red Herring Prospectus are as follows:
Name Date of change Reason

Ashok Mehra April 6, 2017 Appointment as National Head-Sales and Marketing
Shailesh Bhaskar April 24, 2017 Appointment as Company Secretary
Ram Manohar Prasad March 16, 2018 Resignation as Head of Manufacturing
Shailesh Bhaskar May 10, 2019 Resignation as Company Secretary
Umesh Pillai June 3, 2019 Appointment as National Head – Trubore
Vininder Singh Baweja July 26, 2019 Appointment as Chief Operating Officer
Aayushi Kishan Poddar November 7, 2019 Appointment as Company Secretary
Aayushi Kishan Poddar December 2, 2019 Resignation as Company Secretary
Pravin Jogani December 9, 2019 Appointment as Company Secretary
Employee stock option and stock purchase schemes
We do not have any employee stock options or stock purchase schemes except for the ESOP 2017, which was
approved pursuant to resolutions of our Board dated August 21, 2017, and a shareholders’ resolution dated
September 15, 2017. For details of the ESOP 2017, see the section titled “Capital Structure” on page 81.
Payment of non-salary related benefits to officers of our Company
Except as disclosed in this section, there is no benefit paid or given to any officer of our Company in the two
years preceding the date of filing of this Red Herring Prospectus or is proposed to be paid, other than in the
ordinary course of their employment.
Arrangements and understanding with major shareholders, customers, suppliers or others
Pursuant to the SHA, Investors have nominated Rajesh R. Pai as the Non-executive Director to our Board. For
details, please see the section titled “History and Certain Corporate Matters – Material Agreements”.
Pursuant to the SSA, our Company has entered into corresponding employment agreements dated November 27,
2019, with each of our Executive Directors. For details, please see the section titled “Our Management - Terms
of appointment of Executive Directors”.
Further, pursuant to the SSA, our Company has also entered into corresponding employment agreements dated
November 26, 2019 and November 27, 2019, with two of our Key Management Personnel, namely, Shyam
Kishanchand Sharda and Prakash Hegde, respectively. For details, please see the section titled “Our
Management - Key Management Personnel”.
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OUR PROMOTERS AND PROMOTER GROUP
Our Promoters
The Promoters of our Company are:
1. Jayant Shamji Chheda;

2. Tarla Jayant Chheda;
3. Parag Jayant Chheda;
4. Vipul Jayant Chheda; and
5. Heena Parag Chheda.
For details of the build-up of our Promoters’ shareholding in our Company, see the section titled “Capital
Structure – Notes to Capital Structure” on page 81.
The details of our Promoters are as follows:
Identification Particulars Details

Voter ID Number ZHS4525838
Driving License Number MH0120100026414
Address 1001, 10th floor, Mont Blanc, Plot no. 550, Jame Jamshed
Road, Matunga C. Rly, Mumbai 400 019, Maharashtra,
India
Jayant Shamji Chheda, aged 73 years, one of our Promoters, is the Chairman and Managing
Director of our Company. For further details see the section titled “Our Management” on page
174.
Tarla Jayant Chheda

Driving License Number No driving license
India
Tarla Jayant Chheda, aged 72 years, is one of our Promoters. She is a homemaker and is not
involved in the day to day management of our Company. She has completed her matriculation
from Premier School, Dadar, Mumbai.
Parag Jayant Chheda

Driving License Number MH01 19940029446
India
Parag Jayant Chheda, aged 48 years, one of our Promoters, is an Executive Director of our
Company. For further details, see the section titled “Our Management” on page 174.
200
Vipul Jayant Chheda

Address 1004, 10th Floor, Bombay Dyeing Spring Mill Compound,
Dadar (East) Mumbai 400 014, Maharashtra, India.
Vipul Jayant Chheda, aged 44 years, one of our Promoters, is an Executive Director of our
Company. For further details see the section titled “Our Management” on page 174.
Heena Parag Chheda

India
Heena Parag Chheda, aged 48 years, is one of our Promoters. She is the Vice President –
Finance of our Company. She has been associated with Prince Marketing, a member of the
Promoter Group, since 2004, and with our Company as Vice President – Finance and
Accounts from 2009 - 2016 and she was a Director in our Company from October 1, 2016 to
November 28, 2019. She holds a bachelor’s degree in commerce from the University of
Bombay. She has over 14 years of experience in the piping industry.
We confirm that the details of the PAN, bank account numbers and passport numbers of our Promoters have
been submitted with the Stock Exchanges at the time of submission of the Draft Red Herring Prospectus with
Interest of Promoters
Interest of Promoters in the promotion of our Company
Our Promoters are interested in our Company to the extent of the promotion of our Company and to the extent
of their shareholdings and/or directorships in our Company, leave and license agreements entered into with our
Company and the dividend declared and due, if any, by our Company. For further details, see the section titled
“Capital Structure” and “Our Management” on pages 81 and 174, respectively.
Interest of Promoters in the property of our Company
Except as stated in the section “Our Management” on page 174, our Promoters do not have any interest in any
property acquired by our Company within two years preceding the date of the Draft Red Herring Prospectus or
proposed to be acquired by our Company or in any transaction for acquisition of land, construction of buildings
and supply of machinery etc.
Interest of Promoters in our Company other than as a Promoters
Except as stated in the sections titled “Our Business”, “Our Management”, “History and Certain Corporate
Matters”, “Financial Indebtedness” and “Related Party Transactions” on pages 150, 181, 174, 337 and 210,
respectively, our Promoters do not have any interest in our Company other than as promoters.
Interest of Promoters in Intellectual Property
Our Promoters are not interested in any entity which holds any intellectual property rights that are used by our
Company.
Other ventures of our Promoters
201
Our Promoters are not involved with any other ventures, except as disclosed in this Red Herring Prospectus.
Further, our Promoters are not involved in any venture that is in the same line of activity or business as that of
our Company.
Payment of amounts or benefits to our Promoters or Promoter Group during the last two years
Except as stated in the sections titled “Related Party Transactions”, “Our Management – Interest of Directors –
Interest in Property”, and “History and Certain Corporate Matters” on pages 210, 161, and 174 respectively, no
amount or benefit has been paid or given by our Company to our Promoters or members of our Promoter Group
in the two years preceding the date of the Draft Red Herring Prospectus or intended to be paid or given by our
Company to our Promoters or members of our Promoter Group.
Related party transactions
Except as stated in the section titled “Related Party Transactions” on page 210, our Company has not entered
into any related party transactions with our Promoters.
Guarantees
Except as stated in the section titled “Risk Factor - Three of our Promoters have given personal guarantees in
relation to certain debt facilities obtained by our Company. Certain of our Promoters have given personal
guarantees and/or acted as co-borrowers in relation to certain loans and a debt facility obtained by our Group
Companies, Promoter Group Companies and/or other Promoters. In the event our Company, Group
Companies, Promoter Group Companies or other Promoters default on any of these loan obligations, these
personal guarantees may be invoked by the lenders or the co-borrowed amount may be called for repayment, as
applicable, thereby adversely affecting these Promoters’ ability to manage the affairs of our Company and this
in turn could adversely affect our business, prospects, financial condition and results of operations.” on page
20, our Promoters have not provided any guarantees to third parties.
Confirmations
Our Company has not made any payments in cash or otherwise to our Promoters or to the firms or companies in
which our Promoters are interested as members, directors or promoters nor have our Promoters been offered any
inducements to become directors or otherwise to become interested in any firm or company, in connection with
the promotion or formation of our Company.
None of our sundry debtors are related to our Promoters in any manner.
There has been no change in control of our Company in the last five years.
Disassociation by Promoters in the last three years
Our Promoters have not disassociated themselves from any company or firm in the three years preceding the
date of the Draft Red Herring Prospectus.
Outstanding litigation
Except as disclosed in the section titled “Outstanding Litigation and Material Developments – Litigation
Involving our Promoters” on page 344, there is no litigation or legal action pending or taken by a ministry,
department of the government or statutory authority during the last five years preceding the date of this Red
Herring Prospectus against our Promoters.
Promoter Group
(a) Natural persons
The natural persons who are part of our Promoter Group (being the immediate relatives of our Promoters), apart
from our Promoters mentioned above, are as follows:
S. No. Name Relation with Promoters

1. Arvind Shamji Chheda Brother of Jayant Shamji Chheda
202
S. No. Name Relation with Promoters
2. Ashwini Vipul Chheda Wife of Vipul Jayant Chheda
3. Bharti Navin Shah Mother-in-law of Vipul Jayant Chheda
4. Dhairya Vipul Chheda Son of Vipul Jayant Chheda
5. Fenila Perin Gala Sister-in-law of Vipul Jayant Chheda
6. Gunvanti Jayantilal Gada Mother of Heena Parag Chheda
7. Gresha Vipul Chheda Daughter of Vipul Jayant Chheda
8. Jayantilal Kalyanji Gada Father of Heena Parag Chheda
9. Kishore Shamji Chheda Brother of Jayant Shamji Chheda
10. Madhuriben Harakhchand Sister of Jayant Shamji Chheda
Gala
11. Manjula Pravin Chheda Sister of Tarla Jayant Chheda
12. Mansukh Kooverji Shah Brother of Tarla Jayant Chheda
13. Mulchand Shamji Chheda Brother of Jayant Shamji Chheda
14. Navin Umarshi Shah Father-in-law of Vipul Jayant Chheda
15. Nihar Parag Chheda Son of Parag Jayant Chheda and Heena Parag Chheda
16. Prabha Shantilal Gada Sister of Tarla Jayant Chheda
17. Surendra Kooverji Gala Brother of Tarla Jayant Chheda
18. Vaishali Hitesh Shah Daughter of Jayant Shamji Chheda and Tarla Jayant Chheda, Sister of Parag
Jayant Chheda and Vipul Jayant Chheda
19. Vijay Navin Shah Brother-in-law of Vipul Jayant Chheda
20. Vimal Jayantilal Gada Brother of Heena Parag Chheda
21. Viral Parag Nandu Sister of Heena Parag Chheda
(b) Companies and entities
The companies and entities that form part of our Promoter Group are as follows:
S. No. Name of Promoter Group Entity

Companies
1. Ace Polyplast Private Limited
2. Accord Infra Projects Private Limited
3. Arena Realty Private Limited
4. Growth Avenues Asset Advisors Private Limited
5. Nehal Imports Private Limited
6. Pinnacle Realty Projects Private Limited
7. Prince Containers Private Limited
8. Prince Multiplast Private Limited
9. Rashmi Shelter Private Limited
Firms
10. Aditya Developers
11. Albright Aluminium Industries
12. Amar Plastics
13. Amardeep Udyog
14. Arena Developers
15. Arena Enterprise
16. Arena Realty
17. Ashvi Ventures LLP
18. Bharti Enterprise
19. Ellora Chemical Works
20. Express Infra Projects LLP
21. First Place Trading LLP
22. Gayatri Associates
23. Hermana Ventures LLP
24. JSC Ventures LLP
25. Nihar Investment
26. Nirag Ventures LLP
27. Parshwanath Corporation
28. Prince Infra Ventures LLP
29. Prince Marketing
30. Vijay Associates
HUFs
203
S. No. Name of Promoter Group Entity
31. Arvind Shamji Chheda HUF
32. Jayantilal Kalyanji Gada HUF
33. Jayant Shamji Chheda HUF
34. Kalyanji Kunverji Gada HUF
35. Mulchand Shamji Chheda HUF
36. Navin Umarshi Shah HUF
37. Parag Jayant Chheda HUF
38. Vimal Jayantilal Gada HUF
39. Vipul Jayant Chheda HUF
Trusts
40. Jayant Shamji Chheda Charitable Trust
41. Prince Foundation
42. VS Family Trust
Shareholding of the Promoter Group in our Company
For details of the shareholding of our Promoter Group, please see the section titled “Capital Structure – Notes to
Capital Structure” on page 81.
Other Confirmations
Our Promoters and members of our Promoter Group have not been prohibited or debarred from accessing or
operating in capital markets or restrained from buying, selling or dealing in securities under any order or
direction passed by SEBI or any other regulatory or governmental authority. Further, there have been no
violations of securities laws committed by any of them in the past or are currently pending against them.
Our Promoters, relatives of our Promoters and members of our Promoter Group have not been declared as
Wilful Defaulters.
Our Promoters are not and have never been a promoter, director 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.
204
OUR GROUP COMPANIES
In terms of the SEBI ICDR Regulations, for the purpose of identification of ‘group companies’, our Company
has considered companies covered under applicable accounting standards in the Restated Financial Statements;
and other companies as considered material by our Board. Pursuant to a resolutions of our Board dated
September 24, 2018 and November 28, 2019 for the purpose of disclosure in the Draft Red Herring Prospectus,
this Red Herring Prospectus and the Prospectus, a company shall be considered material if: (i) it is a member of
the promoter group in terms of Regulation 2(1)(zb) of the SEBI ICDR Regulations, and has entered into one or
more transactions with our Company in the most recent financial year and any stub period (in respect of which
restated financial statements are included in the Draft Red Herring Prospectus, this Red Herring Prospectus and
the Prospectus) that cumulatively exceed 10.00% of the total revenue of our Company for the preceding
financial year, as covered in the Restated Financial Statements; or (ii) it is not disclosed as a related party in the
Restated Financial Statements for the period covered therein (“Relevant Period”), but would, for a period
subsequent to the Relevant Period, require disclosure in the financial statements of our Company for such
subsequent period, as a related party, as per the definition specified under applicable accounting standards.
It is clarified that companies which, subsequent to the Relevant Period have ceased to be related parties of our
Company in terms of applicable accounting standards shall not be considered as ‘Group Companies’.
Based on the foregoing, and pursuant to the IPO Committee resolution dated November 28, 2019, our Group
Companies, in descending order of their turnover, are as follows:
(i) Ace Polyplast Private Limited;

(ii) Pinnacle Realty Projects Private Limited; and
(iii) Accord Infra Projects Private Limited.
The details of our Group Companies are provided below.
(i) Ace Polyplast Private Limited
Ace Polyplast Private Limited (“Ace”) was originally incorporated on December 3, 2007 under the
Companies Act, 1956, with the Registrar of Companies, Maharashtra, Mumbai. Subsequently, the
registered office was shifted to Goa with effect from January 18, 2011 under the Registrar of
Companies, Goa, Daman and Diu. Its CIN is U17210GA2007PTC006572 and its registered office is
situated at Plot number 1, Honda Industrial Estate, Phase II, Honda Sattari, Honda, Goa 403 530, India.
Ace is enabled under its objects to carry on the business of, inter alia, processing, texturing, crimping,
spinning, twisting, weaving, knitting, testing, throwing, reeling etc of yarn, cloth and fabrics made from
wastes, cotton, and wool. Ace is also enabled to manufacture, import, export, process and deal in
natural and synthetic resins, rubber, moulding powders, adhesive, paints colours, varnish, enamels and
spirit in all its objects. Ace is currently engaged in the business of trading of raw materials like PVC
resin, polypropylene, CPVC resin, compound and plastic chemicals.
Our Promoters, Parag Jayant Chheda and Heena Parag Chheda are directors on the board of Ace.
Shareholding pattern
The shareholding pattern of Ace, based on its issued capital as of the date of this Red Herring
Prospectus is as follows:
S. No Name of shareholder Number of equity shares Percentage of

equity capital
(%)
1. Jayant Shamji Chheda 220,022 8.52
2. Parag Jayant Chheda 976,322 37.81
3. Vipul Jayant Chheda 625,500 24.23
4. Heena Parag Chheda 760,000 29.44
Total 2,581,844 100.00
Interest of the Promoters
205
Except to the extent of their shareholding and/or directorship as detailed above and related party
transactions between Ace and our Company as disclosed in the section “Related Party Transactions”
on page 210, our Promoters have no other interest in Ace.
Financial information
The following information has been derived from the audited financial statements of Ace for the last
three Financial Years.
(in ₹ million)
Particulars Fiscal Fiscal Fiscal
Year 2019 Year 2018 Year 2017
Equity capital 25.82 25.82 25.82
Reserves and surplus (excluding revaluation reserves) 52.11 39.39
50.49
Sales/Turnover 56.28 1,244.36 1,569.28
Profit/(Loss) after tax 1.67 11.10 13.91
Basic EPS (in ₹ 0.63 5.39
4.30
Diluted EPS (in ₹) 0.63 4.30 5.39
Net asset value per share (in ₹) 30.18 29.55 25.26
There are no significant notes of the auditors in relation to the aforementioned financial statements.
(ii) Pinnacle Realty Projects Private Limited
Pinnacle Realty Projects Private Limited (“Pinnacle”) was originally incorporated on May 18, 1999 as
“Pinnacle Electronics Private Limited” under the Companies Act, 1956, with the Registrar of
Companies, Goa, Daman and Diu. Pinnacle subsequently underwent a change in name from “Pinnacle
Electronics Private Limited” to “Pinnacle Realty Private Limited” with effect from March 28, 2007. Its
CIN is U31300DD1999PTC0002689 and its registered office is situated at Plot number 68/10(2),
Somnath Kachigam Road, near Dabhel Sub-station, Nani, Daman 396 210.
Pinnacle is enabled under its objects to carry on the business of, inter alia, buying, leasing, or
otherwise acquiring or disposing any land, house, buildings or other property, with or without
machinery. Pinnacle is currently engaged in the business of buying, selling, leasing of properties.
Our Promoters Jayant Shamji Chheda, Parag Jayant Chheda and Vipul Jayant Chheda are directors on
the board of Pinnacle.
The shareholding pattern of Pinnacle, based on its issued capital as of the date of this Red Herring

equity capital
(%)
2. Tarla Jayant Chheda 16,500 9.82
4. Vipul Jayant Chheda 16,400 9.76
5. Heena Parag Chheda 26,000 15.48
6. Ashwini Vipul Chheda 26,600 15.83
7. Jayant Shamji Chheda HUF 16,500 9.82
8. Parag Jayant Chheda HUF 16,500 9.82
9. Vipul Jayant Chheda HUF 16,500 9.82
Total 168,000 100.00
206
Except to the extent of their shareholding and/or directorship as detailed above, guarantees to the extent
of ₹ 200.00 million given by all our Promoters, on behalf of Pinnacle for certain of its borrowings and
related party transactions between Pinnacle and our Company as disclosed in the section “Related
Party Transactions” on page 210, our Promoters have no other interest in Pinnacle.
The following information has been derived from the audited financial statements of Pinnacle for the
last three Financial Years.
(in ₹ million)
Particulars Fiscal Fiscal Fiscal
Year 2019 Year 2018 Year 2017
Reserves and surplus (excluding revaluation reserves) 41.29 49.53 68.09
Sales/Turnover Nil 221.46 17.92
Profit/(Loss) after tax (8.24) (18.57) 75.19
Basic EPS (in ₹) (49.04) (110.51) 447.57
Diluted EPS (in ₹) (49.04) (110.51) 447.57
Net asset value per share (in ₹) 255.76 304.80 415.30
(iii) Accord Infra Projects Private Limited
Accord Infra Projects Private Limited (“Accord”) was originally incorporated on November 29, 2007
under the Companies Act 1956, with the Registrar of Companies, Mumbai. Its CIN is
U45203MH2007PTC176301 and its registered office is situated at Ruby House, B- Wing, 4th Floor, J.
K. Sawant Marg, Dadar (West), Mumbai, Maharashtra-400028 India.
Accord is enabled under its objects to carry on the business of inter alia purchasing or otherwise
acquiring or leasing of lands, houses, buildings, sheds and other fixtures. Accord is currently engaged
in the business of purchasing, leasing of properties.
Our Promoters Jayant Shamji Chheda and Parag Jayant Chheda are directors on the board of Accord.
The shareholding pattern of Accord, based on its issued capital as of the date of this Red Herring

equity capital
(%)
Total 55,844 100.00
Except to the extent of their shareholding and/or directorship as detailed above and related party
transactions between Accord and our Company as disclosed in the section “Related Party
Transactions” on page 210, our Promoters have no other interest in Accord.
The following information has been derived from the audited financial statements of Accord for the last
three Financial Years.
207
(in ₹ million)
Particulars Fiscal Year Fiscal Year Fiscal Year
2019 2018 2017
Reserves and surplus (excluding revaluation reserves) (0.58) (0.56) (0.55)
Sales/Turnover Nil Nil Nil
Profit/(Loss) after tax (0.023) (0.004) (0.02)
Basic EPS (in ₹) (0.40) (0.07) (0.34)
Diluted EPS (in ₹) (0.40) (0.07) (0.34)
Net asset value per share (in ₹) (0.04) 0.02 0.09
Interest of Group Companies in our Company
(a) Interest in the promotion of our Company and other interests
Except as disclosed in the section titled “Related Party Transactions” on page 210, none of our Group
Companies have any interest in the promotion or any business interest or other interests in our
Company.
(b) In the properties acquired by our Company in the past two years preceding the filing of the Draft
Red Herring Prospectus with SEBI or proposed to be acquired by it
None of our Group Companies are interested in the properties acquired by our Company in the two
years preceding the filing of the Draft Red Herring Prospectus with SEBI or proposed to be acquired by
it.
(c) In transactions for acquisition of land, construction of building and supply of machinery etc.
None of our Group Companies are interested in any transactions for the acquisition of land,
construction of building or supply of machinery etc.
Common Pursuits between the Group Companies and our Company
There are no common pursuits between any of our Group Companies and our Company.
Related business transactions within the Group Companies and significance on the financial performance
of our Company
See the section titled “Related Party Transactions” on page 210.
Sale/Purchase between Group Companies and our Company
Except as stated in the section titled “Related Party Transactions” on page 210 with respect to Ace Polyplast
Private Limited, none of our Group Companies are involved in any sales or purchase with our Company where
such sales or purchases exceed in value in the aggregate of 10% of the total sales or purchases of our Company.
Defunct Group Companies
None of our Group Companies are defunct and no application has been made to the Registrar of Companies for
striking off the name of any of our Group Companies during the five years preceding the date of filing of the
Draft Red Herring Prospectus.
Sick Group Companies
None of our Group Companies fall under the definition of sick industrial companies under Sick Industrial
Companies (Special Provisions) Act, 1985, or declared insolvent or bankrupt. Further no winding up, insolvency
or bankruptcy proceedings have been initiated against them.
208
Loss making Group Companies
Except for Pinnacle and Accord, none of our Group Companies have incurred losses in the preceding three
Fiscal Years. See the section titled “Risk Factors – Some of our Group Companies have incurred losses in the
past three fiscal years. Further, one of our Group Companies had a negative net worth as at March 31, 2019.”
on page 38.
Other confirmations
None of the Group Companies are listed or have failed to list on any stock exchange in any recognised stock
exchange in India or abroad or have made any public or rights issue of securities in preceding three years.
Except for Accord, none of the Group Companies had a negative net worth in the past three Fiscal Years. For
further details, please the section titled “Risk Factors - Some of our Group Companies have made losses in the
past three Fiscal Years. Further, one of our Group Companies had a negative net worth as at March 31, 2016.”
on page 38.
None of the Group Companies have been debarred from accessing the capital market for any reason by the SEBI
or any other authorities.
None of the Group Companies have been identified as Wilful Defaulters.
None of the Group Companies have committed any violations of securities laws in the past and no proceedings
in relation to violations of securities laws is pending against them.
209
RELATED PARTY TRANSACTIONS
For details of the related party transactions of our Company during the last five Fiscal Years, as per the
requirements under Indian Accounting Standard 24 “Related Party Disclosures”, see the section titled
“Financial Statements – Annexure G – Note 36 - Restated Statement on Related party disclosure as per Ind AS
24” on page 266.
210
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 the Companies Act.
The dividend, if any, will depend on a number of factors, including but not limited to the future expansion plans
of our Company and capital requirements, profit earned during the fiscal year, and surpluses, contractual
restrictions, liquidity and applicable taxes including dividend distribution tax payable by our Company. In
addition, our ability to pay dividends may be impacted by restrictive covenants under the loan or financing
arrangements our Company is currently availing of or may enter into to finance our fund requirements for our
business activities. For further details, see the section titled “Financial Indebtedness” on page 337.
The dividends declared by our Company on the Equity Shares in each of the Fiscal Years 2014, 2015, 2016,
2017, 2018 and 2019, as per our Restated Financial Statements are given below:
Particulars Financial Performance

(For the Fiscal Year)
2014 2015 2016 2017 2018 2019

Face value per share 10 10 10 10 10 10
(in ₹)
Dividend (in ₹ Nil Nil Nil Nil Nil Nil
million)
Dividend per share Nil Nil Nil Nil Nil Nil
(in ₹)
Rate of dividend Nil Nil Nil Nil Nil Nil
(%)
Dividend Nil Nil Nil Nil Nil Nil
Distribution Tax
(%)
Our Company does not have a formal dividend policy. The amount paid as dividends in the past is not
necessarily indicative of our dividend policy or dividend amounts, if any, in the future. For details in relation to
the risks involved, see the section titled “Risk Factors” on page 17.
211
SECTION V – FINANCIAL INFORMATION
FINANCIAL STATEMENTS
[Page intentionally left blank]
212
To
The Board of Directors,
Plot No.1,
Honda Industrial Estate,
Phase II,
Honda Sattari Honda
Goa 403 530
Date: November 22, 2019
Dear Sirs,
1. We have examined, the attached Restated Financial Information of Prince Pipes and Fittings Limited
(the “Company”), which comprise the Restated Summary Statements of Assets and Liabilities as at
June 30, 2019, March 31, 2019, 2018, 2017, 2016, 2015 and 2014, the Restated Summary
Statements of Profit and Loss (including other comprehensive income) and Restated Summary
Statements of changes in equity for the three months ended June 30, 2019 and each of the years
ended March 31, 2019, 2018, 2017, 2016 and the Restated Summary Statements of Profit and Loss
for the years ended March 31, 2015 and 2014 and Restated Summary Statements of Cash Flows for
the three months ended June 30, 2019 and for each of the years ended March 31, 2019, 2018, 2017,
2016, 2015 and 2014 and the Summary of Significant Accounting Policies read together with the
annexures and notes thereto and other restated financial information explained in paragraph 4 and
5 below (collectively, the “Restated Financial Information”), as approved by the Board of Directors
of the Company at their meeting held on November 22, 2019 for the purpose of inclusion in the
Offer Documents prepared by the Company in connection with its proposed initial public offer of
equity shares by way of a fresh issue and an offer for sale by certain of the existing shareholders (the
“Offer”).
The Restated Financial Information is prepared in terms of the requirements of:

a) Section 26 of Part I of Chapter III of the Companies Act, 2013 ("the Act");
b) Relevant provisions of the Securities and Exchange Board of India (Issue of Capital and
Disclosure Requirements) Regulations, 2009 (“the ICDR Regulations") as amended from time to
time in pursuance of provisions of Securities and Exchange Board of India Act, 1992; and
c) The Guidance Note on Reports in Company Prospectuses (Revised 2016) issued by the Institute
of Chartered Accountants of India (“ICAI”) as amended from time to time (“the Guidance Note”).
2. The preparation of the Restated Financial Information is the responsibility of the management of
the Company (“Management”) for the purpose set out in paragraph 9 below. The Management’s
responsibility includes designing, implementing and maintaining adequate internal control relevant
to the preparation and presentation of the Restated Financial Information. The Management is also
responsible for identifying and ensuring that the Company complies with the Act, ICDR Regulations
and the Guidance Note. Our responsibility is to examine the Restated Financial Information and
confirm whether such Restated Financial Information comply with the requirements of the Act, ICDR
Regulations and the Guidance Note.
213
3. We have examined such Restated Financial Information taking into consideration:
a) The terms of reference and terms of our engagement agreed upon with the Company in
accordance with our engagement letter dated August 01, 2017 and addendum thereon dated
November 15, 2019 in connection with the proposed Offer;
b) The Guidance Note;
c) The Guidance Note on Reports or Certificates for Special Purposes (Revised 2016), which include
the concepts of test checks and materiality. This Guidance Note requires us to obtain reasonable
assurance based on verification of evidence supporting the Restated Financial Information. This
Guidance Note also requires that we comply with the ethical requirements of the Code of Ethics
issued by the Institute of Chartered Accountants of India.
d) The requirements of Section 26(1)(b) of the Act read with applicable provisions within Rule 4 to
6 of the Rules and the ICDR Regulations. Our work was performed solely to assist you in meeting
your responsibilities in relation to your compliance with the Act, the ICDR Regulations and the
Guidance Note in connection with the IPO.
4. These Restated Financial Information have been compiled by the Management as follows:
a) As at and for the three months ended June 30, 2019: from the audited financial statements of
the Company as at and for the three months ended June 30, 2019 prepared in accordance with
Indian Accounting Standards (Ind AS) prescribed under Section 133 of the Companies Act 2013,
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 October 25, 2019 and
audited by us and on which we issued our report dated October 25, 2019;
b) As at and for the year ended March 31, 2019: from the audited financial statements of the
Company as at and for the year ended March 31, 2019 prepared in accordance with Indian
Accounting Standards (Ind AS) prescribed under Section 133 of the Companies Act 2013, 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 June 29, 2019 and audited by us
and on which we issued our report dated June 29, 2019;
c) As at and for the year ended March 31, 2018: from the audited financial statements of the
Company as at and for the year ended March 31, 2018 prepared in accordance with Indian
Accounting Standards (Ind AS) prescribed under Section 133 of the Companies Act 2013, 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 June 06, 2018 and audited by us
and on which we issued our report dated June 06, 2018;
214
d) As at and for the year ended March 31, 2017: from the audited special purpose financial
statements of the Company as at and the year ended March 31, 2017, prepared in accordance
with Ind AS as prescribed under section 133 of the Companies Act, which have been approved
by the Board of Directors at its meeting held on June 06, 2018 and audited by us and on which
we issued our report dated June 06, 2018;
e) As at and for the year ended March 31, 2016: from the audited financial statements of the
Company as at and for the year ended March 31, 2016, prepared in accordance with Accounting
Standards (Indian GAAP) prescribed under Section 133 of the Companies Act, 2013 read with
Rule 7 of the Companies (Accounts) Rules 2014, and the other relevant provisions of the Act,
which has been approved by the Board of Directors at their meeting held on September 10,
2016 and audited by us and on which we issued our report dated September 10, 2016. The
audited financial statements of the Company as at and for the year ended March 31, 2016 have
been converted into Ind AS to align accounting policies, exemptions and disclosures as adopted
for the preparations of the first Ind AS financial statements for the year ended March 31, 2018.
The Restated Financial Information as at and for the year ended March 31, 2016 is referred to as
“the Proforma Ind AS Restated Financial Information”;
f) As at and for the year ended March 31, 2015: from the audited financial statements of the
Standards (Indian GAAP) prescribed under Section 133 of the Companies Act, 2013 read with
Rule 7 of the Companies (Accounts) Rules 2014, and the other relevant provisions of the Act,
which have been approved by the Board of Directors at their meeting held on September 21,
2015 and audited by us and on which we issued our report dated September 21, 2015; and
g) As at and for the year ended March 31, 2014: from the audited financial statements of the
Standards (Indian GAAP) prescribed under Section 211 (3C) of the Companies Act, 1956 read
with the Companies Accounting Standard Rules (2006), which have been approved by the Board
of Directors at their meeting held on September 05, 2014 and audited by us and on which we
issued our report dated September 05, 2014.
5. Based on our examination and in accordance with the requirements of the Act, the ICDR Regulations
and the Guidance Note and terms of our engagement agreed with you, we report that:
a) The Restated Summary Statement of Assets and Liabilities of the Company, as at June 30, 2019,
March 31, 2019, 2018, 2017 and 2016 under Ind AS as set out in Annexure A and as at March 31,
2015 and 2014 under Indian GAAP as set out in Annexure I, have been arrived at after making
adjustments and regrouping/reclassifications as in our opinion were appropriate and more fully
described in Annexure F and V respectively – Statement on Material Adjustments to prepare
restated financial information.
b) The Restated Summary Statement of Profit and Loss (including other comprehensive income) of
the Company, for the three months ended June 30, 2019 and for each of the years ended
March 31, 2019, 2018, 2017 and 2016 under Ind AS, as set out in Annexure B and The Restated
Summary Statement of Profit and Loss for the years ended March 31, 2015 and 2014 under
Indian GAAP, as set out in Annexure II, have been arrived at after making adjustments and
regrouping/reclassifications as in our opinion were appropriate and more fully described in
215
Annexure F and V respectively – Statement on Material Adjustments to prepare restated
financial information.
c) The Restated Summary Statement of changes in equity of the Company, for the three months
ended June 30, 2019 and for each of the years ended March 31, 2019, 2018, 2017 and 2016
under Ind AS, as set out in Annexure D, have been arrived at after making adjustments and
regrouping/reclassifications as in our opinion were appropriate and more fully described in
Annexure F – Statement on Material Adjustments to prepare restated financial information.
d) The Restated Summary Statement of Cash Flows of the Company, for the three months ended
June 30, 2019 and for each of the years ended March 31, 2019, 2018, 2017 and 2016 under Ind
AS, as set out in Annexure C, and for the years ended March 31, 2015 and 2014 under Indian
GAAP, as set out in Annexure III have been arrived at after making adjustments and regrouping /
reclassifications as in our opinion were appropriate and more fully described in Annexure F and
V respectively – Statement on Material Adjustments to prepare restated financial information.
e) Based on the above and according to the information and explanations given to us, we further
report that the Restated Financial Information:
i) have been made after incorporating adjustments for the changes in accounting policies
retrospectively in respective financial years to reflect the same accounting treatment as per
changed accounting policy for all the reporting years;
ii) have been made after incorporating adjustments and regroupings for the material amounts
in the respective financial years to which they relate; and
iii) do not contain any extra-ordinary items that need to be disclosed separately other than
those presented in the Restated Financial Information in the respective financial year and do
not contain any qualification requiring adjustments.
6. We have also examined the following restated financial information of the Company as at and for
the three months ended June 30, 2019 and each of the years ended March 31, 2019, 2018, 2017 and
2016 set out in the Annexures A to K, which has been prepared by the Management and approved
by the Board of Directors on November 22, 2019:
a) Annexure F – Statement on Material Adjustment to prepare Restated Financial

Information
b) Annexure G (note 1) – Restated statement of Property, Plant and Equipment, Capital Work
in Progress, Right of Use Assets, Intangible Assets
c) Annexure G (note 2) – Restated statement of Investments
d) Annexure G (note 3) – Restated statement of Loans
e) Annexure G (note 4) – Restated statement of Income tax Assets
f) Annexure G (note 5) – Restated statement of Other Financial Assets
g) Annexure G (note 6) – Restated statement of Other Assets
h) Annexure G (note 7) – Restated statement of Inventories
i) Annexure G (note 8) – Restated statement of Trade Receivables
j) Annexure G (note 9) – Restated statement of Cash and Cash Equivalents
216
k) Annexure G (note 10) – Restated statement of Other Bank Balances
l) Annexure G (note 11) – Restated statement of Asset classified as Held For Sale
m) Annexure G (note 12a) – Restated statement of Equity Share Capital
n) Annexure G (note 12b) – Restated statement of Other Equity
o) Annexure G (note 13) – Restated statement of Non-Current Borrowings
p) Annexure G (note 14) – Restated statement of Current Borrowings
q) Annexure G (note 15) – Restated statement of Other Financial Liabilities
r) Annexure G (note 16) – Restated statement of Provisions
s) Annexure G (note 17) – Restated statement of Lease Liabilities
t) Annexure G (note 18) – Restated statement of Deferred Tax Liabilities
u) Annexure G (note 19) – Restated statement of Trade Payables
v) Annexure G (note 20) – Restated statement of Current Tax Liabilities
w) Annexure G (note 21) – Restated statement of Other Liabilities
x) Annexure G (note 22) – Restated statement of Revenue From operations
y) Annexure G (note 23) – Restated statement of Other Income
z) Annexure G (note 24) – Restated statement of Cost of Materials Consumed
aa) Annexure G (note 25) – Restated statement of Purchase of Stock-in-trade
bb) Annexure G (note 26) – Restated statement of Changes in inventories of Finished Goods,
Work-in-Progress and Stock in Trade
cc) Annexure G (note 27) – Restated statement of Employee Benefit Expenses
dd) Annexure G (note 28) – Restated statement of Finance cost
ee) Annexure G (note 29) – Restated statement of Other Expenses
ff) Annexure G (note 1) – Restated statement of Depreciation and Amortization Expenses
gg) Annexure G (note 28) – Restated statement of Other Expenses
hh) Annexure G (note 30) – Restated statement of Capital Management (Ind AS 1)
ii) Annexure G (note 31) – Restated statement of Financial Risk Management Objective
jj) Annexure G (note 31A) – Restated statement of Classification of Financial Assets and
Liabilities
kk) Annexure G (note 32) – Restated statement of Fair Value Measurement
ll) Annexure G (note 33) – Restated statement of Contingent Liabilities and Commitments
mm) Annexure G (note 34) – Restated statement of Employee Benefits
nn) Annexure G (note 35) – Restated statement of First Time Adoption of Ind AS
oo) Annexure G (note 36) – Restated statement of Related Party Disclosures
pp) Annexure G (note 37) – Restated statement of Share Based Payments
qq) Annexure G (note 38) – Restated statement of Income Taxes
rr) Annexure G (note 38) – Restated statement of Assets Held for Disposal
ss) Annexure G (note 40) – Restated statement of Operating Segments
tt) Annexure G (note 41) – Restated statement of Earnings Per Share
uu) Annexure G (note 42) – Restated statement of Leases
vv) Annexure G (note 43) – Restated statement of Dues to Micro, Small and Medium
Enterprises
ww) Annexure G (note 44) – Restated statement of Government Grants
xx) Annexure G (note 45) – Restated statement of Revenue
217
yy) Annexure G (note 46) – Restated statement of Share Issue Expenses
zz) Annexure G (note 47) – Restated statement of Corporate Social Responsibility
aaa) Annexure G (note 48) – Restated statement of Pending Litigations
bbb) Annexure G (note 49) – Restated statement of Note on GST
ccc) Annexure H – Statement of Capitalization
ddd) Annexure I – Statement of Dividend
eee) Annexure J – Restated Statement of Accounting Ratios
fff) Annexure K – Restated Statement of Tax Shelter
According to the information and explanations given to us, in our opinion, the Restated Financial
Information and the above restated financial information contained in Annexures A to K
accompanying this report, read with Summary of Significant Accounting Policies disclosed in
Annexure E , 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.
7. We have also examined the following restated financial information of the Company as at and for
the years ended March 31, 2015 and 2014 set out in the Annexures I to VII prepared by the
Management and approved by the Board of Directors on November 22, 2019.
a) Annexure V – Statement on Material adjustment to prepare restated financial

information
b) Annexure VA (note 1) – Restated statement of Share capital
c) Annexure VA (note 2) – Restated statement of Reserves & Surplus
d) Annexure VA (note 3) – Restated statement of Long Term Borrowing
e) Annexure VA (note 4) – Restated statement of Deferred Tax Liabilities
f) Annexure VA (note 5) – Restated statement of Other Long Term Liabilities
g) Annexure VA (note 6) – Restated statement of Long Term Provision
h) Annexure VA (note 7) – Restated statement of Short Term Borrowings
i) Annexure VA (note 8) – Restated statement of Trade Payables
j) Annexure VA (note 9) – Restated statement of Other Current Liabilities
k) Annexure VA (note 10) – Restated statement of Short Term Provision
l) Annexure VA (note 11) – Restated statement of Property, Plant and Equipment, Capital Work
in Progress and Intangible Assets
m) Annexure VA (note 12) – Restated statement of Non-Current Investments
n) Annexure VA (note 13) – Restated statement of Long-Term Loans & Advances
o) Annexure VA (note 14) – Restated statement of Other Non-Current Assets
p) Annexure VA (note 15) – Restated statement of Inventories
q) Annexure VA (note 16) – Restated statement of Trade Receivables
r) Annexure VA (note 17) – Restated statement of Cash & Bank balances
s) Annexure VA (note 18) – Restated statement of Short-Term Loans & Advances
t) Annexure VA (note 19) – Restated statement of Other Current Assets
u) Annexure VA (note 20) – Restated statement of Revenue of operations
v) Annexure VA (note 21) – Restated statement of Other Income
w) Annexure VA (note 22) – Restated statement of Cost of Material consumed
218
x) Annexure VA (note 23) – Restated statement of Purchase of Stock-in-trade
y) Annexure VA (note 24) – Restated statement of Changes in inventories of Finished goods
z) Annexure VA (note 25) – Restated statement of Employee Benefit Expenses
aa) Annexure VA (note 26) – Restated statement of Finance cost
bb) Annexure VA (note 27) – Restated statement of Depreciation and amortization expenses
cc) Annexure VA (note 28) – Restated statement of Other Expenses
dd) Annexure VA (note 29) – Restated statement of Contingent liabilities & commitments
ee) Annexure VA (note 30) – Restated statement of Segment Reporting
ff) Annexure VA (note 31) – Restated statement of Leases
gg) Annexure VA (note 32) – Restated statement of Value of Import on CIF basis
hh) Annexure VA (note 33) – Restated statement of value of imported and indigenous raw
Materials
ii) Annexure VA (note 34) – Restated statement of Expenses in foreign currency during the year
jj) Annexure VA (note 35) – Restated statement of Earning in foreign currency
kk) Annexure VA (note 36) – Restated statement of Dues to Micro, small and Medium Enterprises
ll) Annexure VA (note 37) – Restated statement of Related Party disclosure as per AS 18
mm) Annexure VA (note 38) – Restated statement of Derivative Instruments
nn) Annexure VA (note 39) – Restated statement of Earnings per share
oo) Annexure VA (note 40) – Restated statement of Expenditure towards Corporate Social
Responsibility activities
pp) Annexure VA (note 41) – Restated statement of Employee Benefits
qq) Annexure VI – Restated Statement of Accounting Ratios
rr) Annexure VII – Restated Statement of Tax Shelter
According to the information and explanations given to us, in our opinion, the Restated Financial
Information and the above restated financial information contained in Annexures I to VII
accompanying this report, read with the Summary of Significant Accounting Policies disclosed in
Annexure IV, 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.
8. We have complied with the relevant applicable requirements of the Standard on Quality Control
(SQC) 1, Quality Control for Firms that Perform Audits and Reviews of Historical Financial
Information, and Other Assurance and Related Services Engagements.
9. 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.
10. We have no responsibility to update our report for events and circumstances occurring after the
date of the report.
219
11. Our report is intended solely for use of the Management and for inclusion in the offer documents to
be filed with Securities and Exchange Board of India, National Stock Exchange of India Limited, BSE
Limited and Registrar of Companies, Goa, Daman & Diu in connection with the proposed Offer. Our
report should not be used, referred to or distributed for any other purpose except with our prior
consent in writing.

(Formerly Khimji Kunverji & Co. FRN – 105146W)
Gautam V Shah
Partner (F-117348)
ICAI UDIN: 19117348AAAACP1472
Place: Mumbai
220
Annexure-A

(` in millions)
As at As at As at As at As at
Note
Particulars 30-06-2019 31-03-2019 31-03-2018 31-03-2017 31-03-2016
No
(Ind AS) (Ind AS) (Ind AS) (Ind AS) (Proforma Ind AS)
ASSETS
Non-Current Assets
Property, plant and equipment 1 3,601.26 3,595.11 3,323.72 2,636.91 2,313.83
Capital Work in Progress 1 765.85 615.08 146.77 180.32 141.26
Right-of-Use Assets 1 58.39 62.37 78.30 10.63 22.22
Goodwill 1 2.96 2.96 2.96 2.96 2.96
Other Intangible Assets 1 34.56 35.55 41.52 34.76 36.33
Financial Assets
Investments 2 9.06 7.77 7.36 7.25 5.14
Loans 3 79.72 74.22 73.43 51.49 53.77
Other Financial Assets 5 86.78 86.78
Other Non-Current Assets 6 622.55 582.19 692.25 14.47 25.66
Total Non-Current Assets 5,261.13 5,062.03 4,366.31 2,938.79 2,601.17
Current Assets
Inventories 7 2,186.58 2,010.56 2,415.17 1,742.40 1,005.18
Financial Assets
Investments 2 - - - - 9.93
Trade Receivables 8 1,904.77 2,503.61 2,393.93 2,367.37 2,389.93
Cash and Cash Equivalents 9 2.54 88.90 2.31 27.18 0.45
Other Balances with Banks 10 127.60 134.25 93.98 96.50 85.28
Loans 3 2.32 2.33 2.59 3.66 3.82
Other Financial Assets 5 2.57 1.32 2.62 0.94 3.40
Income Tax Assets (net) 4 - 5.22 - 24.34 14.69
Other Current Assets 6 657.06 595.91 451.08 403.87 419.15
4,883.44 5,342.10 5,361.68 4,666.26 3,931.83
Assets classified as held for sale 11 - - 70.78 - -
Total Current Assets 4,883.44 5,342.10 5,432.46 4,666.26 3,931.83
Total Assets 10,144.57 10,404.13 9,798.77 7,605.05 6,533.00

Equity
Equity Share Capital 12a 900.16 900.16 900.16 450.08 480.08
Other Equity 12b 3,378.40 3,107.51 2,265.63 1,975.36 1,361.67
Total Equity 4,278.56 4,007.67 3,165.79 2,425.44 1,841.75
Liabilities
Borrowings 13 981.82 1,057.69 1,461.86 1,057.62 894.63
Lease Liabilities 17 39.87 43.95 60.59 - 8.90
Other Financial Liabilities 15 160.80 160.29 162.04 154.51 139.75
Provisions 16 84.92 78.16 68.83 45.47 43.13
Deferred Tax liabilities (Net) 18 114.18 135.49 127.49 117.25 109.14
Other Liabilities 21 - - 5.10 - -
Total Non-Current Liabilities 1,381.59 1,475.58 1,885.91 1,374.85 1,195.55
Current Liabilities
Borrowings 14 1,609.34 1,456.78 1,698.33 1,887.64 1,858.87
Lease Liabilities 17 16.42 16.64 17.50 8.90 10.53
Trade Payables - MSME 19 32.63 46.11 50.03 67.79 49.86
Trade Payables - Other than MSME 19 1,671.18 2,105.52 1,919.98 953.40 941.56
Other Financial Liabilities 15 1,033.72 1,114.69 963.83 744.36 557.98
Provisions 16 11.28 16.47 12.05 24.12 21.34
Current tax Liabilities 20 28.59 - 27.39 - -
Other Liabilities 21 81.26 164.68 57.96 118.54 55.56
Total Current Liabilities 4,484.42 4,920.89 4,747.07 3,804.75 3,495.70
Total Liabilities 5,866.01 6,396.47 6,632.98 5,179.60 4,691.25
Total Equity and Liabilities 10,144.57 10,404.13 9,798.77 7,605.05 6,533.00
Note
The above statement should be read with the Notes to Restated Summary Statements of Assets and Liabilities, Profits and Losses and Cash Flows as appearing in Annexure E, Statement of Material Adjustments to
prepare Restated Financial Information as appearing in Annexure F.
As per our report attached For and on behalf of Board of Directors
(formerly Khimji Kunverji & Co - FRN 105146W)
Jayant S. Chheda Parag J. Chheda
Managing Director Director
(DIN NO : 00013206) (DIN NO : 00013222)
Gautam V. Shah
Partner (F-117348)
Place : Mumbai Shyam K. Sharda Aayushi K. Poddar
Date : November 22, 2019 Chief Financial Officer Company Secretary
221
Annexure-B

(` in millions)
For the Three
For the year ended For the year ended For the year ended For the year ended
Note months ended
Particulars 31-03-2019 31-03-2018 31-03-2017 31-03-2016
No 30-06-2019
(Ind AS) (Ind AS) (Ind AS) (Proforma Ind AS)
(Ind AS)
Revenue from Operations 22 3,797.66 15,718.69 13,205.45 13,300.15 10,810.57
Other Income 23 4.26 71.26 60.26 24.80 5.61
Total Revenue 3,801.92 15,789.95 13,265.71 13,324.95 10,816.18
Expenses:
Cost of Materials Consumed 24 2,789.92 10,728.59 8,938.14 8,364.74 7,047.06
Purchase of Stock-in-Trade 25 62.62 340.84 461.74 1,075.44 327.43
Changes in Inventories of Finished Goods, Stock-in-
26 (163.51) 204.18 (185.60) (549.58) 87.24
Trade and Work-in-Progress
Excise duty (Refer Note 49) - - 55.05 835.19 736.89
Employee Benefit Expense 27 197.83 783.31 725.61 609.56 527.22
Finance Cost 28 73.85 364.00 361.08 363.74 334.97
Depreciation and Amortization Expenses 1 118.23 451.64 380.88 328.29 296.84
Other Expenses 29 383.67 1,802.71 1,577.14 1,338.49 1,088.54
Total Expenses 3,462.61 14,675.27 12,314.04 12,365.87 10,446.19
Profit before exceptional items and tax 339.31 1,114.68 951.67 959.08 369.99
Exceptional Items - - - - -
Profit before tax 339.31 1,114.68 951.67 959.08 369.99
Tax expense
Current tax 94.18 272.43 214.54 208.96 81.84
Deferred tax (21.56) 8.74 9.47 8.30 (7.20)
(Excess) / Short Provision for tax adjustments in
- - - - -
respect of earlier years (Net)
Total Tax Expense 72.62 281.17 224.01 217.26 74.64
Profit for the period 266.69 833.51 727.66 741.82 295.35

Items that will not be reclassified to Profit or Loss 0.97 (2.39) 2.10 (0.33) (2.80)
Income tax relating to items that will not be reclassified
(0.24) 0.74 (0.77) 0.18 0.93
to profit or loss
Items that will be reclassified to Profit or Loss 1.63 0.61 4.18 (10.29) -
Income tax relating to items that will be reclassified to
profit or loss
Total Other Comprehensive Income 2.36 (1.04) 5.51 (10.44) (1.87)
Total Comprehensive Income for the year 269.05 832.47 733.17 731.38 293.48
Earning per equity share

41
(Face Value per Share Rs 10 each) (Not Annualised)
Basic (in `) 2.96 9.26 8.08 7.85 3.18
Diluted (in `) 2.96 9.26 8.08 7.85 3.18
Note
The above statement should be read with the Notes to Restated Summary Statements of Assets and Liabilities, Profits and Losses and Cash Flows as appearing in Annexure E,
Statement of Material Adjustments to prepare Restated Financial Information as appearing in Annexure F.

Chartered Accountants Jayant S. Chheda Parag J. Chheda
(DIN NO : 00013206) (DIN NO : 00013222)
Gautam V. Shah
Partner (F-117348)
222
Annexure-C
RESTATED SUMMARY OF CASH FLOWS

(` in millions)
For the Three For the year
For the year ended For the year ended For the year ended
months ended ended
Particulars 31-03-2019 31-03-2017 31-03-2016
30-06-2019 31-03-2018
(Ind AS) (Ind AS) (Proforma Ind AS)
(Ind AS) (Ind AS)
Net Profit/ (Loss) Before Tax 339.31 1,114.68 951.67 959.08 369.99
Adjustments
Depreciation and Amortisation Expenses 118.23 451.64 380.88 328.29 296.84
Provision for Gratuity and Leave Encashment 1.56 13.75 13.51 4.53 (0.04)
Interest paid 64.69 330.27 320.87 321.55 303.89
Bank Commission and Charges paid 8.92 30.99 37.96 37.03 28.61
Employee Stock Compensation for Option granted 1.83 9.41 7.18 -
Unrealised Foreign Exchange Difference 16.53 (33.00) 23.63 (11.66) (7.13)
Mark to Market loss/ (gain) on Derivatives 5.73 6.03 (15.34) 11.07 2.83
(Gain)/ Loss on fair valuation of Investments through P&L (0.26) (0.69) (0.93) (1.84) 0.26
(Profit)/Loss on sale of Property,Plant and Equipment 6.66 (28.87) 7.65 5.69 2.19
(Profit)/Loss on sale of investments - - - (3.61) -
Dividend Received - (0.05) (0.05) (0.03) (0.06)
Operating Profit before Working Capital Changes 569.91 1,899.09 1,747.95 1,658.26 997.38
Adjustments for
Decrease/(Increase) in Inventories (176.02) 404.61 (672.78) (727.69) 120.46
Decrease/(Increase) in Trade & Other Receivables 541.25 (294.80) (195.99) 34.56 (444.16)
Increase/(Decrease) in Trade & Other Payables (571.93) 501.04 906.03 221.68 295.39
Cash Generated from Operations 363.21 2,509.94 1,785.21 1,186.81 969.07
Taxes paid (net) (60.33) (305.04) (162.82) (218.61) (75.02)
Net Cash Flow from Operating Activities (A) 302.88 2,204.90 1,622.39 968.20 894.05

Purchase of Property,Plant and Equipment (229.11) (917.98) (1,118.99) (684.70) (509.50)
Sale of Property,Plant and Equipment 1.05 84.38 82.42 1.73 12.80
Capital Advances paid (89.93) (217.03) (666.79) (9.53) (20.81)
Purchase of Non-Current Investment (1.04) - - (1.60) (11.59)
Sale of Non-Current Investment - - 0.68 15.13 -
Dividend Received - 0.05 0.05 0.03 0.06
Net Cash Flow from Investing Activities (B) (319.03) (1,050.58) (1,702.63) (678.94) (529.04)

Proceeds from Non-Current/Current (Net) Borrowings 7.69 (688.97) 424.63 254.26 (21.02)
Net Lease impacts (4.82) (18.47) (17.58) (16.74) (15.93)
Proceeds on buyback of shares - - - (147.68) -
Bank Commission and Charges paid (8.92) (30.99) (37.96) (37.03) (28.61)
Interest paid excluding Lease (64.16) (329.30) (313.73) (315.34) (299.38)
Net Cash Flow from Financing Activities (C) (70.21) (1,067.73) 55.37 (262.53) (364.94)
D. Net Increase/(Decrease) in Cash & Cash Equivalents (A+B+C) (86.36) 86.59 (24.87) 26.73 0.07
Cash and Cash Equivalents at the beginning of the year 88.90 2.31 27.18 0.45 0.38
Cash and Cash Equivalents at the end of the year 2.54 88.90 2.31 27.18 0.45
Net Increase/(Decrease) in Cash & Cash Equivalents (86.36) 86.59 (24.87) 26.73 0.07
Components of Cash and Cash Equivalents :
-Cash on hand 0.84 0.52 0.62 0.29 0.36
-Cheques on hand - - - - -
-Balances with Banks
-on current account 1.70 88.38 1.69 26.89 0.09
223
Note
1. The previous year's figures have been regrouped wherever necessary.
2. The above Cash Flow Statement has been prepared under the "Indirect Method" set out in Indian Accounting Standard (Ind AS)-7 on Statement of Cash Flow
3. The above statement should be read with the Notes to Restated Summary Statements of Assets and Liabilities, Profits and Losses and Cash Flows as appearing in Annexure E,
Statement of Material Adjustments to prepare Restated Financial Information as appearing in Annexure F.

Chartered Accountants Jayant S. Chheda Parag J. Chheda
(DIN NO : 00013206) (DIN NO : 00013222)
Gautam V. Shah
Partner (F-117348)
224
Annexure-D
RESTATED SUMMARY STATEMENT OF CHANGES IN EQUITY
Equity Share Capital (` in millions)
Particulars 30-06-2019 31-03-2019 31-03-2018 31-03-2017 31-03-2016
Balance at the beginning of the year 900.16 900.16 450.08 480.08 480.08
Changes during the year (Refer note 12) - - 450.08 (30.00) -
Balance at the end of the year 900.16 900.16 900.16 450.08 480.08
Annexure G - Notes to Restated Financial Information

Note No : 12b : Other Equity
For the Three month ended 30th June,2019 (` in millions)
Reserves and Surplus
Effective Portion of FVOCI-Equity
Particulars Capital Reserve Capital Stock Option Total
General Reserve Retained Earnings Cash Flow Hedging Instruments
Redemption Outstanding
Balance as at 1st April, 2019 48.37 30.00 - 16.59 3,018.06 (5.50) (0.01) 3,107.51
Profit for the Year (1) - - - - 266.69 - - 266.69
Remeasurement of the net defined benefit liability/asset, net of tax effect (2) - - - - 0.72 - - 0.72
Marked to Market of effective portion of cash flow hedging instruments (3) - - - - - 1.63 1.63
Equity instruments through other comprehensive income (4) - - - - - 0.01 0.01
Total Comprehensive Income ( 1+ 2 + 3 + 4 ) - - - - 267.41 1.63 0.01 269.05
Transfer to Reserves - - - - -
Net Employee Stock Compensation for Option granted
- - - 3.06 - - - 3.06
(Net off Deferred Employees Stock Option Rs.27.30 million)
Less : Options forfeited during the period - - - (1.22) - - - (1.22)
Balance at 30th June 2019 48.37 30.00 - 18.43 3,285.47 (3.87) - 3,378.40
For the year ended 31st March, 2019 (` in millions)
Balance as at 1st April, 2018 48.37 30.00 - 7.18 2,185.95 (6.11) 0.24 2,265.63
Remeasurement of the net defined benefit liability/asset, net of tax effect (2) - - - - (1.37) - - (1.37)
Marked to Market of effective portion of cash flow hedging instruments (3) - - - - - 0.61 - 0.61
Equity instruments through other comprehensive income (4) - - - - - - (0.28) (0.28)
Total Comprehensive Income ( 1+ 2 + 3 + 4 ) - - - - 832.14 0.61 (0.28) 832.47
Transfer to Reserves - - - (0.03) - 0.03 -
- - - 10.44 - - - 10.44
Balance at 31st March, 2019 48.37 30.00 - 16.59 3,018.06 (5.50) (0.01) 3,107.51

Balance as at 1st April, 2017 48.37 30.00 64.65 - 1,842.27 (10.29) 0.36 1,975.36
Remeasurement of the net defined benefit liability/asset, net of tax effect (2) - - - - 1.45 - - 1.45
Marked to Market of effective portion of cash flow hedging instruments (3) - - - - - 4.18 - 4.18
Total Comprehensive Income ( 1+ 2 + 3 + 4 ) - - - - 729.11 4.18 (0.12) 733.17
Transfer to General Reserves - - 385.43 (385.43) - - -
Utilisation on bonus shares issue - - (450.08) - - - - (450.08)
- - - 9.35 - - - 9.35
Balance at 31st March, 2018 48.37 30.00 - 7.18 2,185.95 (6.11) 0.24 2,265.63
225
Annexure-D
RESTATED SUMMARY STATEMENT OF CHANGES IN EQUITY

Balance as at 1st April, 2016 (Proforma Ind AS) 48.37 - 64.65 - 1,248.51 - 0.14 1,361.67
Profit for the year (1) - - - - 741.82 - - 741.82
Remeasurement of the net defined benefit liability/asset, net of tax effect (2) - - - - (0.38) - (0.38)
Marked to Market of effective portion of cash flow hedging instruments (3) - - - - - (10.29) (10.29)
Equity instruments through other comprehensive income (4) - - - - - - 0.22 0.22
Total Comprehensive Income ( 1+ 2 + 3 + 4 ) - - - - 741.44 (10.29) 0.22 731.37
Reserves created on buyback of shares - 30.00 - - - - - 30.00
Utilisation on buyback of shares - - - - (120.00) - - (120.00)
Tax on income distributed to shareholders - - - - (27.68) - - (27.68)
Balance at 31st March, 2017 48.37 30.00 64.65 - 1,842.27 (10.29) 0.36 1,975.36

Balance as at 1st April, 2015 (Proforma Ind AS) 48.37 - 64.65 - 952.96 - 0.27 1,066.25
Profit for the year (1) - - - - 295.35 - - 295.35
Remeasurement of the net defined benefit liability/asset, net of tax effect (2) - - - - (1.74) - - (1.74)
Total Comprehensive Income ( 1 + 2 + 3 ) - - - - 293.61 - (0.13) 293.48
Transitional reserves due to adjustment of IND AS 116 with deferred tax impact 1.94 1.94
-
Balance at 31st March, 2016 (Proforma Ind AS) 48.37 - 64.65 - 1,248.51 - 0.14 1,361.67
Note
a) Capital Reserve : The company has created capital reserves out of merger approval of Kenson Manufacture Pvt Ltd by the. Capital Reserves are mainly created during business combination for gain on bargain purchase on account of merger of Kenson Manufacture Private
Limited in the year ended March 31, 2013.
b) Capital Redemption Reserve : These reserves are created by way of buyback of shares by the Company in year ended March 31, 2017.
c) General Reserves : General reserve is created by way of transfer of profits from retained earnings for appropriation purposes.
d) Stock outstanding account: The Company has share option scheme under which option to subscribe for the Company's share have been granted to certain employees. These reserves is used to recognise the value of such equity settled share based payments.
e) Retained Earnings: These reserves are created by the company for net profits earned after reducing all appropriations and transfers.
f) Effective portion of cash flow hedges: The Company has designated cross currency swap as cash flow hedge and any effective portion of cash flow hedge is maintained in the said reserve. In case hedging becomes ineffective the amount is recognised in statement of Profit
and Loss.
g) The above statement should be read with the notes to restated summary statements of assets and liabilities,profits and losses and cash flows as appearing in Annexure-E.

(DIN NO : 00013206) (DIN NO : 00013222)
Gautam V. Shah
Partner (F-117348)

226
Annexure E - Notes to Restated Summary Statements of Assets and Liabilities , Profits and Losses and Cash Flows
1. Corporate Information
Prince Pipes and Fittings Limited (" the Company") (formerly known as Prince Pipes and Fittings Private Limited) is a limited company domiciled in India and incorporated under the provision of the Companies
Act, 1956. The Company was converted into public company with effect from 11 August 2017 and consequently the name of the Company has changed from Prince Pipes and Fittings Private Limited to Prince
Pipes and Fittings Limited. The Company's operation comprises manufacturing and selling of plastic pipes and fittings.
2. Significant Accounting Policies:

2.1 Basis of Preparation and Presentation:
The Restated Statement of Assets and Liabilities of The Prince Pipes and Fittings Limited (hereinafter referred as "the Company") as at 30th June,2019, March 31, 2019, March 31, 2018 , March 31, 2017 and March
31, 2016 and the Restated Statement of Profit and Loss and the Restated Statement of Cash Flows for the three months ended 30th June, 2019 and for the year ended March 31, 2019, March 31, 2018 , March 31,
2017 and March 31, 2016 (hereinafter collectively referred as "Restated Financial Information") have been prepared specifically for inclusion in the Offer document to be filed by the Company with the Securities and
Exchange Board of India ("SEBI") in connection with proposed initial public offering of its equity shares.
The Restated Financial Information for the period ended June 30,2019 and for the year ended March 31, 2019 and March 31, 2018 have been prepared by the by the Management from the audited statements of
the Company as at and for the three months ended June 30, 2019, for the year ended March 31, 2019 and March 31, 2018 prepared in accordance with Indian Accounting Standards (IND AS) prescribed under
Section 133 of the Companies Act 2013, 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.
The Restated Financial Information for the year ended March 31, 2017 have been prepared by the by the Management from the audited special purpose financial statements of the Company for the year ended
March 31, 2017 prepared in accordance with IND AS prescribed under Section 133 of the Companies Act 2013, 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.
The Proforma Financial Information of the Company as at and for the year ended March 31, 2016, is prepared in accordance with requirements of SEBI Circular SEBI/HO/CFD/DIL/CIR/P/2016/4 dated March 31,
2016 ("SEBI Circular"). As envisaged by the SEBI Circular, the Company has followed the same accounting policy choices (both mandatory exceptions and optional exemptions availed as per Ind AS 101) as
initially adopted on its Ind AS transition date (i.e. April 1,2016) while preparing proforma financial information for the FY 2015-16 and accordingly suitable restatement adjustments in the accounting heads have
been made in the proforma financial information. This proforma Ind AS financial information have been prepared by making Ind AS adjustments to the audited Indian GAAP financial statements as at and for
the year ended March 31, 2016.
In accordance with Ind AS 101 First- time Adoption of Indian Accounting Standard, the Company has presented a reconciliation from the presentation of restated financial information under Accounting Standards
notified under the Companies (Accounting Standards) Rules, 2006 ("Previous GAAP") to Ind AS for shareholders' Fund as at March 31, 2017 and March 31, 2016 and of the total comprehensive income for the year
ended March 31, 2017 and year ended March 31,2016.
These Restated Financial Information have been prepared to comply in all material respects with the requirements of Part I of Chapter III to the Companies Act, 2013 on Prospectus and Allotment of Securities and
the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2009 (" the SEBI Regulations") as amended from time to time.
The Financial Statements have been extracted by the Management from the Audited Financial Statements and:
• there were no audit qualifications on these financial statements,
• there were no changes in accounting policies during the years of these financial statements except on account of adoption of new IND AS 115 Revenue from contracts with customers and IND AS 116 Leases ,
• material amounts relating to adjustments for previous years in arriving at profit/loss of the years to which they relate, have been appropriately adjusted,
• adjustments for reclassification of the corresponding items of income, expenses, assets and liabilities, in order to bring them in line with the groupings as per the Audited Financial Statements of the Company as at
and for the period ended June 30, 2019 and the requirements of the SEBI Regulations, and
• the resultant tax impact on above adjustments has been appropriately adjusted in deferred tax in the respective years and the impact of current tax in respect of short/excess income tax arising out of
assessments, appeals, revised income tax returns, etc., has been adjusted in the current tax of respective years to which they relate.
These Restated Financial Information were approved by the Board of Directors of the Company on November 22, 2019.
The restated financial information have been prepared on the historical cost basis except for following assets and liabilities:
(i) Derivative Financial Instruments measured at fair value.
(ii) Certain financial assets and liabilities measured at fair value (refer accounting policy regarding financial instruments), and,
(iii) Employee’s Defined Benefit Plan as per actuarial 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 liability, the Company takes into account the characteristics of the asset or liability if market participants would
take those characteristic into account when pricing the asset or liability at the measurement date.
Fair value for measurement and/or disclosure purposes in these financial statements is determined on such a basis, except for share based payment transaction that are within the scope of Ind AS 102 Share-based
Payment, leasing transactions that are within the scope of Ind AS 116 Leases, and measurements that have some similarities to fair value but are not fair valued such as net realizable value in Ind AS 2 or value in use
in Ind AS 36 Impairment of assets.
Functional and Presentation Currency:

The financial statements are presented in Indian Rupees, which is the functional currency of the company and currency of primary economic environment in which company operates.
Operating Cycle :
The Company has ascertained its operating cycle as twelve months for the purpose of Current / Non-Current classification of its Assets and Liabilities.
An asset is treated as current when it is:
(i) Expected to be realized or intended to be sold or consumed in normal operating cycle;
(ii) Held primarily for the purpose of trading, or
(iii) Expected to be realized within twelve months after the reporting period, or
(iv) Cash or cash equivalent unless restricted from being exchanged or used to settle a liability for at least twelve months after the reporting period
All other assets are classified as non-current.
A liability is current when:

(i) It is expected to be settled in normal operating cycle.
(ii) It is held primarily for the purpose of trading,
(iii) It is due to be settled within twelve months after the reporting period, or
(iv) There is no unconditional right to defer the settlement of the liability for at least twelve months after the reporting period. Terms of liability that could result in its settlement by the issue of equity
instruments at the option of the counterparty does not affect this classification.
All other liabilities are classified as non-current.
2.2 Property, plant and equipment (PPE) :

The initial cost of PPE comprises its purchase price, including import duties and non-refundable purchase taxes, and any directly attributable costs of bringing an asset to working condition and location for its
intended use, including relevant borrowing costs and any expected costs of decommissioning. Subsequent expenditures related to an item of Property, plant and equipment assets are added to its book value
only if they meet the definition of PPE as specified in Ind AS 16 – Property, Plant and Equipment.
Expenditure/ Income during construction period (including financing cost related to borrowed funds for construction or acquisition of qualifying PPE) is included under Capital Work-in-Progress, and the same is
allocated to the respective PPE on the completion of their construction. Advances given towards acquisition or construction of PPE outstanding at each reporting date are disclosed as Capital Advances under
“Other non-current Assets”.
Material items such as spare parts, stand-by equipment and service equipment are classified as PPE when they meet the definition of PPE as specified in Ind AS 16 – Property, Plant and Equipment.
If significant part of an item of PPE have different useful life, then they are accounted for as seperate items of PPE.
2.3 Depreciation:
Depreciable amount for PPE is the cost of an PPE less its estimated residual value. Depreciation on PPE are charged based on straight line method on an estimated useful life as prescribed in Schedule II to the
Companies Act, 2013 or as per technical assessment.
Depreciation on items of property, plant and equipment acquired / disposed off during the year is provided on pro-rata basis with reference to the date of addition / disposal.
In certain classes of PPE, the Company uses different useful lives than than those prescribed in Schedule II to the Act. The useful lives have been assessed based on technical advice, taking into account the
nature of the PPE and the estimated usage of the PPE on the management's estimation of obtaining economic benefits from those classes of assets.
227
I Assets where useful life is same as Schedule II :-

Useful Life as Prescribed by Schedule II to the Companies
Assets
Act, 2013
Factory Building including Compounding Wall 30 years
Other Building 60 years
RCC Roads 10 years
Office Equipment 5 years
Vehicles - Two Wheeler 10 years
Vehicles - Four Wheeler 8 years
Furniture & Fixtures 10 years
Computer Hardware (Servers) 6 years
Computer Hardware (Others) 3 years
II Assets where useful life differ from Schedule II :-

Assets Estimated Useful Life
Buildings (Temporary structures) 5 years
Plant & Machinery (including Double and Triple Shift) 7.5 years - 10 years
Plant & Machinery (Screw & Barrel) 3 years
Moulds & Dies 7.5 years
Electrical Installation 15 years
Stores & Spares in the nature of PPE 10 years
Residual value of Plant and Machinery and building is considered as 5% of the cost and for other assets as Rs.100
2.4 Intangible assets :

Intangible assets acquired separately
Intangible assets that are acquired separately are carried at cost less accumulated amortisation and accumulated impairment, if any. The Company determines the amortisation period as the period over which
the future economic benefits will flow to the Company after taking into account all relevant facts and circumstances. The estimated useful life and amortisation method are reviewed periodically, with the effect
of any changes in estimate being accounted for on a prospective basis.
Derecognition of intangible assets
An intangible asset is derecognized on disposal, or when no future economic benefits are expected from use or disposal. Gains or losses arising from derecognition of an intangible asset are recognized in the
statement of profit and loss when the asset is derecognized.
Internally generated Intangible assets (Research and Development expenditure)
Expenditure pertaining to research is expensed as incurred. Expenditure incurred on development is capitalised if such expenditure leads to creation of an asset, otherwise such expenditure is charged to the
Statement of Profit and Loss.
Useful lives of intangible assets are as under:
Assets Estimated Useful Life
Computer Software 6 years
Brands/Trademarks 10 years
2.5 Impairment of Non-Financial Assets :

At the end of each reporting period, the Company reviews the carrying amounts of non-financial 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 impairment 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-generating unit to which the asset 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 group of cash-generating units for which a reasonable and consistent allocation basis can be identified.
Intangible assets with indefinite useful lives and intangible assets not yet available for use are tested for impairment 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 cash flows are discounted to their present value using a pre-tax discount rate
that reflects current market assessments of the time value of 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 impairment loss is recognised immediately in Statement of Profit and Loss, unless the relevant asset is carried at a revalued amount, in which case the impairment loss is treated as a revaluation decrease.
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 to the extent 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
impairment loss is recognised immediately in the Statement of Profit and Loss, unless the relevant asset is carried at a revalued amount, in which case the reversal of the impairment loss is treated as a
revaluation increase.
2.6 Non-current assets (or disposal groups) classified as held for disposal :
Non-current assets are classified as held for disposal if their carrying amount will be recovered principally through a sale transaction rather than through continuing use. Such assets are measured at lower of
their carrying amount and fair value less costs to sell
To classify any asset as "Asset held for disposal" the asset must be available for immediate sale in its present condition subject only to terms that are usual and customary for sales of such assets and its sale is
highly probable. Also, Management must be committed to the sale, which should be expected to qualify for recognition as a completed sale within a year from the date of classification. Once classified as held
for disposal, intangible assets and PPE are no longer amortised or depreciated.
2.7 Inventories :
Raw materials, fuel, stores & spare parts and packing materials:
Valued at lower of cost and net realisable value (NRV). However, these items are considered to be realisable at cost, if the finished products, in which they will be used, are expected to be sold at or above cost.
Cost is determined on first-in-first-out (FIFO) basis. The cost of inventory comprises its purchase price, including non-refundable purchase taxes, and any directly attributable costs related to the inventories.
Work-in- progress (WIP), finished goods, stock-in-trade and trial run inventories:
Valued at lower of cost and NRV. Cost of Finished goods and WIP includes cost of raw materials, direct labour, other direct costs and related production overheads upto the relevant stage of completion.
Net realisable value is the estimated selling price in the ordinary course of business, less the estimated costs of completion and the estimated costs necessary to make the sale.
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2.8 Employee Benefits :

Employee benefits include Gratuity, Provident Fund, Employee Family Pension, Employee State Insurance Scheme and Compensated Absences.
Defined benefit plans:
For defined 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. Re-
measurement, comprising actuarial gains and losses, the effect of the changes to the asset ceiling (if applicable) and the return on plan assets (excluding net interest), is reflected immediately in the Balance
Sheet with a charge or credit recognised in Other Comprehensive Income (OCI) in the period in which they occur. Re-measurement recognised in OCI is reflected immediately in retained earnings and will not be
reclassified to Statement of Profit and Loss. Past service cost is recognised in the Statement of Profit and Loss in the period of a plan amendment. Net interest is calculated by applying the discount rate at the
beginning of the period to the net defined benefit liability or asset. Defined benefit costs are categorised as follows:
(i) service cost (including current service cost, past service cost, as well as gains and losses on curtailments and settlements);
(ii) net interest expense or income; and
(iii) re-measurement
The present value of the defined benefit plan liability is calculated using a discount rate which is determined by reference to market yields at the end of the reporting period on government bonds.
The defined benefit obligation recognised in the Balance Sheet represents the actual deficit or surplus in the Company’s defined benefit plans. Any surplus resulting from this calculation is limited to the present
value of any economic benefits available in the form of refunds from the plans or reductions in future contributions to the plans.
Defined Contribution Plan:

The Company’s contribution to Provident Fund and Pension Fund is considered as defined contribution plans and are charged as an expense based on the amount of contribution required to be made and
when services are rendered by the employees. Company has no further obligation beyond its contributions
Short-term employee benefits:
The undiscounted amount of short-term employee benefits expected to be paid in exchange for the services rendered by employees are recognized during the year when the employees render the service.
These benefits include compensated absences which are expected to occur within twelve months after the end of the period in which the employee renders the related service.
Long-term employee benefits:

Accumulated compensated absences, which are expected to be availed or encashed beyond 12 months from the end of the year are treated as other long-term employee benefits. The company's liability is
actuarially determined (using the Projected Unit Credit method) at the end of each year. Actuarial losses/gains are recognised in the Statement of Profit and Loss in the year in which they arise.
Employee Share based payment:

Equity settled share based payments to employees are measured at the fair value of the equity instruments at the grant date.
The fair value determined at the grant date of the equity settled share based payments is amortised on a straight line basis over the vesting period, based on the Company’s estimate of equity instruments that
will eventually vest, with a corresponding increase in equity.
At the end of each reporting period, the Company revises its estimate of the number of equity instruments expected to vest. The impact of the revision of the original estimates, if any, is recognised in the
Statement of Profit and Loss such that the cumulative expense reflects the revised estimate, with a corresponding adjustment to the equity-settled employee benefits reserve.
2.9 Borrowing costs :

Borrowing cost (General and Specific) includes interest, amortization of ancillary costs incurred in connection with the arrangement of borrowings and exchange differences arising from foreign currency
borrowings to the extent they are regarded as an adjustment to the interest cost.
Borrowing costs directly attributable to the acquisition, construction or production of qualifying assets, which are assets that necessarily takes 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.
Interest income earned on the temporary investment of specific borrowings pending their expenditure on qualifying assets is deducted from the borrowing costs eligible for capitalization.
All other borrowing costs are recognized in the statement of profit and loss in the period in which they are incurred.
2.10 Foreign Currencies :
In preparing the financial statements of the Company, transactions in currencies other than the Company’s functional currency (i.e. foreign currencies) are recognised at the rates of exchange prevailing at the
dates of the transactions. At the end of each reporting period, monetary items denominated in foreign currencies are translated at the rates prevailing at that date. Non-monetary items carried at fair value that
are denominated in foreign currencies are translated at the rates prevailing at the date when the fair value was determined. Non-monetary items that are measured in terms of historical cost in a foreign
currency are translated using the exchange rate as at the date of initial transactions.
Exchange differences on monetary items are recognised in the Statement of Profit and Loss in the period in which they arise except for, exchange differences on foreign currency borrowings relating to assets
under construction for future productive use, which are included in the cost of those assets when they are regarded as an adjustment to interest costs on those foreign currency borrowings.
2.11 Revenue Recognition :

a Revenue from manufacturing and trading activities
Revenue is recognized on the basis of approved contracts regarding the transfer of goods or services to a customer for an amount that reflects the consideration to which the entity expects to be entitled in
exchange for those goods or services. Revenue from contract with customer are recognised when goods are dispatched and the control over the goods sold are transferred to customers.
Revenue is measured at the fair value of consideration received or receivable for the goods supplied and services rendered, net of returns, discounts and incentives to customers. Revenue excludes amount
collected on behalf of third parties viz. Goods and Service Tax (GST).
Variable consideration includes discounts and incentives provided to the customers. It is estimated at contract inception considering the terms of contract with customers and constrained until it is highly
probable that a significant revenue reversal in the amount of cumulative revenue recognised will not occur when the associated uncertainty with the variable consideration is subsequently resolved. It is
reassessed at end of each reporting period.
Generally, the Company receives short-term advances from its customers. The Company does not expect to have any contracts where the period between the transfer of goods and payment by customer
exceeds one year. Hence, the Company does not adjust revenue for the time value of money.
b Revenue from turnkey project activities

The Company recognises revenue from contracts with customers when it satisfies a performance obligation by transferring promised goods or services to customer. The revenue is recognised to the extent of
transaction price allocated to the performance obligation satisfied. For performance obligation satisfied over time, the revenue recognition is done by measuring the progress towards the same which is based on the
completion of milestone as per the terms of the contract. The Company measures the progress using the output method.
Other Income
(i) Dividend Income is accounted for when the right to receive the income is established.
(ii) Interest income is recognized on time proportion basis taking into account the amount outstanding on effective interest rate.
(iii) Difference between the sale price and carrying value of investment is recognised as profit or loss on sale / redemption on investment on trade date of transaction.
2.12 Government Grants :
Government Grants, related to assets, are recognised in the Statement of Profit and Loss on a systematic basis over the periods in which the Company recognises the related costs for which the grants are
intended to compensate.
Government grants related to income are recognised in the Statement of Profit and Loss in the period in which they become receivable.
Government grants are not recognised until there is reasonable assurance that the Company will comply with the conditions attached to them and that the grants will be received.
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2.13 Leases:
The Company, at the inception of a contract, assesses whether the contract is a lease or not lease. A contract is, or contains, a lease if the contract conveys the right to control the use of an identified asset for a
time in exchange for a consideration.
The Company recognises a right-of-use asset and a lease liability at the lease commencement date. The right-of-use asset is initially measured at cost, which comprises the initial amount of the lease liability
adjusted for any lease payments made at or before the commencement date, plus any initial direct costs incurred and an estimate of costs to dismantle and remove the underlying asset or to restore the
underlying asset or the site on which it is located, less any lease incentives received.
The right-of-use asset is subsequently depreciated using the straight-line method from the commencement date to the end of the lease term.
The lease liability is initially measured at the present value of the lease payments that are not paid at the commencement date, discounted using the the Company’s incremental borrowing rate. It is remeasured
when there is a change in future lease payments arising from a change in an index or rate, if there is a change in the Company’s estimate of the amount expected to be payable under a residual value guarantee,
or if the Company changes its assessment of whether it will exercise a purchase, extension or termination option. When the lease liability is remeasured in this way, a corresponding adjustment is made to the
carrying amount of the right-of-use asset, or is recorded in profit or loss if the carrying amount of the right-of-use asset has been reduced to zero.
The Company has chosen not to recognise right-of-use assets and lease liabilities for short-term leases that have a lease term of 12 months or less and leases of low-value assets. The Company recognises the
lease payments associated with these leases as an expense over the lease term.
2.14 Income Taxes:

Tax expense represents the sum of the current tax and deferred tax.
Current Tax
The tax currently payable is based on taxable profit for the year. Current tax is measured at the amount expected to be paid to the tax authorities, based on estimated tax liability computed after taking credit
for allowances and exemption in accordance with the local tax laws. The Company’s current tax is calculated using tax rates that have been enacted or substantively enacted by the end of the reporting period.
Deferred tax
Deferred tax is provided, on all temporary differences at the reporting date between the tax bases of assets and liabilities and their carrying amounts for financial reporting purposes. Deferred tax assets and
liabilities are measured at the tax rates that are expected to be applied to the temporary differences when they reverse, based on the laws that have been enacted or substantively enacted at the reporting
date. Tax relating to items recognised directly in equity or OCI is recognised in equity or OCI and not in the Statement Profit and Loss.
Deferred tax assets and liabilities are offset if there is a legally enforceable right to offset current tax liabilities and assets, and they relate to income taxes levied by the same tax authority.
A deferred tax asset is recognized to the extent that it is probable that future taxable profits will be available against which the temporary difference can be utilised. Deferred tax assets are reviewed at each
reporting date and are reduced to the extent that it is no longer probable.
2.15 Earnings per share :

A basic earnings per share is computed by dividing the profit/(loss) for the year attributable to equity shareholders by the weighted average number of equity shares outstanding during the year. Diluted
earnings per share is computed by dividing the profit/(loss) for the year attributable to equity shareholders by the weighted average number of equity shares considered for deriving basic earnings per share and
the weighted average number of equity shares which could have been issued on the conversion of all dilutive potential equity shares.
Potential equity shares are deemed to be dilutive only if their conversion to equity shares would decrease the net profit per share from continuing ordinary operations. Potential dilutive equity shares are
deemed to be converted as at the beginning of the period, unless they have been issued at a later date. The dilutive potential equity shares are adjusted for the proceeds receivable had the shares been actually
issued at fair value (i.e. average market value of the outstanding shares). Dilutive potential equity shares are determined independently for each period presented.
2.16 Provisions, Contingent Liabilities and Contingent Assets and Commitments :

Provisions are recognized when the Company has a present obligation (legal or constructive) as a result of a past event, it is probable that the Company will be required to settle the obligation, and a reliable
estimate can be made of the amount of the obligation.
The amount recognized as a provision is the best estimate of the consideration required to settle the present obligation at the end of the reporting period, taking into account the risks and uncertainties
surrounding the obligations. When a provision is measured using the cash flow estimated to settle the present obligation, its carrying amount is the present obligations of those cash flows (when the effect of
the time value of money is material).
When some or all of the economic benefits required to settle a provision are expected to be recovered from a third party, a receivable is recognized as an asset if it is virtually certain that reimbursement will be
received and the amount of the receivable can be measured reliably.
Contingent liabilities and Contingent assets are not recognized in the financial statements.
2.17 Financial Instruments:

Financial assets and financial liabilities are recognized when a Company becomes a party to the contractual provisions of the instruments.
Initial Recognition
Financial assets and financial liabilities are initially measured at fair value. Transaction costs that are directly attributable to the acquisition or issue of financial assets and financial liabilities (other than financial
assets and financial liabilities at fair value through profit or loss and ancillary costs related to borrowings) are added to or deducted from the fair value of the financial assets or financial liabilities, as appropriate,
on initial recognition. Transaction costs directly attributable to the acquisition of financial assets or financial liabilities at fair value through profit or loss are recognised immediately in Statement of Profit and
Loss.
Classification and Subsequent Measurement: Financial Assets

The Company classifies financial assets as subsequently measured at amortised cost, fair value through other comprehensive income (“FVTOCI”) or fair value through profit or loss (“FVTPL”) on the basis of
following:
(i) the entity’s business model for managing the financial assets and
(ii) the contractual cash flow characteristics of the financial asset.
Amortised Cost
A financial asset shall be classified and measured at amortised cost if both of the following conditions are met:
(i) the financial asset is held within a business model whose objective is to hold financial assets in order to collect contractual cash flows and
(ii) 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.
Fair Value through OCI

A financial asset shall be classified and measured at fair value through OCI if both of the following conditions are met:
(i) the financial asset is held within a business model whose objective is achieved by both collecting contractual cash flows and selling financial assets and
(ii) 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.
Where the Company has elected to present the fair value gain on equity instruments in other comprehensive income, there is no subsequent classification of fair value gain or losses to profit and loss account.
Dividend from such instruments is recognized in profit and loss account as other income where right to receive is established.
Fair Value through Profit or Loss
A financial asset shall be classified and measured at fair value through profit or loss unless it is measured at amortised cost or at fair value through OCI. All recognised financial assets are subsequently measured
in their entirety at either amortised cost or fair value, depending on the classification of the financial assets. For financial assets at fair value through profit or loss, net gain or losses, including any interest or
dividend income are recognised in the Statement of Profit and Loss.
Classification and Subsequent Measurement: Financial liabilities

Financial liabilities are classified as either financial liabilities at FVTPL or ‘other financial liabilities’.
Financial Liabilities at FVTPL

Financial liabilities are classified as at FVTPL when the financial liability is held for trading or are designated upon initial recognition as FVTPL. Gains or Losses on liabilities held for trading are recognised in the
Statement of Profit and Loss.
Other Financial Liabilities

Other financial liabilities (including borrowings and trade and other payables) are subsequently measured at amortised cost using the effective interest method. Interest expense (based on effective interest
method), foreign exchange gains and losses and any gain or loss on derecognition is recognised in the Statement of Profit and Loss.
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Impairment of financial assets
Financial assets, other than those at FVTPL, are assessed for indicators of impairment at the end of each reporting period. The Company recognises a loss allowance for expected credit losses on financial asset.
In case of trade receivables, the Company follows the simplified approach permitted by Ind AS 109 – Financial Instruments for recognition of impairment loss allowance. The application of simplified approach
does not require the Company to track changes in credit risk. The Company calculates the expected credit losses on trade receivables using a provision matrix on the basis of its historical credit loss experience.
Derecognition of financial assets

The Company derecognises a financial asset when the contractual rights to the cash flows from the asset expire, or when it transfers the financial asset and substantially all the risks and rewards of the asset or
if, the Company has neither transferred nor retained substantially all risk and reward of the asset, but has transferred control of the asset to another party.
On derecognition of a financial asset, other than investments classified as FVOCI, in its entirety, the difference between the asset’s carrying amount and the sum of the consideration received and receivable and
the cumulative gain or loss that had been recognised in other comprehensive income and accumulated in equity is recognised in profit or loss if such gain or loss would have otherwise been recognised in profit
or loss on disposal of that financial asset.
On derecognition of equity investments classified as FVOCI, accumulated gains or loss recognised in OCI is transferred to retained earnings.
Financial liabilities and equity instruments:

(i) Classification as debt or equity
Debt and equity instruments issued by the Company are classified as either financial liabilities or as equity in accordance with the substance of the contractual arrangements and the definitions of a financial
liability and an equity instrument.
(ii) Equity instruments

An equity instrument is any contract that evidences a residual interest in the assets of an entity after deducting all of its liabilities. Equity instruments issued by a Company are recognised at the proceeds
received.
2.18 Cash and cash equivalents :
Cash and cash equivalents in the Balance Sheet comprise cash at bank, Cheques and Cash in hand and short-term deposits with banks that are readily convertible into cash which are subject to insignificant risk
of changes in value and are held for the purpose of meeting short-term cash commitments.
2.19 Derivative financial instruments :

The Company enters into derivative financial instruments viz. foreign exchange forward contracts and cross currency swaps to manage its exposure to interest rate, foreign exchange rate risks and commodity
prices. The Company does not hold derivative financial instruments for speculative purposes.
Derivatives are initially recognised at fair value at the date the derivative contracts are entered into and are subsequently remeasured to their fair value at the end of each reporting period. The resulting gain or
loss is recognised in profit or loss immediately excluding derivatives designated as cash flow hedge.
2.20 Hedge accounting:
The Company designates certain hedging instruments in respect of foreign currency risk and interest rate risk price risk as cash flow hedges. At the inception of the hedge relationship, the entity documents the
relationship between the hedging instrument and the hedged item, along with its risk management objectives and its strategy for undertaking various hedge transactions. Furthermore, at the inception of the
hedge and on an ongoing basis, the Company documents whether the hedging instrument is highly effective in offsetting changes in fair values or cash flows of the hedged item attributable to the hedged risk.
The effective portion of changes in the fair value of the designated portion of derivatives that qualify as cash flow hedges is recognised in other comprehensive income and accumulated under equity. The gain
or loss relating to the ineffective portion is recognised immediately in profit or loss.
Amounts previously recognised in other comprehensive income and accumulated in equity relating to effective portion as described above are reclassified to profit or loss in the periods when the hedged item
affects profit or loss, in the same line as the recognised hedged item. However, when the hedged forecast transaction results in the recognition of a non-financial asset or a non-financial liability, such gains and
losses are transferred from equity and included in the initial measurement of the cost of the non-financial asset or non-financial liability.
Hedge accounting is discontinued prospectively when the hedging instrument expires or is sold, terminated, or exercised, or when it no longer qualifies for hedge accounting. Any gain or loss recognised in other
comprehensive income and accumulated in equity at that time remains in equity and is recognised when the forecast transaction is ultimately recognised in profit or loss. When a forecast transaction is no
longer expected to occur, the gain or loss accumulated in equity is recognised immediately in profit or loss.
2A. Critical accounting judgements and key sources of estimation uncertainty

The preparation of the Company’s financial statements requires management to make judgements, estimates and assumptions that affect 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.
Key sources of estimation uncertainty

The key assumptions concerning the future and other key sources of estimation uncertainty at the reporting date, that have a significant risk of causing a material adjustment to the carrying amounts of assets
and liabilities within the next financial year, are described below. The Company based its assumptions and estimates on parameters available when the financial statements were prepared. Existing
circumstances and assumptions about future developments, however, may change due to market changes or circumstances arising that are beyond the control of the Company. Such changes are reflected in
the assumptions when they occur.
(i) Useful lives of property, plant and equipment :
The Company uses its technical expertise along with historical and industry trends for determining the economic life of an asset/component of an asset. The useful lives are reviewed by management
periodically and revised, if appropriate. In case of a revision, the unamortised depreciable amount is charged over the remaining useful life of the assets.
(ii) Defined benefit obligation :
The cost of the defined benefit gratuity plan and the present value of the gratuity obligation are determined using actuarial valuations. An actuarial valuation involves making various assumptions that may
differ from actual developments in the future. These include the determination of the discount rate, future salary increases and mortality rates. Due to the complexities involved in the valuation and its long-
term nature, a defined benefit obligation is highly sensitive to changes in these assumptions. All assumptions are reviewed at each reporting date.
(iii) Fair value measurement of Financial Instruments :

When the fair values of financial assets and financial liabilities recorded in the balance sheet cannot be measured based on quoted prices in active markets, their fair value is measured using valuation
techniques including the Discounted Cash Flow model. The inputs to these models are taken from observable markets where possible, but where this is not feasible, a degree of judgement is required in
establishing fair values. Judgements include considerations of inputs such as liquidity risk, credit risk and volatility.
(iv) Income taxes :

Significant judgements are involved in estimating budgeted profits for the purpose of paying advance tax, determining the provision for income taxes, including amount expected to be paid/recovered for
uncertain tax positions.
(v) Revenue :
The Company uses the percentage of completion method to measure progress towards completion in respect of fixed price contracts. Percentage of completion method accounting relies on estimates of total
expected contract revenue and costs. This method is followed when reasonably dependable estimates of the revenues and costs applicable to various elements of the contract can be made.
(vi) Leases :
The Company considers all the extension-options under the commercial contract for determining the lease-term which forms the basis for the measurement of right-of-use asset and the corresponding lease-
liability.
(vii) Share-based payments :

The Company measures the cost of equity-settled transactions with employees using Black-Scholes model to determine the fair value of the liability incurred on the grant date. Estimating fair value for share-
based payment transactions requires determination of the most appropriate valuation model, which is dependent on the terms and conditions of the grant. This estimate also requires determination of the
most appropriate inputs to the valuation model including the expected life of the share option, volatility and dividend yield and making assumptions about them. The assumptions and models used for
estimating fair value for share-based payment transactions are disclosed in Note 37.
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Annexure F - Statement on Material Adjustments to prepare Restated Financial Information
I. Below mentioned is the summary of results of adjustments made in the Audited Financial Statements of the respective years and its impact on the restated summary statement of profit and loss and restated
summary statement of assets and liabilities:
(` in millions)
For the Three For the year For the year For the year For the year
months ended ended ended ended ended
Particulars Note
30-06-2019 31-03-2019 31-03-2018 31-03-2017 31-03-2016
I. Total Comprehensive Income 267.72 820.28 740.54 641.34 311.97
II. Restatement adjustments:

Exceptional item adjustment Note 1 - - - 110.17 -
Lease Accounting adjustment Note 2 1.22 1.57 (1.52) (1.06) (0.16)
Rates and taxes adjustment Note 1 - (41.03)
Total 1.22 1.57 (1.52) 109.11 (41.19)
III. Tax adjustments Note 3 0.10 10.62 (5.85) (19.07) 22.69
IV. Total Adjustments (II + III) 1.32 12.19 (7.37) 90.04 (18.49)
V Restated Total Comprehensive Income for the year (I + IV) 269.05 832.47 733.17 731.38 293.48
II Adjustment made in the opening balance of surplus in the statement of profit and loss as on 01 April, 2015
Particulars Note (` in millions)

Other Equity as on April 01, 2015 1,126.05
Adjustment on account of Restatements:-
a) Provision for EPCG Note 1 (69.14)
b) Tax Adjustments of earlier years Note 3 9.34
Total (59.80)
Other Equity as per Restated Financial Information as at

1,066.25
April 1, 2015
Notes to A & B :
1 Exceptional Item
This represents adjustment of contingent liability in respective year which got
materialised in FY 16-17
Restatement Adjustment
a. Liability pertaining to FY 13-14 : (Rs.23.62 million)
b. Liability pertaining to FY 14-15 : (Rs.45.52million)
c. Liability pertaining to FY 15-16 : (Rs.41.03million)
Adjustment to exceptional item FY 16-17 : (Rs. 110.17 million)
2 Change in Accounting Policy
There have been no changes in the accounting policies of the Company during the last four financial years, except for with respect to Ind AS 115 "Revenue from Contracts with Customers" effective from April
1, 2018, which did not have a material impact on our restated financial statements, and Ind AS 116, which the Company adopted with the date of initial application of April 1, 2019
IND AS 116 Leases
On March 30, 2019, the Ministry of Company Affairs ("MCA") notified that IND AS 116 would be effective for accounting periods beginning on or after April 1, 2019. The Company has adopted IND AS 116
'Leases' with the date of initial application being April 1, 2019, but giving effect to the adoption of IND AS 116 from April 1, 2015. The IND AS 116 replaces IND AS 17 - Leases and related interpretation and
guidance. The standard sets out principles for recognition,measurement,presentation and disclosure of leases.
IND AS 116 requires a lessee to recognise assets and liabilities for all leases with a term of more than 12 months, unless the underlying asset is of low value.
(` in millions)
For the period
Particulars ended 2018-19 2017-18 2016-17 2015-16
30-06-2019
Increase in Depreciation and Amortisation Expenses* (15.92) (11.95) (11.59) (11.59)
Increase in Finance Cost# 1.22 (0.96) (7.14) (6.21) (4.51)
Decrease in Rent and Maintenance Expenses@ 18.46 17.58 16.74 15.94
Net Adjustment 1.22 1.57 (1.52) (1.06) (0.16)
*It represents depreciation on Right-of-Use Assets, pertaining to lease arrangements recognised pursuant to implementation of Ind AS 116 "Leases". The Right-of-Use assets are depreciated over the 'lease
term' as defined under Ind AS 116 "Leases" or economic life, whichever is lower.
# It represents interest element recognised on lease liabilities pursuant to implementation of Ind AS 116 "Leases". Interest is measured using incremental borrowing rate.
@ Lease rentals pertaining to lease arrangements accounted in accordance to erstwhile Ind AS 17 "Leases", now reversed
3 Tax adjustments
This represents income tax ( current tax + deferred tax) adjustment on account of excess/ short provision pertaining to earlier year which has been now adjusted in respective year and tax adjustment on
account of restatement of financial information and impacts of taxation due to lease accounting as per IND AS 116.
III Auditor's Comments in Company Auditor's Report Order : Non - Adjusting Items :-
Statutory Auditors have made the following comments in terms with the requirements of Companies (Auditor's Report) Order, 2016 for Financial Year 2018-19 and 2017-18 and the Companies (Auditor's
Report) Order, 2015, issued by the Central Government of India in terms of sub-section 11 of Section 143 of the Companies act, 2013 of India for Financial Year 2016-17, 2015-16 and 2014-15.
FY 2018-19
Clause (vii) (a)
The Company is regular in depositing with appropriate authorities undisputed statutory dues including provident fund, employees’ state insurance, income-tax, sales tax, service tax, value added tax, excise
duty, custom duty, Goods and Service Tax, cess and other material statutory dues applicable.
According to the information and explanations given to us, no undisputed amounts payable in respect of provident fund, employees’ state insurance, income-tax, sales tax, wealth tax, service tax, value
added tax, excise duty, custom duty, Goods and Service tax, cess and other material statutory dues were outstanding, at the year end, for a period of more than six months from the date they became
payable.
Clause (vii) (b)
According to the information and explanations given to us and on the basis of our examination of the records of the Company, details of dues of Income Tax, Sales Tax, Service Tax, Duty of Customs, Duty of
Excise and Value Added Tax which have not been deposited as on March 31, 2019 on account of disputes are given below :
Period to which
Nature of the
Nature of the Statute ` in millions the amount Forum where the dispute is pending
Dues
relates
0.66 AY 1998-99 CIT (Appeals), Mumbai
4.44 AY 2001-02 Mumbai High Court
Addition to 1.80 AY 2006-07 Mumbai High Court
Income tax Act, 1961 Income under 3.34 AY 2007-08 Mumbai High Court
Income Tax 3.15 AY 2010-11 Mumbai High Court
7.76 AY 2014-15 DCIT, Mumbai
232
FY 2017-18
Clause (vii) (a)
duty, custom duty, Goods and Service Tax, cess and other material statutory dues applicable.
added tax, excise duty, custom duty, Goods and Service tax, cess and other material statutory dues were outstanding, at the year end, for a period of more than six months from the date they became
payable.
Clause (vii) (b)

According to the information and explanations given to us and on the basis of our examination of the records of the Company, details of dues of Income Tax, Sales Tax, Service Tax, Duty of Customs, Goods
and Service Tax, Duty of Excise and Value Added Tax which have not been deposited as on March 31, 2018 on account of disputes are given below :
Period to which
Nature of the
Dues
relates

Additional Commissioner of C.E. &

0.02 F.Y. 2012-13
Customs, Commissionerate – Vapi
Assistant Commissioner of C.E. &

0.15 F.Y. 2013-14
Customs, Div-I, Silvassa

Disallowance of 0.00 F.Y. 2013-14
Central Excise Act, 1944 Customs, Div-I, Silvassa
Cenvat credit
Superintendent of C.Excise, Range -
0.06 F.Y. 2015-16
V, Silvassa
0.10 F.Y. 15-16
V, Silvassa
0.02 F.Y. 16-17
V, Silvassa
FY 2016-17
Clause (vii) (a)
duty, custom duty, cess and other material statutory dues applicable to it though there has been a slight delay in a few cases.
added tax, excise duty, custom duty, cess and other material statutory dues were outstanding, at the year end, for a period of more than six months from the date they became payable.
Clause (vii) (b)

According to the records of the Company, the disputed outstanding dues of income-tax, sales tax, service tax, duty of custom, excise duty and value added tax, are as follows:
Period to which
Nature of the
Dues
relates

Income tax Act, 1961 Income under

1.81 F.Y. 2012-13

0.09 F.Y. 2012-13

0.38 F.Y. 2012-13

0.02 F.Y. 2012-13

0.15 F.Y. 2013-14
Disallowance of
Central Excise Act, 1944 Assistant Commissioner of C.E. &
Cenvat credit 0.00 F.Y. 2013-14
0.06 F.Y. 2015-16
V, Silvassa
F.Y. 2009-10 to Custom Central Excise Service tax
1.10
F.Y. 2010-11 Appellate tribunal (CESTAT)
Custom Central Excise Service tax
0.17 F.Y. 2011-12
Appellate tribunal (CESTAT)
F.Y. 2009-10 to Custom Central Excise Service tax
0.93
F.Y. 2013-14 Appellate tribunal (CESTAT)
Custom Central Excise Service tax
0.12 F.Y. 2013-14
Appellate tribunal (CESTAT)
0.10 F.Y. 15-16
V, Silvassa
233
FY 2015-16
Clause (vii) (a)
duty, custom duty, cess and other material statutory dues applicable to it though there has been a slight delay in a few cases.
added tax, excise duty, custom duty, cess and other material statutory dues were outstanding, at the year end, for a period of more than six months from the date they became payable.
Clause (vii) (b)

Period to which
Nature of the
Dues
relates
Addition to
Income tax Act, 1961 Income under
Income Tax

1.81 F.Y. 2012-13

0.09 F.Y. 2012-13

0.38 F.Y. 2012-13

0.02 F.Y. 2012-13

0.10 F.Y. 2013-14

0.15 F.Y. 2013-14
Disallowance of
Central Excise Act, 1944
Cenvat credit
0.00 F.Y. 2013-14

0.06 F.Y. 2015-16
V, Silvassa
F.Y. 2009-10 to Joint Commissioner of C.E. &

1.13
F.Y. 2010-11 Customs, Commissionerate - Vapi

0.17 F.Y. 2011-12
Customs, Commissionerate - Vapi
F.Y. 2009-10 to Joint Commissioner of C.E. &

0.96
F.Y. 2013-14 Customs, Commissionerate - Vapi
Joint Commissioner of C.E. &

0.12 F.Y. 2013-14
IV Other Adjustments
Adjustments for Audit Qualifications: None
V Material Regrouping
Appropriate adjustments have been made in the Restated Financial Information, wherever required, by a reclassification of the corresponding items of income, expenses, assets, liabilities, receipts and
payments in order to bring them in line with the groupings as per the audited financial statement of the Company as at and for the period ended 30th June 2019.
234
Note 1 : Restated Statement of Property Plant & Equipment, Capital Work In Progress, Right of Use Assets and Intangible Assets
(` in millions)
G r o s s B l o c k (Cost / Deemed Cost) Depreciation Net Block
Sr. No. Particulars Opening Balance as on Deletion/ Transfer/ Closing Balance as on Opening Balance as on Depreciation on Deletion/ Closing Balance as on As on
Additions Depreciation for the year
01-04-2019 Adjustment 30-06-2019 01-04-2019 Transfer/ Adjustment 30-06-2019 30-06-2019
A Tangible Assets
1 Freehold Land 578.32 - - 578.32 - - - - 578.32
2 Building 866.02 1.68 0.50 867.20 97.96 0.06 9.33 107.23 759.97
3 Plant & Machinery 2,160.18 72.56 12.28 2,220.46 631.42 5.72 67.02 692.72 1,527.74
4 Electrical Installation 112.51 0.06 0.97 111.60 21.47 0.27 2.17 23.37 88.23
5 Computer 24.39 - 0.00 24.39 13.03 0.00 0.95 13.98 10.41
6 Moulds & Dies 744.37 48.83 - 793.20 223.19 - 26.91 250.10 543.10
7 Office Equipments 21.37 0.09 - 21.46 11.12 - 0.95 12.07 9.39

-
8 Furniture & Fixtures 109.41 2.26 0.04 111.63 41.10 0.02 3.47 44.55 67.08
9 Vehicles 25.25 - - 25.25 7.41 - 0.82 8.23 17.02
Total 4,641.81 125.49 13.79 4,753.51 1,046.70 6.07 111.62 1,152.25 3,601.26
B Capital Work in Progress 765.85
C Right-of-Use Assets 79.62 - - 79.62 17.25 - 3.98 21.23 58.39
Total 79.62 - - 79.62 17.25 - 3.98 21.23 58.39
D Goodwill 2.96 - - 2.96 - - - - 2.96
Total 2.96 - - 2.96 - - - - 2.96
D Other Intangible Assets
1 Computer Software 35.92 1.64 - 37.56 14.77 - 1.62 16.39 21.17
2 Brands/Trademark 26.52 - - 26.52 12.12 - 1.01 13.13 13.39
Total 62.44 1.64 - 64.08 26.89 - 2.63 29.52 34.56
Total Assets (A+B+C+D) 4,786.83 127.13 13.79 4,900.17 1,090.84 6.07 118.23 1,203.00 4,463.02
Note
1.The figures disclosed above are based on the restated summary statement of assets and liabilities of the Company.
2.The above statement should be read with the notes to the restated financial information as appearing in Annexure-G
235
(` in millions)
Sr. No. Particulars Opening Balance as on Deletion/ Transfer/ Closing Balance as on Opening Balance as on Depreciation on Deletion/ Closing Balance as on As on
Additions Depreciation for the year
01-04-2018 Adjustment 31-03-2019 01-04-2018 Transfer/ Adjustment 31-03-2019 31-03-2019
A Tangible Assets
1 Freehold Land 556.58 21.74 - 578.32 - - - - 578.32
2 Building 835.43 56.09 25.50 866.02 62.46 1.06 36.56 97.96 768.06
3 Plant & Machinery 1,762.68 433.78 36.28 2,160.18 391.45 17.16 257.13 631.42 1,528.76
5 Computer 23.10 1.91 0.63 24.39 9.02 0.56 4.57 13.03 11.36
6 Moulds & Dies 550.51 207.37 13.51 744.37 131.67 5.79 97.31 223.19 521.18
7 Office Equipments 18.66 2.82 0.11 21.37 7.37 0.11 3.86 11.12 10.25
-
9 Vehicles 26.32 1.28 2.35 25.25 5.91 2.07 3.57 7.41 17.84
-
Total 3,971.60 752.61 82.40 4,641.81 647.88 26.89 425.71 1,046.70 3,595.11
C Right-of-Use Assets 79.62 - - 79.62 1.33 - 15.92 17.25 62.37
Total 79.62 - - 79.62 1.33 - 15.92 17.25 62.37
C Goodwill 2.96 - - 2.96 - - - - 2.96
Total 2.96 - - 2.96 - - - - 2.96
Total 58.40 4.04 - 62.44 16.88 - 10.01 26.89 35.55
Total Assets (A+B+C+D) 4,112.58 756.65 82.40 4,786.83 666.09 26.89 451.64 1,090.84 4,311.07
Note
236
(` in millions)
Depreciation on
Deletion/ Transfer/ Closing Balance as Opening Balance as Closing Balance as
Opening Balance as on Deletion/ Transfer/ Depreciation for the As on
Sr. No. Particulars Additions Adjustment/Asset on on on
01-04-2017 Adjustment/Asset held year 31-03-2018
held for disposal 31-03-2018 01-04-2017 31-03-2018
for disposal
A Tangible Assets
1 Freehold Land 355.76 201.35 0.53 556.58 - - - - 556.58
2 Building 720.84 182.95 68.36 835.43 31.07 4.88 36.27 62.46 772.97
3 Plant & Machinery 1,264.69 525.38 27.39 1,762.68 184.96 11.60 218.09 391.45 1,371.23
5 Computer 16.54 6.56 0.00 23.10 4.08 - 4.94 9.02 14.08
6 Moulds & Dies 383.08 167.78 0.35 550.51 59.76 0.20 72.11 131.67 418.84
7 Office Equipments 12.07 6.59 0.00 18.66 3.53 - 3.84 7.37 11.29
9 Vehicles 17.08 12.87 3.63 26.32 3.03 0.79 3.67 5.91 20.41
Total 2,943.88 1,137.14 109.42 3,971.60 306.97 19.36 360.27 647.88 3,323.72
C Right-of-Use Assets 22.22 79.62 - 101.84 11.59 - 11.95 23.54 78.30
Total 22.22 79.62 - 101.84 11.59 - 11.95 23.54 78.30
D Goodwill 2.96 - - 2.96 - - - - 2.96
Total 2.96 - - 2.96 - - - - 2.96
Total 42.98 15.42 - 58.40 8.22 - 8.66 16.88 41.52
Total Assets (A+B+C+D) 3,012.04 1,232.18 109.42 4,134.81 326.78 19.36 380.88 688.30 3,593.27
Note
237
(` in millions)
Opening Balance as Closing Balance as Opening Balance as Depreciation on Closing Balance as

Deletion/ Transfer/ Depreciation for the As on
Sr. No. Particulars on Additions on on Deletion/ Transfer/ on
Adjustment year 31-03-2017
01-04-2016 31-03-2017 01-04-2016 Adjustment 31-03-2017
A Tangible Assets
1 Freehold Land 334.00 21.76 - 355.76 - - - - 355.76
2 Building 698.09 22.75 - 720.84 - - 31.07 31.07 689.77
3 Plant & Machinery 886.54 386.37 8.22 1,264.69 - 1.37 186.33 184.96 1,079.73
4 Electrical Installation 69.49 7.91 0.08 77.32 - 0.00 6.28 6.28 71.04
5 Computer 9.63 6.91 0.00 16.54 - - 4.08 4.08 12.46
6 Moulds & Dies 211.70 171.86 0.48 383.08 - 0.10 59.86 59.76 323.32
7 Office Equipments 8.25 3.87 0.05 12.07 - 0.03 3.56 3.53 8.54
8 Furniture & Fixtures 84.50 12.09 0.09 96.50 - 0.01 14.27 14.26 82.24
9 Vehicles 11.63 5.45 0.00 17.08 - - 3.03 3.03 14.05
Total 2,313.83 638.97 8.92 2,943.88 - 1.51 308.48 306.97 2,636.91
C Right-of-Use Assets 22.22 22.22 - - 11.59 11.59 10.63
Total 22.22 - - 22.22 - - 11.59 11.59 10.63
D Goodwill 2.96 - - 2.96 - - - - 2.96
Total 2.96 - - 2.96 - - - - 2.96

-
1 Computer Software 9.81 6.65 - 16.46 - - 4.18 4.18 12.28
2 Brands/Trademark 26.52 - - 26.52 - - 4.04 4.04 22.48
Total 36.33 6.65 - 42.98 - - 8.22 8.22 34.76
Total Assets (A+B+C+D) 2,375.34 645.62 8.92 3,012.04 - 1.51 328.29 326.78 2,865.58
Note
238
(` in millions)
Opening Balance as Closing Balance as Opening Balance as Depreciation on Closing Balance as

Deletion/ Transfer/ Depreciation for the As on
Sr. No. Particulars on Additions on on Deletion/ Transfer/ on
Adjustment year 31-03-2016
01-04-2015 31-03-2016 01-04-2015 Adjustment 31-03-2016
A Tangible Assets
1 Freehold Land 302.22 36.67 4.89 334.00 - - - - 334.00
2 Building 645.50 79.39 - 724.89 - - 26.80 26.80 698.10
3 Plant & Machinery 883.05 185.96 14.31 1,054.70 - 1.65 169.81 168.16 886.53
4 Electrical Installation 58.49 16.22 (0.05) 74.76 - - 5.26 5.26 69.49
5 Computer 7.09 4.32 (2.10) 13.51 - - 3.89 3.89 9.63
6 Moulds & Dies 201.24 61.76 - 263.00 - - 51.30 51.30 211.70
7 Office Equipments 8.86 2.60 0.05 11.41 - - 3.16 3.16 8.24
8 Furniture & Fixtures 80.63 18.07 - 98.70 - - 14.20 14.20 84.50
9 Vehicles 14.52 1.11 0.89 14.74 - 0.12 3.23 3.11 11.63
Total 2,201.60 406.10 17.99 2,589.71 - 1.77 277.65 275.88 2,313.83
C Right-of-Use Assets 33.81 - - 33.81 - - 11.59 11.59 22.22
Total 33.81 - - 33.81 - - 11.59 11.59 22.22
C Goodwill 3.41 - - 3.41 - - 0.45 0.45 2.96
Total 3.41 - - 3.41 - - 0.45 0.45 2.96
1 Computer Software 8.07 6.95 2.10 12.92 - - 3.11 3.11 9.81
2 Brands/Trademark 30.56 - - 30.56 - - 4.04 4.04 26.52
Total 38.63 6.95 2.10 43.48 - - 7.15 7.15 36.33
Total Assets (A+B+C+D) 2,277.45 413.05 20.09 2,670.41 - 1.77 296.84 295.07 2,516.60
Note
1.The figures disclosed above are based on the restated summary statement of assets and liabilities of the Company
239
Note
1 The Company is owning Office Premises at "RUBY HOUSE", 4th Floor, 'B' Wing, Dadar (West), Mumbai. In lieu of this, the Developer has offered alternate premises at 8th Floor, 'THE
RUBY', Dadar (West), Mumbai. Though the Company has shifted its Office in new premises in May 2013, the agreement for the same with the Developer is pending for registration.
2 The Company has availed the deemed cost exemption in relation to PPE on the date of transition and hence the net block carrying amount has been considered as the gross block
carrying amount on that date. Refer note below for the gross block value and the accumulated depreciation on April 01,2015 under the previous the GAAP.
(` in millions)
Net block
Accumulated Deemed Cost as
Particulars Gross Block considered as
Depreciation per PPE
Deemed Cost
Tangible Assets
Freehold Land 302.22 - 302.22 302.22
Building 796.30 150.80 645.50 645.50
Plant and Machinery 1,605.81 722.76 883.05 883.05
Electrical Installation 111.96 53.47 58.49 58.49
Computers 24.14 17.05 7.09 7.09
Moulds and Dies 540.56 339.32 201.24 201.24
Office Equipments 21.70 12.84 8.86 8.86
Furnitures and Fixtures 120.40 39.77 80.63 80.63
Vehicles 25.66 11.14 14.52 14.52
Total Tangible Assets 3,548.75 1,347.15 2,201.60 2,201.60
Goodwill 4.52 1.11 3.41 3.41
Other Intangible Assets

Computer Softwares 25.40 17.33 8.07 8.07
Brands and Trade Marks 40.43 9.87 30.56 30.56
Total 65.83 27.20 38.63 38.63
Total Assets 3,619.10 1,375.46 2,243.64 2,243.64

The Proforma financial information of the Company as at and for the year ended March 31,2016, is prepared in accordance with requirments of SEBI Circular SEBI/ HO/ CFD/ DIL/ CIR/
P/2016/47 dated March 31,2016 ("SEBI Circular"). As envisaged by the SEBI Circular, the Company has followed the same accounting policy choices (both mandatory exceptions and
optional exemptions availed as per Ind AS 16) as intially adopted on its Ind AS transition date (i.e April 2016) while preparing proforma financial information for the FY 2015-16 and
accordingly suitable restatement adjustments in the accounting heads has been made in the proforma finanical information. This proforma Ind AS financial information have been
prepared by making Ind AS adjustments to the audited Indian GAAP financial statements as at and for the year ended March 31,2016 as described in this Note, accordingly difference
would arise in the opening balance of Property, Plant and Equipment as at April 01, 2016.
3 The Net Block of Tangible assets are charged as security against Term Loans, Vehicle Loans and Working Capital/Demand Loans (Refer 13 and 14).
4 Project related cost included in capital work in progress is as follows:-
(` in millions)
Particulars For the three
Year ended Year ended Year ended
months ended
March 31, 2019 March 31, 2018 March 31, 2017
30-06-2019
Finance cost 43.41 32.43 9.29 -
Legal & Professional charges 44.10 33.75 3.86 -
Salary and wages 14.23 12.97 2.47 -
Miscellaneous Expenses 3.32 2.52 0.67 -
Material consumed 0.23 0.23 0.23
Land Under Development 14.38 12.87 - -
Total 119.67 94.77 16.52 -
5 The above statement should be read with the notes to restated summary statements of assets and liabilities as appearing in Annexure-E
240
Note 2 : Restated Statement of Investments

(` in millions)
Particulars 30-06-2019 31-03-2019 31-03-2018 31-03-2017 31-03-2016
Non-Current Investments
Quoted Investments Fair Value through profit or loss
7,750 Equity shares of Rs 2 each fully paid-up in Adani Ports & Special Eco Zone Ltd 3.18 2.93 2.75 2.64 1.92
(As at 31.03.19 - 7,750 shares, As at 31.03.18 - 7,750 shares, As at 31.03.17 - 7,750 shares, As at
31.03.16 - 7,750 shares)
3,200 Equity shares of Rs 2 each fully paid-up in Navneet Education Ltd 0.34 0.35 0.46 0.52 0.27
31.03.16 - 3,200 shares)
777 Equity shares of Rs 2 each fully paid-up in Supreme Industries Ltd 0.89 0.87 0.93 0.85 0.57
(As at 31.03.19 - 777 shares, As at 31.03.18 - 777 shares, As at 31.03.17 - 777 shares, As at 31.03.16 -
777 shares)
1,000 Equity shares of Rs 10 each fully paid-up in Kisan Mouldings Ltd 0.03 0.05 0.15 0.09 0.02
31.03.16 - 1,000 shares)
1,000 Equity shares of Rs 1 each fully paid-up in Astral Polytechnik Ltd 1.32 1.16 0.90 0.55 0.42
(As at 31.03.19- 1,000 shares, As at 31.03.18 - 1,000 shares, As at 31.03.17 - 1,000 shares, As at
31.03.16 - 1,000 shares)
1,400 Equity shares of Rs 5 each fully paid-up in Reliance Industries Ltd 1.75 1.91 1.24 0.93 0.73
(As at 31.03.19 - 1,400 shares, As at 31.03.18 - 700 shares, As at 31.03.17 - 700 shares, As at 31.03.16
- 700 shares)
1,000 Equity shares of Rs 10 each fully paid-up in Finolex Industries Ltd 0.51 0.50 0.65 0.58 0.36
31.03.16 - 1,000 shares)
Unquoted Investments Fair Value through OCI

41,500 Equity shares of Ramkrishna Finance Ltd - - - - -
31.03.16 - 41,500 shares)
1,85,000 Equity shares of Sibar Media & Entertainment Ltd - - - - -
(As at 31.03.19 - 1,85,000 shares, As at 31.03.18 - 1,85,000 shares, As at 31.03.17 - 1,85,000 shares,
As at 31.03.16 - 1,85,000 shares)
Nil Equity shares of Chemplast Sanmar Ltd - - - 0.68 0.68
(As at 31.03.18 - 66,750 shares, As at 31.03.17 - 66,750 shares, As at 31.03.16 - 66,750 shares)
1,04,000 Equity shares of WATSUN Infrabuild Pvt Ltd 1.04 - - - -
(As at 31.03.19 - NIL shares, As at 31.03.18 - NIL shares, As at 31.03.17 - NIL shares, As at 31.03.16 -
NIL shares)
NIL Equity shares of Pinnacle Realty Projects Pvt Ltd - 0.28 0.41 0.17
(As at 31.03.19 - 600 shares, As at 31.03.18 - 600 shares, As at 31.03.17 - 600 shares, As at 31.03.16 -
600 shares)
Total 9.06 7.77 7.36 7.25 5.14
Aggregate Market Value of Quoted investments 8.02 7.77 7.08 6.14 4.29
Aggregate Book Value of Quoted investments 8.02 7.77 7.08 6.14 4.29
Aggregate Book Value of Unquoted investments 1.04 - 0.28 1.09 0.85
Current Investments
Quoted Investments Fair Value through profit or loss
Nil units Investment in Liquid Bees* - - - - 9.93
(As at 31.03.19-Nil, As at 31.03.18-Nil, As at 31.03.17-Nil, As at 31.03.2016-9930 shares)
Total - - - - 9.93
* Amount held as collateral in favour of NSCCL against margin requirement
Aggregate Market Value of Quoted investments - - - - 9.93
Aggregate Book Value of Quoted investments - - - - 9.93
Aggregate Book Value of Unquoted investments - - - - -
Note
2.The above statement should be read with the notes to restated summary statements of assets and liabilities,profits and losses and cash flows as appearing in Annexure-E
Note 3 : Restated Statement of Loans

(` in millions)
Particulars 30-06-2019 31-03-2019 31-03-2018 31-03-2017 31-03-2016
Non-Current (Unsecured, considered good)
Security Deposits 79.72 74.22 73.43 51.49 53.77
Total 79.72 74.22 73.43 51.49 53.77
Current (Unsecured, considered good)

Loans to Staff & Workers 2.32 2.33 2.59 3.66 3.74
Security Deposits - - - - 0.08
Total 2.32 2.33 2.59 3.66 3.82
Note
2.The above statement should be read with the notes to restated summary statements of assets and liabilities, profits and losses and cash flows as appearing in Annexure-E
241
Note 4 : Restated Statement of Income Tax Assets

(` in millions)
Particulars 30-06-2019 31-03-2019 31-03-2018 31-03-2017 31-03-2016
Advance Income Tax
(Net of Provision for Income Tax Rs 916.12 million as at 31.03.19, Rs 518.86 million as at - 5.22 - 24.34 14.69
31.03.17 and Rs 309.90 million as at 31.03.16)
Total - 5.22 - 24.34 14.69
Note
1.The figures disclosed above are based on the restated summary statement of assets and liabilities.
Note 5 : Restated Statement of Other Finanical Assets

(` in millions)
Particulars 30-06-2019 31-03-2019 31-03-2018 31-03-2017 31-03-2016
Non - Current Finanical Assets
Subsidy receivable (Refer Note 44) 86.78 86.78
86.78 86.78 - - -
Current Finanical Assets

Interest Accrued on Margin Money Deposits 1.40 0.85 1.62 0.92 1.00
Derivative Assets 1.17 0.47 0.53 - -
Other Receivables - - 0.47 0.02 2.40
Total 2.57 1.32 2.62 0.94 3.40
Note
Note 6 : Restated Statement of Other Assets

(` in millions)
Particulars 30-06-2019 31-03-2019 31-03-2018 31-03-2017 31-03-2016
Other Non-Current Assets (Unsecured, considered good)
Capital Advances 618.04 576.89 666.79 9.53 20.81
Prepaid Expenses 4.29 5.08 25.24 4.73 4.74
Balance with government and other authorities 0.22 0.22 0.22 0.21 0.11
Total 622.55 582.19 692.25 14.47 25.66
Other Current Assets (Unsecured, considered good)

Advances for Expenses 28.61 39.26 31.20 1.03 0.93
Prepaid Expenses 28.90 26.04 19.84 17.32 18.49
Advances to Suppliers 103.27 115.30 95.10 223.04 281.75
Balances with Government Authorities 308.80 291.27 241.98 142.22 117.98
Share Issue Expenses (Refer Note 46) 100.54 99.22 62.75 - -
Contract Asset (Refer Note 45) 59.10 - - - -
Other Receivables 27.84 24.82 0.21 20.26 -
Total 657.06 595.91 451.08 403.87 419.15
Note
Note 7 : Restated Statement of Inventories

(` in millions)
Particulars 30-06-2019 31-03-2019 31-03-2018 31-03-2017 31-03-2016
(Valued at lower of cost or NRV unless otherwise stated)
Raw Materials (includes in transit ` 198.26 million as on June 30,2019,
`230.26 million as on March 31,2019,`182.68 million as on March 31, 2018, 1,069.67 1,065.51 1,255.04 771.21 588.89
` NIL as on March 31, 2017, ` 11.84 million as on March 31, 2016)
Work in Progress 47.05 32.09 24.20 19.28 43.02
Finished Goods 941.75 792.45 1,026.05 857.09 302.54
Trading Goods 98.73 99.48 77.95 66.23 47.46
Stores & Spares (at cost) 29.38 21.03 31.93 28.59 23.27
Total 2,186.58 2,010.56 2,415.17 1,742.40 1,005.18
Note
1.The Company follows a suitable provisioning norms for writing down the value of Inventories towards slow moving, non-moving and surplus inventory.
242
Note 8 : Restated Statement of Trade Receivables

(` in millions)
Particulars 30-06-2019 31-03-2019 31-03-2018 31-03-2017 31-03-2016
Considered good, unsecured 1,904.77 2,503.61 2,393.93 2,367.37 2,389.93
Significant increase in Credit Risk 48.92 42.21 37.28 16.37 8.21
Total 1,953.69 2,545.82 2,431.21 2,383.74 2,398.14
Less : Allowances for credit losses (48.92) (42.21) (37.28) (16.37) (8.21)
Total 1,904.77 2,503.61 2,393.93 2,367.37 2,389.93
Note
2.The above statement should be read with the notes to restated summary statements of assets and liabilities,profits and losses and cash flows as appearing in Annexure-E.
Note 9 : Restated Statement of Cash and Cash Equivalents

(` in millions)
Particulars 30-06-2019 31-03-2019 31-03-2018 31-03-2017 31-03-2016
Balances with Banks in current accounts 1.70 88.38 1.69 26.89 0.09
Cash on Hand 0.84 0.52 0.62 0.29 0.36
Total 2.54 88.90 2.31 27.18 0.45
Note
Note 10 : Restated Statement of Bank Balances other than Cash and Cash Equivalents
(` in millions)
Particulars 30-06-2019 31-03-2019 31-03-2018 31-03-2017 31-03-2016
Balances with Banks in deposit accounts* 127.60 134.25 93.98 96.50 85.28
Total 127.60 134.25 93.98 96.50 85.28
* Amount held as margin money in favour of various Government authorities/banks
Note
Note 11 : Restated Statement of Assets Classified as Held for Sale

(` in millions)
Particulars 30-06-2019 31-03-2019 31-03-2018 31-03-2017 31-03-2016
Property, plant and equipment held for sale (Refer Note 39) - - 70.78 - -
Total - - 70.78 - -
Note
243
Note 12a : Restated Statement of Equity Share Capital

(` in millions)
Particulars 30-06-2019 31-03-2019 31-03-2018 31-03-2017 31-03-2016
Authorised
15,00,00,000 Equity Shares of ` 10 each 1,500.00 1,500.00 1,500.00 500.00 500.00
(As at 31.03.2019 - 15,00,00,000 shares, As at 31.03.2018 - 5,00,00,000 shares, As at 31.03.2017 -
5,00,00,000 shares, As at 31.03.2016 - 5,00,00,000 shares)
Total 1,500.00 1,500.00 1,500.00 500.00 500.00
Issued, Subscribed and Paid up

9,00,15,816 Equity Shares of ` 10 each, fully paid up 900.16 900.16 900.16 450.08 480.08
(As at 31.03.2019 - 9,00,15,816 shares, As at 31.03.2018 - 9,00,15,816 shares, As at 31.03.2017 -
4,50,07,908 shares, As at 31.03.2016 - 4,80,07,908 shares)
Total 900.16 900.16 900.16 450.08 480.08
a. Reconciliation of the number of Equity shares

Balance at the beginning of the year 9,00,15,816 9,00,15,816 4,50,07,908 4,80,07,908 4,80,07,908
Add : Bonus shares issued - - 4,50,07,908 - -
Less : Shares bought back - - - 30,00,000 -
Balance as at the end of the year 9,00,15,816 9,00,15,816 9,00,15,816 4,50,07,908 4,80,07,908
b. Reconciliation of the amount of Equity share capital outstanding
Balance at the beginning of the year 900.16 900.16 450.08 480.08 480.08
Add : Bonus shares issued - - 450.08 - -
Less : Shares bought back - - - 30.00 -
Balance as at the end of the year 900.16 900.16 900.16 450.08 480.08
c. Aggregate number of bonus shares, shares issued for consideration other than cash and shares bought back during the period of five years immediately preceeding the reporting date
Equity Shares
The company has allotted 2,40,03,954 shares, 4,80,07,908 shares and 9,00,15,816 shares as fully paid up bonus shares in F.Y. 2012-13, F.Y. 2013-14 and F.Y. 2017-18 respectively.
The company has bought back 30,00,000 shares in F.Y. 2016-2017.
d. Details of Equity Shareholders holding more than 5% shares in the company

Mr. Jayant Shamji Chheda
No of shares (in million) 7.68 7.68 7.68 3.84 3.84
% of shares held 8.53 8.53 8.52 8.53 8.00
Mrs. Tarla Jayant Chheda

% of shares held 27.53 27.53 31.29 34.02 31.89
Mr. Parag Jayant Chheda

% of shares held 28.66 28.66 28.63 28.66 29.99
Mr. Vipul Jayant Chheda

% of shares held 28.66 28.66 28.63 28.66 30.00
e. Equity shares reserved for issue under ESOS - Refer note 37
f. Terms and rights attached to equity shares
The company has only one class of equity shares having a face value of Rs 10/- per share. Each shareholder is eligible for one vote per share held.In case of liquidation, the equity shareholders are eligible to receive the remaining assets of
the company after distribution of all preferential amounts, in proportion to their shareholding.
Note
244
Note 13 : Restated Statement of Non-Current Borrowings

(` in millions)
Particulars 30-06-2019 31-03-2019 31-03-2018 31-03-2017 31-03-2016
(Ind AS) (Ind AS) (Ind AS) (Ind AS) (Ind AS)
Secured
Rupee Term Loan from Banks 870.67 926.05 1,260.84 792.26 893.80
Foreign Currency Term Loan From Banks 103.53 123.18 189.40 261.43 -
Vehicle Loan 7.62 8.46 11.62 3.93 0.83
Total 981.82 1,057.69 1,461.86 1,057.62 894.63
(` in millions)
As at As at As at As at As at As at As at As at As at As at
Particulars Note 30-06-2019 31-03-2019 31-03-2018 31-03-2017 31-03-2016 30-06-2019 31-03-2019 31-03-2018 31-03-2017 31-03-2016
(Ind AS) (Ind AS) (Ind AS) (Ind AS) Ind AS (Ind AS) (Ind AS) (Ind AS) (Ind AS) Ind AS
Non Current Current^
a) Rupee Term Loan From Bank
Term loan from Bank of India 13.1 - - - 57.50* 117.50* - - 57.50* 60.00* 52.50*
Term loan from Bank of India 13.2 - - - 214.29* 300.00* - - - 85.71* 85.71*
Term loan from Bank of India 13.3,13.23 30.00* 37.50* 67.50* 97.50* 127.50* 30.00* 30.00* 30.00* 30.00* 30.00*
Term loan from Bank of India 13.4 - - 112.50* 137.50* - - 25.00* 12.50*
Term loan from State Bank of India 13.5.13.24 - 128.57* - - - 85.71* - -
Term loan from State Bank of India 13.6,13.25 - 87.50* - - - 18.75* - -
Term loan from ICICI Bank Ltd. 13.7,13.26 7.41* 12.96* 35.19* 57.41* 79.63* 22.22* 22.22* 22.22* 22.22* 20.37*
Term loan from ICICI Bank Ltd. 13.8,13.27 66.67* 71.67* 91.67* 111.67* 131.67* 20.00* 20.00* 20.00* 20.00* 18.33*
Term loan from IDFC Bank Ltd. 13.9,13.28 293.10* 317.52* 359.54* - - 97.70* 97.70* 50.00* - -
Term loan from Federal Bank Ltd. 13.10,13.29 - 15.00* 185.09* 141.39* - - 100.00* 100.00* - -
Term loan from Federal Bank Ltd. 13.11,13.30 43.45* 51.79* - - - 16.67* 8.33*
Term loan from Federal Bank Ltd. 13.12,13.31 262.50* 275.00* 305.78* - - 50.00* 50.00* 25.00* - -
Term loan from Indusind Bank Ltd 13.13,13.32 167.54* 144.61* - - - 68.18* 45.45*
Total(a) 870.67 926.05 1,260.84 792.26 893.80 304.77 373.70 409.18 242.93 219.41
^Amounts disclosed under the head "Other Financial Liabilities"
Effective Cost for the Three months ended June 30,2019 are in the range of 10.05-11.40% per annum.
Effective Cost for the year 2018-19 are in the range of 10.05-11.40% per annum.
(` in millions)
(Ind AS) (Ind AS) (Ind AS) (Ind AS) (Ind AS) (Ind AS) (Ind AS) (Ind AS) (Ind AS) (Ind AS)
b) Foreign Currency Term Loans from Banks
ECB from Standard Chartered Bank. 13.14 103.53* 123.18* 189.40* 261.43* - 77.65* 77.80* 73.32* 30.40* -
Total(b) 103.53 123.18 189.40 261.43 - 77.65 77.80 73.32 30.40 -
Effective Cost for the three months ended June 30,2019 are in the range of 4-5% per annum without considering hedging cost.
Effective Cost for the year 2018-19 are in the range of 4-5% per annum without considering hedging cost.
Effective Cost for the year 2015-16 are in the range of 2-3% per annum.
(` in millions)
(Ind AS) (Ind AS) (Ind AS) (Ind AS) (Ind AS) (Ind AS) (Ind AS) (Ind AS) (Ind AS) (Ind AS)
c) Vehicle Loans
Vehicle Loan from Kotak Mahindra Prime Ltd. 13.15 - - - 0.31** 0.61** - - 0.31** 0.30** 0.27**
Vehicle Loan from Axis Bank Ltd. 13.16 1.00** 1.15** 1.71** 2.22** - 0.57** 0.56** 0.51** 0.47** -
Vehicle Loan from Toyota Financial Services India
13.17 - - - - 0.22** - - - 0.22** 0.25**
Ltd.
Vehicle Loan from Axis Bank Ltd 13.18 1.52** 1.70** 2.36** - - 0.68** 0.66** 0.61** - -
Vehicle Loan from HDFC Bank Ltd. 13.22 - - - - - - - - 0.53**
Vehicle Loan from ICICI Bank Ltd. 13.23,13.33 0.32** 0.36** 0.54** 0.70** - 0.18** 0.17** 0.16** 0.14** -
Vehicle Loan from ICICI Bank Ltd. 13.24,13.34 0.32** 0.37** 0.55** 0.70** - 0.18** 0.18** 0.16** 0.15** -
Total(c) 7.62 8.46 11.62 3.93 0.83 3.23 3.15 3.21 1.28 1.05
Effective Cost for the three months ended June 30,2019 are in the range of 8.26-9.25% per annum.
Terms of Repayment
13.1 Repayable in 28 quarterly installments, last installment falling due on 28-02-2019.
13.2 Repayable in 28 equal quarterly installments, last installment falling due on 31-07-2020. However, the same was fully repaid on 13-04-2017.
13.3 Repayable in 28 equal quarterly installments, last installment falling due on 29-06-2021.
Terms of Repayment
13.7 Repayable in 54 equal monthly installments, last installment falling due on 22-10-2020.
13.8 Repayable in 90 equal monthly installments, last installment falling due on 25-10-2023.
13.15 Repayable on monthly basis. Repayable by February 2019.
245
13.17 Repayable on monthly basis. Repayable by January 2018.

13.18 Repayable on monthly basis. Repayable by June 2022.
13.19 Repayable on monthly basis. Repayable by October 2022.
13.20 Repayable on monthly basis. Repayable by September 2022.
13.21 Repayable on monthly basis. Repayable by December 2022.
Terms of Re-Reshedulement,Prepayment,Penalties and Default

13.23 Outstanding Rupee term loan from Bank of India of Rs. 30.00 million as on 30 June 2019: Penal Interest of 2% p.a on account of overdue amount, Penal interest @ 1% p.a on failure of compliance with
the terms of sanction letter and Penal interest of 2% p.a for Default in payment of interest and repayment of principal.
13.24 Outstanding Rupee term loan from State Bank of India of Rs. NIL million as on 30 June 2019: On account of Overdue amount or Failure of compliance with the term of sanction letter Penal Interest/
charges as applicable, at the rate circulated from time to time , over and above normal interest applicable in the account.
13.25 Outstanding Rupee term loan from State Bank of India of Rs. NIL million as on 30 June 2019: On account of Overdue amount or Failure of compliance with the term of sanction letter Penal Interest/
charges as applicable, at the rate circulated from time to time , over and above normal interest applicable in the account.
13.26 Outstanding Rupee term loan from ICICI Bank Ltd of Rs. 7.41 million as on 30 June 2019: Prepayment Premium -Nil, Penal interest of 6% p.a payable monthly over documented rate for Default.
13.27
Outstanding Rupee term loan from ICICI Bank Ltd of Rs. 66.67 million as on 30 June 2019: Prepayment Premium -Nil, Penal interest of 6% p.a payable monthly over documented rate for Default.
13.28 Outstanding Rupee term loan from IDFC Bank Ltd of Rs. 293.10 million as on 30 June 2019: Prepayment Premium -2% on amount being prepaid, Penal interest of 2% plus applicable rate of interest due
on non payment interest /Principal or any other amount on the due date or breach of terms and condition of loan agreement.
13.29 Outstanding Rupee term loan from Federal Bank Ltd of Rs. NIL million as on 30 June 2019: Penal interest of 2% p.a for Default in payment of interest and repayment of principal and default in delay in
submission of receivable statement.
13.30 Outstanding Rupee term loan from Federal Bank Ltd of Rs. 43.45 million as on 30 June 2019: Penal interest of 2% p.a for Default in payment of interest and repayment of principal and 1% p.a. on default
in delay in submission of receivable statement and noncompliance of term and condition of sanction letter.
13.31 Outstanding Rupee term loan from Federal Bank Ltd of Rs.262.50 million as on 30 June 2019: Penal interest of 2% p.a for Default in payment of interest and repayment of principal and 1% p.a. on default
in delay in submission of receivable statement and noncompliance of term and condition of sanction letter.
13.32 Outstanding Rupee term loan from IndusInd Bank Ltd of Rs. 167.54 million as on 30 June 2019: Penal interest of 2% p.a for Default in payment of interest and repayment of principal and 2% p.a. on
default in delay in submission of receivable statement and noncompliance of term and condition of sanction letter.
13.33 Outstanding Vehicle loan from ICICI Bank Ltd. of Rs.0.32 million as on 30 June 2019 ,Prepayment Charges: 5% p.a of the principal outstanding till 24 months and Nil pre-payment after 24 months, The
Interest outstanding for the unexpired period of the loan.
13.34 Outstanding Vehicle loan from ICICI Bank Ltd. of Rs.0.32 million as on 30 June 2019 ,Prepayment Charges: 5% p.a of the principal outstanding till 24 months and Nil pre-payment after 24 months, The
Interest outstanding for the unexpired period of the loan.
Security Details
Secured by first pari passu charge over the Company's present and future Fixed Assets (movable & immovable) located at Athal Plant, Dadra Plant, Haridwar Plant, Chennai Plant & Kolhapur Plant and
* company's office premises at Ruby House,Dadar. Second pari passu charge on Company's Current Assets and by Personal Guarantees of three Directors of the company viz. Mr. Jayant S. Chheda, Mr.
Parag J. Chheda and Mr. Vipul J. Chheda.
** Security is the Hypothecation of the specific asset financed by them.
Note
246
Note 14 : Restated Statement of Current-Borrowings

(` in millions)
Particulars 30-06-2019 31-03-2019 31-03-2018 31-03-2017 31-03-2016
Secured
Working Capital/Demand Loans From Banks 1,286.26 1,209.77 1,378.47 1,307.37 1,452.97
Unsecured
Short Term Loans 323.08 247.01 319.86 580.27 405.90
Total 1,609.34 1,456.78 1,698.33 1,887.64 1,858.87
Security Details
14.1 Working Capital/Demand Loans from Bank of India Rs. 34.45 millions (Rs. 33.81 millions as on 31.03.19, Rs. 5.14 millions as on 31.03.18, Rs 386.46 millions as on 31.03.17 and Rs. 440.05 millions as on 31.03.16) are
secured by first pari passu charge by way of joint hypothecation in favour of Lenders of all present and future current Assets of the Borrower, entire stocks of raw materials, semi-finished and finished goods, stores &
spares and such other movables including book debts, bills whether documentary or clean, outstanding monies, receivables both present & future and also by second pari passu charge in favour of the lenders on all the
movable & immovable fixed assets situated at Athal, Plant, Dadra Plant, Haridwar Plant, Kolhapur Plant, Chennai Plant & office premises at 4th Floor, Ruby House, Dadar, Mumbai and by Personal Guarantees of three
Directors of the company viz. Mr. Jayant S. Chheda, Mr. Parag J. Chheda and Mr. Vipul J. Chheda.
14.2 Working Capital/Demand Loans from ICICI Bank Ltd Rs. 148.24 millions (Rs.78.00 millions as on 31.03.19, Rs.119.47 millions as on 31.03.18, Rs 264.91 millions as on 31.03.17 and Rs. 294.03 millions as on 31.03.16) are
secured by first pari passu charge by way of joint hypothecation in favour of Lenders of all present and future current Assets of the Borrower, entire stocks of raw materials, semi-finished and finished goods, stores &
spares and such other movables including book debts, bills whether documentary or clean, outstanding monies, receivables both present & future and also by second pari passu charge in favour of the lenders on all the
movable & immovable fixed assets situated at Athal, Plant, Dadra Plant, Haridwar Plant, Kolhapur Plant, Chennai Plant & office premises at 4th Floor, Ruby House, Dadar, Mumbai and by Personal Guarantees of three
Directors of the company viz. Mr. Jayant S. Chheda, Mr. Parag J. Chheda and Mr. Vipul J. Chheda.
14.3 Working Capital/Demand Loans from Standard Chartered Bank Rs. 399.93 millions (Rs. 400.00 millions as on 31.03.2019, Rs. 493.70 millions as on 31.03.2018, Rs 400.00 millions as on 31.03.17 and Rs. 400.00 millions as
on 31.03.16) are secured by first pari passu charge by way of joint hypothecation in favour of Lenders of all present and future current Assets of the Borrower, entire stocks of raw materials, semi-finished and finished
goods, stores & spares and such other movables including book debts, bills whether documentary or clean, outstanding monies, receivables both present & future and also by second pari passu charge in favour of the
lenders on all the movable & immovable fixed assets situated at Athal, Plant, Dadra Plant, Haridwar Plant, Kolhapur Plant, Chennai Plant & office premises at 4th Floor, Ruby House, Dadar, Mumbai and by Personal
Guarantees of three Directors of the company viz. Mr. Jayant S. Chheda, Mr. Parag J. Chheda and Mr. Vipul J. Chheda.
14.4 Working Capital/Demand Loans from Federal Bank Rs. 258.74 millions (Rs. 267.31 millions as on 31.03.19, Rs. 271.92 millions as on 31.03.18, Rs.256.00 millions as on 31.03.17 and Rs. NIL as on 31.03.16) are secured by
first pari passu charge by way of joint hypothecation in favour of Lenders of all present and future current Assets of the Borrower, entire stocks of raw materials, semi-finished and finished goods, stores & spares and such
other movables including book debts, bills whether documentary or clean, outstanding monies, receivables both present & future and also by second pari passu charge in favour of the lenders on all the movable &
immovable fixed assets situated at Athal, Plant, Dadra Plant, Haridwar Plant, Kolhapur Plant, Chennai Plant & office premises at 4th Floor, Ruby House, Dadar, Mumbai and by Personal Guarantees of three Directors of the
company viz. Mr. Jayant S. Chheda, Mr. Parag J. Chheda and Mr. Vipul J. Chheda.
14.5 Working Capital/Demand Loans from State Bank of India Rs. million (Rs. NIL million as on 31.03.19, Rs. 488.24 millions as on 31.03.18, Rs. NIL as on 31.03.17 and Rs. NIL as on 31.03.16) are secured by first pari passu
charge by way of joint hypothecation in favour of Lenders of all present and future current Assets of the Borrower, entire stocks of raw materials, semi-finished and finished goods, stores & spares and such other
movables including book debts, bills whether documentary or clean, outstanding monies, receivables both present & future and also by second pari passu charge in favour of the lenders on all the movable & immovable
fixed assets situated at Athal, Plant, Dadra Plant, Haridwar Plant, Kolhapur Plant, Chennai Plant & office premises at 4th Floor, Ruby House, Dadar, Mumbai and by Personal Guarantees of three Directors of the company
viz. Mr. Jayant S. Chheda, Mr. Parag J. Chheda and Mr. Vipul J. Chheda.
14.6 Working Capital/Demand Loans from Indian Overseas Bank Rs. NIL (Rs. NIL as on 31.03.19, Rs. NIL as on 31.03.18, Rs. NIL as on 31.03.17 and Rs.318.89 millions as on 31.03.16 are secured by first pari passu charge on
Company's Current Assets, Second pari passu charge over the Company's Fixed Assets located at Athal Plant, Dadra Plant, Haridwar Plant, Bhuj Plant, Chennai Plant & Kolhapur Plant and company's office premises at
Ruby House, Dadar and by personal guarantee of the directors.
14.7 Working Capital/Demand Loans from DBS Bank Rs 383.58 million (Rs. 400.65 millions as on 31.03.19, Rs. NIL as on 31.03.18, Rs. NIL as on 31.03.17 and Rs. NIL as on 31.03.16) are secured by first pari passu charge by way
of joint hypothecation in favour of Lenders of all present and future current Assets of the Borrower, entire stocks of raw materials, semi-finished and finished goods, stores & spares and such other movables including
book debts, bills whether documentary or clean, outstanding monies, receivables both present & future and also by second pari passu charge in favour of the lenders on all the movable & immovable fixed assets situated
at Athal, Plant, Dadra Plant, Haridwar Plant, Kolhapur Plant, Chennai Plant & office premises at 4th Floor, Ruby House, Dadar, Mumbai and by Personal Guarantees of three Directors of the company viz. Mr. Jayant S.
Chheda, Mr. Parag J. Chheda and Mr. Vipul J. Chheda.
14.8 Working Capital/Demand Loans from Yes Bank Rs 30.73 million (Rs 30.00 million as on 31.03.19, Rs. NIL as on 31.03.18, Rs. NIL as on 31.03.17 and Rs. NIL as on 31.03.16) are secured by first pari passu charge by way of
joint hypothecation in favour of Lenders of all present and future current Assets of the Borrower, entire stocks of raw materials, semi-finished and finished goods, stores & spares and such other movables including book
debts, bills whether documentary or clean, outstanding monies, receivables both present & future and also by second pari passu charge in favour of the lenders on all the movable & immovable fixed assets situated at
Athal, Plant, Dadra Plant, Haridwar Plant, Kolhapur Plant, Chennai Plant & office premises at 4th Floor, Ruby House, Dadar, Mumbai and by Personal Guarantees of three Directors of the company viz. Mr. Jayant S.
Chheda, Mr. Parag J. Chheda and Mr. Vipul J. Chheda.
14.9 Working Capital/Demand Loans from Indus Bank Rs 30.53 million (Rs NIL million as on 31.03.19, Rs NIL million as on 31.03.18, Rs NIL million as on 31.03.17 and Rs NIL million as on 31.03.16) are secured by first pari passu
charge by way of joint hypothecation in favour of Lenders of all present and future current Assets of the Borrower, entire stocks of raw materials, semi-finished and finished goods, stores & spares and such other
movables including book debts, bills whether documentary or clean, outstanding monies, receivables both present & future and also by second pari passu charge in favour of the lenders on all the movable & immovable
fixed assets situated at Athal, Plant, Dadra Plant, Haridwar Plant, Kolhapur Plant, Chennai Plant & office premises at 4th Floor, Ruby House, Dadar, Mumbai and by Personal Guarantees of three Directors of the company
viz. Mr. Jayant S. Chheda, Mr. Parag J. Chheda and Mr. Vipul J. Chheda.
Note
247
Note 15 : Restated Statement of Other Financial Liabilities

(` in millions)
Particulars 30-06-2019 31-03-2019 31-03-2018 31-03-2017 31-03-2016
Non-Current Financial Liabilities
Security Deposits 160.80 160.29 162.04 154.51 139.75
Total 160.80 160.29 162.04 154.51 139.75
Current Financial Liabilities

Current Maturities of Long Term Debt
Rupee Loans From Banks 304.77 373.70 409.19 242.94 219.42
Foreign Currency Loans From Banks 77.65 77.80 73.32 30.40 -
Rupee Loans From Others 3.23 3.15 3.20 1.28 1.05
Interest Accrued but not due on Borrowings 8.82 1.33 8.64 8.34 2.41
Interest Accrued and due on Borrowings - - - 3.45 -
Interest payable to MSMED 0.09 0.07 0.27 0.08 0.07
Creditors for Capital Goods 50.14 63.43 43.65 14.45 20.88
Employee Related Liabilities 126.07 119.76 94.72 64.68 57.01
Derivative Liability 11.23 5.50 13.89 35.52 6.24
Other Current Liabilities 451.72 469.95 316.95 343.22 250.90
Total 1,033.72 1,114.69 963.83 744.36 557.98
Note
Note 16 : Restated Statement of Provisions

(` in millions)
Particulars 30-06-2019 31-03-2019 31-03-2018 31-03-2017 31-03-2016
Non-Current
Provision for Employee Benefits 84.92 78.16 68.83 45.47 43.13
Total 84.92 78.16 68.83 45.47 43.13
Current
Provision for Employee Benefits 11.28 16.47 12.05 24.12 21.34
Total 11.28 16.47 12.05 24.12 21.34
Note
Note 17 : Restated Statement of Lease Liabilities

(` in millions)
Particulars 30-06-2019 31-03-2019 31-03-2018 31-03-2017 31-03-2016
Non-Current
Lease Liabilities 39.87 43.95 60.59 - 8.90
Total 39.87 43.95 60.59 - 8.90
Current
Lease Liabilities 16.42 16.64 17.50 8.90 10.53
Total 16.42 16.64 17.50 8.90 10.53
Note
Note 18 : Restated Statement of Deferred Tax Liabilities

(` in millions)
Particulars 30-06-2019 31-03-2019 31-03-2018 31-03-2017 31-03-2016
Deferred Tax Liabilities/(Assets) attributed to:
Property, Plant and Equipments 149.30 179.88 165.90 143.59 131.54
Others (Primarily include financial assets, employee benefit and
(35.12) (44.39) (38.41) (26.34) (22.40)
expense disallowances)
Total 114.18 135.49 127.49 117.25 109.14
Note : Deferred Tax Liabilities/(Assets) in relation to : (` in millions)

Property, Plant & Others including
Particulars
Equipment Financial Assets
Balance as at April 1, 2015 140.10 (23.86)
Charged / (credited)
- To Profit and Loss (8.56) 2.39
- To OCI - (0.93)
Balance as at March 31, 2016 131.54 (22.40)
- To Profit and Loss 12.05 (3.76)
- To OCI - (0.18)
- To OCI - 0.77
248

- To OCI (0.74)
- To Profit and Loss (30.58) 9.03
- To OCI 0.24
Balance as at June 30, 2019 149.30 (35.12)
Note
2.The above statement should be read with the notes to restated summary statements of assets and liabilities,profits and losses and cash flows as appearing in Annexure-E .
Note 19 : Restated Statement of Trade Payables

(` in millions)
Particulars 30-06-2019 31-03-2019 31-03-2018 31-03-2017 31-03-2016
Trade Payables - Outstanding to Micro, Small and Medium Enterprises 32.63 46.11 50.03 67.79 49.86
Trade Payables - Other than Micro, Small and Medium Enterprises
1,671.18 2,105.52 1,919.98 953.40 941.56
(Refer Note 43)
Total 1,703.81 2,151.63 1,970.01 1,021.19 991.42
Note
1.Information as required to be disclosed under the Micro, Small and Medium Enterprises Development Act, 2006 has been determined to the extent such parties have been identified on the basis of information
available with the Company and relied upon by auditors.
Note 20 : Restated Statement of Current Tax Liabilities

(` in millions)
Particulars 30-06-2019 31-03-2019 31-03-2018 31-03-2017 31-03-2016
Provision for Income Tax
(Net of Advance Tax Rs 981.67 million as at 30.06.19 and Rs 706.02 million as at 28.59 - 27.39 - -
31.03.18 )
Total 28.59 - 27.39 - -
Note
Note 21 : Restated Statement of Other Liabilities

(` in millions)
Particulars 30-06-2019 31-03-2019 31-03-2018 31-03-2017 31-03-2016
Non Current
Capital Advances received - - 5.10 - -
Total - - 5.10 - -
Current
Statutory Dues 55.76 148.39 40.57 91.16 45.91
Advances received from Customers 25.50 16.29 17.39 27.38 9.65
Total 81.26 164.68 57.96 118.54 55.56
Note
249
Note 22 : Restated Statement of Revenue From Operations (Refer Note 45)

(` in millions)
For the Three
months ended
Particulars 31-03-2019 31-03-2018 31-03-2017 31-03-2016
30-06-2019
(Ind AS)
Sale of Products
Finished Goods 3,707.35 15,118.31 12,624.95 12,136.92 10,452.11
Traded Goods 85.11 487.60 529.25 1,124.79 329.97
Total 3,792.46 15,605.91 13,154.20 13,261.71 10,782.08
Other Operating Revenue
Scrap Sales 4.10 21.38 32.88 32.70 27.58
Compensation - 0.50 16.50 - -
GST Claim (Refer Note 44) - 86.78 - - -
Duty Drawback - 0.67 - - 0.40
Profit on Sale of Import Licenses 1.10 3.45 1.87 5.74 -
Labour Charges - - - - 0.51
5.20 112.78 51.25 38.44 28.49
Total 3,797.66 15,718.69 13,205.45 13,300.15 10,810.57
Note
1.The figures disclosed above are based on the restated summary statement of profit and loss of the Company.
Note 23 : Restated Statement of Other Income

(` in millions)
For the Three
months ended
Particulars 31-03-2019 31-03-2018 31-03-2017 31-03-2016
30-06-2019
(Ind AS)
Interest 4.00 8.94 11.62 9.16 3.31
Dividend - 0.05 0.05 0.03 0.06
Profit on Sale of Investments (Net) - - - 3.61 -
Profit on Sale of Property, Plant and Equipment (Net) - 28.87 - - -
Gain on fair valuation of Investments through Profit and loss 0.26 0.69 0.93 1.84 -
Foreign Currency Exchange Difference (Net) - 18.18 - 10.09 -
Mark to Market gain on Derivatives - - 15.34 - -
Commission Income - - 29.76 - -
Rent Income - 4.13 2.51 - -
Balances written back - 10.40 - - 0.29
Miscellaneous Income - - 0.05 0.07 1.95
Total 4.26 71.26 60.26 24.80 5.61
Note
250
Note 24 : Restated Statement of Cost of Materials Consumed

(` in millions)
For the Three
months ended
Particulars 31-03-2019 31-03-2018 31-03-2017 31-03-2016
30-06-2019
(Ind AS)
Inventory at the beginning of the year 1,065.51 1,255.04 771.21 588.89 622.12
Add : Purchases 2,794.08 10,539.06 9,421.97 8,547.06 7,013.83
3,859.59 11,794.10 10,193.18 9,135.95 7,635.95
Less : Inventory at the end of the year 1,069.67 1,065.51 1,255.04 771.21 588.89
Total 2,789.92 10,728.59 8,938.14 8,364.74 7,047.06
Note 73.46% 68.25% 67.69% 62.89%
Note 25 : Restated Statement of Purchase of Stock in Trade

(` in millions)
For the Three
months ended
Particulars 31-03-2019 31-03-2018 31-03-2017 31-03-2016
30-06-2019
(Ind AS)
Trading Purchases 62.62 340.84 461.74 1,075.44 327.43
Total 62.62 340.84 461.74 1,075.44 327.43
Note
Note 26 : Restated Statement of Changes in Inventories of Finished goods, Work-In-Progress and Stock-in- Trade
(` in millions)
For the Three
months ended
Particulars 31-03-2019 31-03-2018 31-03-2017 31-03-2016
30-06-2019
(Ind AS)
Stock at the end of the year
Traded goods 98.73 99.48 77.95 66.23 47.46
Work in Progress 47.05 32.09 24.20 19.28 43.02
Finished Goods - Pipes & Fittings 941.75 792.45 1,026.05 857.09 302.54
A 1,087.53 924.02 1,128.20 942.60 393.02
Stock at the beginning of the year

Traded goods 99.48 77.95 66.23 47.46 18.79
Work in Progress 32.09 24.20 19.28 43.02 40.25
Finished Goods - Pipes & Fittings 792.45 1,026.05 857.09 302.54 421.22
B 924.02 1,128.20 942.60 393.02 480.26
(Increase)/Decrease in Stocks (B-A) (163.51) 204.18 (185.60) (549.58) 87.24
Note
251
Note 27 : Restated Statement of Employee Benefit Expenses

(` in millions)
For the Three months
ended
Particulars 31-03-2019 31-03-2018 31-03-2017 31-03-2016
30-06-2019
(Ind AS)
Remuneration to Directors 10.32 41.27 41.27 32.90 18.60
Salary, Wages and Bonus 169.12 664.14 609.98 523.27 461.89
Contribution to Provident Fund and other Fund 10.81 44.38 44.92 32.22 25.06
Staff Welfare 5.75 24.11 22.26 21.17 21.67
Employee Compensation Expenses (ESOP 2017) 1.83 9.41 7.18 - -
Total 197.83 783.31 725.61 609.56 527.22
Note
Note 28 : Restated Statement of Finance Cost

(` in millions)
ended
Particulars 31-03-2019 31-03-2018 31-03-2017 31-03-2016
30-06-2019
(Ind AS)
Interest
On Working Capital from Banks 37.34 153.90 156.24 163.83 176.12
On Term Loans 26.59 167.48 156.36 148.09 123.29
Others 0.47 10.67 3.38 8.58 2.44
on Lease Liability 0.53 0.96 7.14 6.21 4.51
64.93 333.01 323.12 326.71 306.36
Bank Commission and Charges 8.92 30.99 37.96 37.03 28.61
Total 73.85 364.00 361.08 363.74 334.97
Note
Note 29 : Restated Statement of Other Expenses

(` in millions)
ended
Particulars 31-03-2019 31-03-2018 31-03-2017 31-03-2016
30-06-2019
(Ind AS)
Consumption of Stores and Spares 14.65 112.54 125.49 106.05 80.53
Power and Fuel Expenses 100.87 385.69 340.76 338.14 299.31
Labour Charges 67.89 250.75 289.12 260.21 187.49
Repairs Expenses
-Repairs to Machinery 3.76 16.87 16.03 19.04 13.95
-Repairs to Building - - - - 5.96
-Repairs to Others 1.54 10.74 14.61 13.18 11.76
Factory Maintenance Expenses 7.93 33.06 40.13 37.04 23.91
Miscellaneous Expenses 3.68 18.92 21.58 22.96 12.39
Computer Expenses 5.36 17.77 16.85 14.35 7.99
Loss on fair valuation of Investments through Profit and loss - - - - 0.26
Brokerage and Commission 0.27 27.52 4.16 10.83 0.50
Printing and Stationery 0.77 4.38 4.78 4.46 4.20
Telephone and Internet Charges 1.58 8.56 9.00 9.43 6.41
Rates and Taxes 0.94 0.07 22.04 35.44 69.67
Insurance Premium 3.47 10.08 7.11 5.22 3.63
Foreign Currency Exchange Difference (Net) 8.42 - 24.19 - 48.73
MTM Losses on Derivatives 5.73 6.03 - 11.07 3.87
Legal and Professional Fees 7.84 33.18 45.07 43.27 39.53
Director's Sitting Fees 0.05 0.23 0.08 - -
Transport, Freight and Octroi Charges 47.98 232.40 135.78 101.46 66.34
Advertisement and Sales Promotion Expenses 36.56 432.79 201.95 150.24 122.99
Rent and Maintenance Expenses 23.56 89.00 92.91 55.89 16.83
Travelling and Conveyance Expenses 24.47 92.58 86.98 69.80 50.50
Bad Debts 0.00 - 0.87 0.76 -
Loss on sale of Property, Plant and Equipment (Net) 6.66 - 7.65 5.69 2.19
Donation 1.80 10.44 6.35 12.62 6.45
Corporate Social Responsibility Expenditure (Refer Note 47) - 0.06 38.18 - -
Electricity Expenses 0.53 1.52 2.24 1.24 1.69
Payment to Auditors
-Audit Fees 0.65 2.50 2.00 1.50 1.40
-Reimbursement of expenses - 0.05 0.01 0.02 0.02
-Others - 0.05 0.30 0.42 0.04
Total 383.67 1,802.71 1,577.14 1,338.49 1,088.54
Note
252
Note 30 : Capital Management (Ind AS 1):

The Company’s objectives when managing capital are to:
i) maximise shareholder's value and provide benefits to other stakeholders and,
ii) maintain an optimal capital structure to reduce the cost of capital.
The capital structure of the Company consists of issued capital, share premium and all other equity reserves attributable to the equity holders. The company’s risk management committee reviews the capital structure of the company. The
Company monitors capital using debt-equity ratio, which is debt divided by equity.
(` in millions)
Particulars 30-06-2019 31-03-2019 31-03-2018 31-03-2017 31-03-2016
Debt* 2,976.81 2,969.12 3,645.89 3,219.87 2,973.95
Equity 4,278.56 4,007.67 3,165.79 2,425.44 1,841.75
Debt to Equity 0.70 0.74 1.15 1.33 1.61
*Debt is defined as non-current borrowings, current borrowings and current maturities of long term borrowings excluding lease liabilities, as described in notes 13,14 and 15 .
In addition the Company has financial covenants relating to the borrowing facilities that it has taken from the lenders like interest coverage service ratio, Debt to EBITDA, etc. which is maintained by the Company.
Note 31 : Financial Risk Management Objectives (Ind AS 107)
The Company’s principal financial liabilities, other than derivatives, comprises of borrowings, trade and other payables. These are primarily represents liabilities from operations and financial liabilities to finance the company’s
operations. The company’s principal financial assets, other than derivatives include trade and other receivables, investments and cash and cash equivalents that derive directly from its operations.
The Company’s activities expose it to market risk, liquidity risk and credit risk. The Company’s overall risk management focuses on the unpredictability of financial markets and seek to minimise potential adverse effects on the
financial performance of the Company. The company uses derivative financial instruments, such as foreign exchange forward contracts, cross currency swaps that are entered to hedge foreign currency risk exposure and
hedge variable interest rate exposure. Derivatives are used exclusively for hedging purposes and not as trading or speculative instruments.
The sources of risks which the company is exposed to and their management is given below:
Risk Exposure Arising From Measurement Management
A. Market Risk
Committed commercial transaction Cash Flow Forecasting
Forward foreign exchange contracts and cross
1) Foreign Exchange Risk
Financial Instruments not denominated in INR Sensitivity Analysis currency swap
Cross currency swap, monitoring of limits of fund

2) Interest Rate Long Term Borrowings at variable rates Sensitivity Analysis, Interest rate movements based and non fund based facitilites,
diversification of borrowing portfolio
Active inventory management, Sales Price linked

3) Commodity Price Risk Movement in prices of commodities Sensitivity Analysis, Commodity price tracking
to purchase price
Trade receivables, Investments, Derivative financial Credit limit and credit worthiness monitoring,
B. Credit Risk Ageing analysis, Credit Rating
instruments, loans Criteria based approval process
Monitoring of credit lines and borrowing limits,

C. Liquidity Risks Borrowings and Other Liabilities and Liquid investments Rolling cash flow forecasts
channel finance arrangement
The Company has policies, procedures and authorisation matrix for utilisation of funds, which ensures deployment of fund in prudent manner and the availability of funding through an adequate amount of credit facilities to
meet obligation when due. Compliances of these policies and procedures are reviewed by internal auditors on periodical basis.
The Company's treasury team updates Senior management on periodical basis about implementation and execution of above policies. It also updates senior management on periodical basis about various risk to the business
and status of various activities planned to mitigate the risk.
A. Market Risk
Market risk is the risk of loss of future earnings, fair values or future cash flows that may result from a change in the price of a financial instrument. The value of a financial instrument may change as a result of changes in the
interest rates, foreign currency exchange rates, commodity prices, equity prices and other market changes that affect market risk sensitive instruments. Market risk is attributable to all market risk sensitive financial
instruments including investments and deposits, foreign currency receivables, payables and borrowings.
1) Foreign Currency risk

Foreign currency risk is the risk of impact related to fair value or future cash flows of an exposure in foreign currency, which fluctuate due to changes in foreign exchange rates. The Company’s exposure to the risk of changes in
foreign exchange rates relates primarily to import of raw materials, capital expenditure and exports. When a derivative is entered for the purpose of being a hedge, the Company negotiates the terms of those derivatives to
match the terms of the hedged exposure.
The Company evaluates exchange rate exposure arising from foreign currency transactions. The Company follows established risk management policies and procedures. It uses derivative instruments like foreign currency
forwards and cross currency swaps to hedge exposure to foreign currency risk.
253
(in millions)
Outstanding foreign currency exposure 30-06-2019 31-03-2019 31-03-2018 31-03-2017 31-03-2016
Financial Liabilities
Trade Payables
USD 14.40 20.54 15.16 9.01 4.93
Euro 0.43 0.21 0.02 - 0.02
AED - - - - 1.11
Borrowing
USD 2.63 2.91 4.03 8.18 0.94
Others
USD 0.02 0.03 - - -
Financial Assets
Trade Receivables
USD 0.01 0.00 0.02 0.01 0.00
Others
USD 0.05 0.00 0.29 0.13 0.01
Euro 0.02 0.02 0.21 0.05 -
AED 0.81 0.81 0.91 - -
Foreign Currency sensitivity on unhedged exposure

Gain / (Loss) in rupees due to increase in foreign exchange rates by 100 bps (` in millions)
Particular 30-06-2019 31-03-2019 31-03-2018 31-03-2017 31-03-2016
USD (11.73) (1.96) (8.43) (2.49) (1.75)
EURO (0.32) (0.15) 0.15 0.04 (0.02)
AED 0.15 0.15 0.16 - (0.20)
Note: If rate is increased by 100 bps profit before tax will decrease by an equal amount.
2) Interest Rate Risk
Interest rate risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market interest rates. The company's exposure to the risk of changes in market interest rates
relates primarily to the company's term loans and short term borrowing with floating interest rate. For foreign currency loan with floating rate, the risk of variation in interest rate is mitigated through cross currency swap. The
company constantly moniters the credit markets and rebalances its financing strategies to achieve an optimal maturity profile and financing cost.
Interest Rate exposure (` in millions)

Floating Rate
Particular Total Borrowing
Borrowing
INR 2,795.63 2,795.63
USD 181.18 181.18
Total as at June 30, 2019 2,976.81 2,976.81
INR 2,768.15 2,768.15
USD 200.98 200.98
Total as at March 31, 2019 2,969.13 2,969.13
INR 3,383.18 3,383.18
USD 262.72 262.72
Total as at March 31, 2018 3,645.89 3,645.89
INR 2,928.05 2,928.05
USD 291.83 291.83
Total as at March 31, 2017 3,219.87 3,219.87
INR 2,973.96 2,973.96
USD - -
Total as at March 31, 2016 2,973.96 2,973.96
Interest rate sensitivities for unhedged exposure

Gain / (Loss) due to increase in interest rates by 100 bps (` in millions)
Particular 30-06-2019 31-03-2019 31-03-2018 31-03-2017 31-03-2016
INR (29.77) (29.69) (36.46) (32.20) (30.36)
Note: If the rate is decreased by 100 bps profit before tax will increase by an equal amount.
Interest rate sensitivity has been calculated assuming the borrowings are outstanding at the reporting date have been outstanding for the entire reporting period. Further, the calculations for unhedged floating rate borrowing
have been done on the INR value of foreign currency borrowing.
Forward exchange and Cross Currency Swaps Contracts:

(a) Derivatives for hedging currency and interest rates, outstanding are as under:
Particular Purpose Currency 30-06-2019 31-03-2019 31-03-2018 31-03-2017 31-03-2016
Forward Contracts Imports USD (in million) 15.37 17.74 1.92 6.04 2.29
Forward Contracts Buyers Credit USD (in million) - - - 2.67 0.94
Cross Currency Swap ECB* USD (in million) 2.63 2.91 4.03 4.50 -
* External Commercial Borrowings
254
(b) Cash Flow Hedges
The Company has raised foreign currency external commercial borrowings and to mitigate the risk of foreign currency and floating interest rates the Company has taken Cross Currency Swaps. The Company is following hedge
accounting for the foreign currency borrowings raised based on qualitative approach.
The Company assesses hedge effectiveness based on following criteria:
(i) an economic relationship between the hedged item and the hedging instrument;
(ii) the effect of credit risk; and
(iii) assessment of the hedge ratio
The Company designates the Cross currency swaps to hedge its currency risk and interest rate risk and applies a hedge ration 1:1.
Foreign currency cash flow

Foreign Currency
Particular As at
USD Million
Buy currency for External Commercial Borrowings (USD) 30-06-2019 -
Buy currency for External Commercial Borrowings (USD) 31-03-2017 4.50
Cross Currency Swaps

Nominal Amount
Particular As at
USD Million
2 to 5 years 30-06-2019 2.63
2 to 5 years 31-03-2019 2.91
2 to 5 years 31-03-2018 4.03
2 to 5 years 31-03-2017 4.50
Recognition of gains/(losses) under interest rates swaps contracts designated under cash flow hedges:
30-06-2019 31-03-2019 31-03-2018 31-03-2017
(Ind AS) (Ind AS) (Ind AS) (Ind AS)
Particular ` in million ` in million ` in million ` in million ` in million ` in million ` in million ` in million
Ineffective
Effective hedge Ineffective Hedge Effective hedge Ineffective Hedge Effective hedge Ineffective Hedge Effective hedge
Hedge
(OCI) (Profit and Loss) (OCI) (Profit and Loss) (OCI) (Profit and Loss) (OCI)
(Profit and
Gain/(Loss) 1.63 - 0.61 - 4.18 - (10.29) -
3) Commodity Price Risk

Commodity price risk for the Company is mainly related to fluctuations in raw material prices linked to various external factors, which can affect the production cost of the Company. To manage this risk, the Company
monitors factors affecting prices, identifies new sources of supply of raw material, monitors inventory level, etc. Additionally, processes and policies related to such risks are reviewed and controlled by senior management and
monitored by the procurement department.
B. Credit Risk Management

Credit risk arises when a customer or counterparty does not meet its obligations under a financial instrument or customer contract, leading to a financial loss. The Company is exposed to credit risk from its operating activities
(primarily trade receivables) and from its financing / investing activities, including deposits with banks, foreign exchange transactions and financial guarantees. The Company has no significant concentration of credit risk with
any counterparty.
Trade Receivables
Trade receivables are consisting of a large number of customers / distributors. The Company has credit evaluation policy for each customer / distributor and based on the evaluation credit limit of each customer / distributor is
defined. The Company's marketing team are responsible for monitoring receivable on periodical basis. Wherever the Company assesses the credit risk as high, the exposure is backed by security deposits and post dated
cheques.
Total trade receivables as on June 30,2019 is Rs. 1,904.77 million (March 31, 2019 is Rs . 2,503.61 million, March 31 , 2018 is Rs. 2,393.93 million, March 31 , 2017 is Rs. 2,367.37 million, March 31, 2016 is Rs. 2,389.93 million.)
As per simplified approach, the Company makes provision of expected credit losses on trade receivables using a provision matrix to mitigate the risk of default payments and makes appropriate provision at each reporting
date wherever outstanding is for longer period and involves higher risk. The policy for creating provision for credit losses on trade receivables is as per following provision matrix:-
Particulars Provision Matrix

0 to 1 year Nil
Above one year and less than two years 20%
Above two year and less than three years 40%
Above three year and less than four years 80%
More than four year 100%
Further, in addition to the provisions as per provision matrix, the Company also provides for credit allowances on specific identification basis.
Movement of expected credit loss allowance on trade receivables: (` in millions)

Particular 30-06-2019 31-03-2019 31-03-2018 31-03-2017 31-03-2016
Opening Provision 42.21 37.28 16.37 8.21 -
Add: Provision during the year 6.71 4.93 21.79 8.91 8.33
Less: Utilised during the year - - (0.87) (0.76) (0.12)
Closing Provision 48.92 42.21 37.28 16.37 8.21
Investments, Derivative Instruments, Cash and Cash Equivalent and Bank Deposit:
Credit Risk on cash and cash equivalent, deposits with the banks / financial institutions is generally low as the said deposits have been made with the banks / financial institutions who have been assigned high credit rating by
international and domestic rating agencies.
Credit Risk on Derivative Instruments are generally low as Company enters into the Derivative Contracts with the reputed Banks and Financial Institutions.
255
B. Liquidity Risk
Liquidity risk is defined as the risk that the Company will not be able to settle or meet its obligations on time or at reasonable price. Prudent liquidity risk management implies maintaining sufficient cash and marketable
securities and the availability of funding through an adequate amount of credit facilities to meet obligations when due. The Company’s treasury team is responsible for liquidity, funding as well as settlement management. In
addition, processes and policies related to such risks are overseen by senior management. Management monitors the Company’s liquidity position through rolling forecasts on the basis of expected cash flows.
The table below provides details regarding the remaining contractual maturities of financial liabilities and investments held for managing the risk at the reporting date based on contractual undiscounted payments.
(` in millions)
For the three months ended
Less than 1 year 1 to 5 years More than 5 years Total
30-06-2019 (Ind AS)
Term Loan (Including current maturities of Long term Loans) 385.65 981.82 - 1,367.47
Short term loan 1,609.34 - - 1,609.34
Trade Payable 1,703.81 - - 1,703.81
Interest accrued but not due on borrowing 8.82 - - 8.82
Other financial liabilities 628.02 160.80 - 788.82
Lease Liability 16.42 39.87 56.29
Derivative Liability 11.23 - - 11.23
(` in millions)
As at 31-03-2019 (Ind AS) Less than 1 year 1 to 5 years More than 5 years Total
Term Loan (Including current maturities of Long term Loans) 454.65 1,057.69 - 1,512.34
Short term loan 1,456.78 - - 1,456.78
Trade Payable 2,151.63 - - 2,151.63
Other financial liabilities 653.21 160.29 - 813.50
Lease Liability 16.64 43.95 - 60.59
Derivative Liability 5.50 - - 5.50
(` in millions)
Term Loan (Including current maturities of Long term Loans) 485.70 1,461.87 - 1,947.57
Short term loan 1,698.33 - - 1,698.33
Trade Payable 1,970.01 - - 1,970.01
Other financial liabilities 455.59 - - 455.59
Lease Liability 17.50 60.59 - 78.09
Derivative Liability - 13.89 - 13.89
(` in millions)
Term Loan (Including current maturities of Long term Loans) 274.62 1,044.28 13.33 1,332.24
Short term loan 1,887.64 - - 1,887.64
Trade Payable 1,021.19 - - 1,021.19
Lease Liability - - - -
Derivative Liability 15.11 20.42 - 35.52
(` in millions)
As at 31-03-2016 (Proforma Ind AS) Less than 1 year 1 to 5 years More than 5 years Total
Term Loan (Including current maturities of Long term Loans) 220.46 894.63 - 1,115.09
Short term loan 1,858.87 - - 1,858.87
Trade Payable 991.42 - - 991.42
Lease Liability - - - -
Derivative Liability 4.13 2.11 - 6.24
Note 31A : Classification of Financial Assets and Liabilities (Ind AS 107)
(` in millions)
Particulars 30-06-2019 31-03-2019 31-03-2018 31-03-2017 31-03-2016
Financial Assets at amortised cost
Trade receivable 1,904.77 2,503.61 2,393.93 2,367.37 2,389.93
Loans 82.04 76.55 76.02 55.15 57.59
Cash and cash equivalents 2.54 88.90 2.31 27.18 0.45
Other Balances with Banks 127.60 134.25 93.98 96.50 85.28
Other Financial Assets 88.19 87.64 2.09 0.94 3.40
Financial Assets at fair value through profit or loss
Investment 8.02 7.77 7.07 6.14 14.22
Derivative Asset 1.17 0.47 0.53 - -
Financial Assets at fair value through other comprehensive income
Investments 1.04 - 0.28 1.09 0.84
Total 2,215.36 2,899.19 2,576.20 2,554.37 2,551.71
Financial Liabilities at amortised cost*
Term Loans from Banks (including current maturities of long term borrowing) 1,367.47 1,512.34 1,947.56 1,332.23 1,115.09
Working Capital loans/ Cash credits 1,609.34 1,456.78 1,698.32 1,887.64 1,858.87
Trade Payable 1,703.81 2,151.63 1,970.01 1,021.19 991.42
Lease Liabilities 56.29 60.59 78.09 - -
Other Financial Liabilities 797.64 814.82 626.26 588.73 360.84
Fair Value Hedging Instruments
Derivative Liability 11.23 5.50 13.89 35.52 6.24
Total 5,545.78 6,001.67 6,334.14 4,865.32 4,332.46
* Considering the nature of financial assets and financial liabilities fair value is same as amortised cost.
256
Note 32 : Fair Value measurements (Ind AS 113)
The fair values of the financial assets and liabilities are included at the amount at which the instrument could be exchanged in an orderly transaction in the principal (or most advantageous) market at measurement date under
the current market condition regardless of whether that price is directly observable or estimated using other valuation techniques. The Company has established the following fair value hierarchy that categorises the values
into 3 levels. The inputs to valuation techniques used to measure fair value of financial instruments are:
Level 1: This hierarchy uses quoted (unadjusted) prices in active markets for identical assets or liabilities. The fair value of all quoted investments which are traded in the stock exchanges is valued using the closing price or
dealer quotations as at the reporting date.
Level 2: The fair value of financial instruments that are not traded in an active market is determined using valuation techniques which maximize the use of observable market data and rely as little as possible on company
specific estimates. Unquoted investments are valued using the closing Net Asset Value. If all significant inputs required to fair value an instrument are observable, the instrument is included in Level 2.
Level 3: If one or more of the significant inputs is not based on observable market data, the instrument is included in Level 3.
(` in millions)
Fair Value
Particulars
30-06-2019 31-03-2019 31-03-2018 31-03-2017 31-03-2016
Financial Assets at fair value through profit or loss
Investments-Level 1 8.02 7.77 7.08 6.14 14.22
Fair Value hedging instruments
Derivative Assets- level 2 1.17 0.47 0.53 - -
Financial Assets at fair value through other comprehensive income
Investment- Level 2 1.04 - 0.28 1.09 0.84
Total 10.22 8.24 7.89 7.23 15.06
Fair Value hedging instruments
Derivative liability- level 2 11.23 5.50 13.89 35.52 6.24
Total 11.23 5.50 13.89 35.52 6.24
The management assessed that cash and bank balances, trade receivables, trade payables, cash credits and other financial assets and liabilities approximate their carrying amounts largely due to the short-term maturities of
these instruments.
The following methods and assumptions were used to estimate the fair values:
(a) The fair values of the quoted investments are based on market price/net asset value at the reporting date.
(b) The fair value of unquoted investments is based on closing Net Assets Value.
(c) The fair value of forward foreign exchange contracts is calculated as the present value determined using forward exchange rates and interest rate curve of the respective currencies.
(d) The fair value of currency swap is calculated as the present value determined using forward exchange rates, currency basis spreads between the respective currencies, interest rate curves and an appropriate discount
factor.
(e) The fair value of the remaining financial instruments is determined using discounted cash flow analysis. The discount rates used is based on management estimates.
257
Note 33 : Contingent Liability and Commitments not provided for in respect of ;

i) Claims against the company not acknowledged as debt
(` in millions)
As at
31-03-2016
Particulars 30-06-2019 31-03-2019 31-03-2018 31-03-2017
(Proforma Ind
AS)
Income Tax 25.54 25.54 25.54 15.77 15.68
Excise Duty 0.38 0.38 0.36 5.69 5.71
Labour Cases - - - 1.10 1.10
Other Cases 1.10 1.10 1.10 1.10 1.10
Cash outflows for the above are determinable only on receipt of judgments pending at various forums / authorities.
ii) Guarantees
a) Guarantees given by Banks on behalf of the Company to Government and Semi Government Authorities upto Rs. 23.12 million (March 31,2019 Rs. 19.49 million, March 31,2018 Rs.8.09 million, March 31,2017 Rs. 10.61 million , March 31, 2016 Rs.11.54 million).
b) Corporate Guarantee given by the Company on behalf of its Group Company M/s Pinnacle Realty Projects Pvt Ltd. to the Kotak Mahindra Bank Ltd. on Sanctioned Facilities of Rs. NIL (March 31,2019 Rs. NIL, March 31,2018 Rs. NIL, March 31,2017 Rs. 63.15 million, March 31,2016 Rs.100.06 million)
iii) Others
The Company has availed benefit of EPCG Scheme on import of capital goods. Duty obligation contingent on achievement of future exports is Rs Nil (March 31,2019 Rs. Nil, March 31,2018 Rs. Nil, March 31,2017 Rs.Nil, March 31,2016 Rs.57.46 millions) and other commitments Rs. 671.19 millions ( March 31,2019 Rs.
677.13 million, March 31,2018 Rs.242.00 millions, March 31,2017 Rs.31.89 millions and March 31, 2016 Rs Nil).
iv) Commitments
Estimated amount of Contracts remaining to be executed on Capital account and not provided for are Rs. 353.57 million (March 31,2019 Rs 450.70 millions, March 31,2018 Rs.451.43 millions, March 31,2017 Rs.75.85 millions, March 31, 2016 Rs.1,20.74 millions)
v) The Hon’ble Supreme Court of India by their order dated February 28, 2019, has clarified the principles based on which allowances paid to the employees should be identified for inclusion in basic wages for the purposes of computation of Provident Fund contribution.
Pending directions or clarification from the EPFO, the quantification of impact, if any, is not ascertainable and consequently no effect has been given in the accounts.
Note 34 : Employee Benefits

The disclosures required under IND AS 19 " Employee Benefits" are given below :
A Defined Contribution Plans:
Amount recognized as an expense and included in Note 27 under the head “Contribution to Provident and other Funds” of Statement of Profit and Loss Rs. 12.92 million (March 31,2019 Rs.32.73 millions, March 31,2018 Rs.31.39 millions, March 31, 2017 Rs.27.29 millions, March 31,2016 of Rs.24.84 millions)
B Defined Benefit Plans:
Gratuity:
The Company operates a defined benefit plan covering eligible employees, which provides a lump sum payment to vested employees at retirement, death, incapacitation or termination of employment, of an amount based on the respective employees salary and the tenure of employment. The Gratuity scheme of the
company is funded for certain employees and non funded for the remaining employees.
Compensated Absences :
The Company allows privilege leave and sick leave to its employees. Privilege leave and sick leave are accumulated and can be availed during the period of employment or encashed at the time of resignation, retirement or termination of employment.
i) Reconciliation of opening and closing balances of the present value of the Defined Benefit Obligation: (` in millions)
For the period ended 30-06-2019 For the year ended 31-03-2019 For the year ended 31-03-2018 For the year ended 31-03-2017 For the year ended 31-03-2016
Particulars Gratuity Compensated Gratuity Compensated Gratuity Compensated Gratuity Compensated Gratuity Compensated
Funded Non Funded Absences Funded Non Funded Absences Funded Non Funded Absences Funded Non Funded Absences Funded Non Funded Absences
Present Value of obligations at the beginning of the year 2.21 47.94 46.69 2.01 39.89 40.99 1.25 35.82 33.78 0.89 28.96 35.50 0.98 20.82 41.04
Interest Cost 0.04 0.92 0.89 0.16 3.11 3.20 0.09 2.45 2.31 0.06 2.23 2.76 0.07 1.56 3.10
Past Service Cost - - - - - - - 0.76 - - - - - - -
Current Service Cost 0.09 1.61 3.02 0.34 6.19 12.10 0.37 5.45 10.68 0.44 6.27 19.42 0.30 5.46 22.49
Benefits paid - (0.88) - (1.13) (3.36) (3.00) (0.21) (2.36) (3.02) (0.22) (2.22) (2.03) (0.29) (1.53) (2.52)
Actuarial (gain)/ loss on obligation (0.00) (0.96) (3.04) 0.83 2.11 (6.60) 0.52 (2.23) (2.75) 0.08 0.58 (21.88) (0.17) 2.65 (28.61)
Present Value of obligations at the end of the year 2.34 48.63 47.56 2.21 47.94 46.69 2.02 39.89 40.99 1.25 35.82 33.78 0.90 28.96 35.50
ii) Statement showing changes in the fair value of plan assets (` in millions)
Fair Value of plan assets at the beginning of the year 2.62 - - 3.06 - - 3.04 - - 2.68 - - 2.53 - -
Actual Return on Plan Assets - - - 0.22 - - 0.23 - - 0.22 - - 0.20 - -
Contributions - 0.88 - 0.00 3.36 3.00 - 2.36 3.02 0.36 2.22 2.03 0.23 1.53 2.52
Benefits paid - (0.88) - (0.66) (3.36) (3.00) (0.21) (2.36) (3.02) (0.22) (2.22) (2.03) (0.29) (1.53) (2.52)
Fair Value of Plan Assets at the end of the year 2.62 - - 2.62 - - 3.06 - - 3.04 - - 2.68 - -
iii) Amount to be recognised in the Balance Sheet (` in millions)

Present Value of obligation 2.33 48.63 47.57 2.21 47.94 46.69 2.01 39.89 40.99 1.25 35.82 33.78 0.89 28.96 35.50
Fair Value of Plan Assets 2.62 - - 2.62 - - 3.06 - - 3.04 - - 2.68 - -
Funded Status 0.30 (48.63) (47.57) 0.42 (47.94) (46.69) 1.05 (39.89) (40.99) 1.79 (35.82) (33.78) 1.79 (28.96) (35.50)
Unrecognized Actuarial gain/ (loss) - - - - - - - - - - - - - - -
Net Asset/(Liability) recognised in the Balance Sheet* 0.30 (48.63) (47.57) 0.42 (47.94) (46.69) 1.05 (39.89) (40.99) 1.79 (35.82) (33.78) 1.79 (28.96) (35.50)
* Asset related to funded gratuity is not recognised in the books of accounts
iv) Expenses recognised in the Profit and Loss Statement (` in millions)

Current Service Cost 0.09 1.61 3.02 0.34 6.19 12.10 0.37 5.45 10.68 0.44 6.27 19.42 0.30 5.46 22.49
Interest Cost (0.01) 0.92 0.89 (0.08) 3.11 3.20 0.09 2.45 2.31 0.06 2.23 2.76 0.07 1.56 3.10
Expected Return on Plan Assets - - - - - - (0.21) - - (0.22) - - (0.23) - -
Past Service cost - - - - - - - 0.76 - - - - - - -
Net Actuarial gain/ (loss) recognised in the year - - (3.04) - - (6.60) - - (2.75) - - (21.88) - - (28.61)
Expenses recognised in the Profit and Loss Statement 0.08 2.53 0.87 0.26 9.30 8.70 0.25 8.66 10.23 0.27 8.50 0.30 0.14 7.02 (3.01)
v) Re-Measurement recognised in OCI (` in millions)

Changes in Financial Assumptions 0.09 1.70 - 0.14 (1.85) - (0.92) 3.82 - (0.10) (2.35) - 0.01 0.32 -
Changes in Demographic Assumptions - - - - - - - - - - - - - - -
Experience Adjustment (0.09) (2.66) - (0.97) (0.26) - 0.41 (1.59) - 0.02 1.77 - 0.15 (2.97) -
Actual return on Plan Assets less interest on plan assets - - - - - - - - - (0.00) - - (0.02) - -
Expenses recognised in OCI (0.00) (0.96) - (0.83) (2.11) - (0.51) 2.23 - (0.08) (0.58) - 0.14 (2.65) -
vi) Maturity Profile of Defined Benefit Obligation (` in millions)

Within next 12 month 0.37 9.12 6.79 0.43 9.37 6.38 0.35 9.48 5.74 0.25 8.42 4.96 0.19 7.54 4.47
Between 1 and 5 year 2.21 48.32 27.88 1.80 37.33 21.82 2.18 43.73 26.79 1.57 36.42 18.26 1.36 31.43 16.12
Between 5 and 10 year - - - - - - - - - - - - - - -
10 Year and above - - - - - - - - - - - - - - -
vii) Sensitivity Analysis for significant assumption (` in millions)

0.5% Increase in discount rate (0.07) (1.50) (1.58) (0.19) (3.19) (3.76) (0.02) (0.22) (0.28) (0.01) (0.17) (0.19) (0.01) (0.18) (0.25)
0.5% decrease in discount rate 0.08 1.59 1.68 0.29 3.53 4.20 0.02 0.23 0.28 0.01 0.17 0.19 0.01 0.18 0.25
0.5% Increase in salary escalation clause 0.08 1.64 1.71 0.30 3.67 4.31 0.01 0.09 0.17 0.00 0.08 0.09 0.00 0.07 0.10
258
0.5% Decrease in salary escalation clause (0.08) (1.56) (1.62) (0.20) (3.34) (3.88) (0.01) (0.09) (0.17) (0.00) (0.08) (0.09) (0.00) (0.07) (0.10)
* These Sensitivities have been calculated to show the movement in defined benefit obligation in isolation and assuming there are no other changes in market conditions at the accounting date. There have been no changes from the previous periods in the methods and assumptions used in preparing the sensitivity
analyses.
viii) Major Categories of Plan Assets as Percentage of Total Plan

Funds managed by insurer (LIC) 100% - - 100% - - 100% - - 100% - - 100%
ix) Principal actuarial assumptions at the Balance Sheet date

Discounted Rate 7.07% 7.07% 7.07% 7.65% 7.65% 7.65% 7.80% 7.80% 7.80% 6.84% 6.84% 6.84% 8.00% 8.00% 8.00%
Expected Return on Plan Assets - - - - - - 7.65% - - 8.15% - - 9.00% - -
Indian Indian Indian

Indian Assured Indian Assured Indian Assured Indian Assured Indian Assured Indian Assured Indian Assured Indian Assured Indian Assured Indian Assured Indian Assured Indian Assured
Assured Lives Assured Lives Assured Lives
Lives Mortality Lives Mortality Lives Mortality Lives Mortality Lives Mortality Lives Mortality Lives Mortality Lives Mortality Lives Mortality Lives Mortality Lives Mortality Lives Mortality
Mortality Mortality Mortality Mortality
(2012-14) (2012-14) (2012-14) (2006-08) (2006-08) (2006-08) (2006-08) (2006-08) (2006-08) (2006-08) (2006-08) (2006-08)
(2006-08) (2006-08) (2006-08)
Ultimate Ultimate Ultimate Ultimate Ultimate Ultimate Ultimate Ultimate Ultimate Ultimate Ultimate Ultimate
Ultimate Ultimate Ultimate
Rate of increase in compensation 3.00% 3.00% 8.00% 3.00% 3.00% 8.00% 3.00% 3.00% 8.00% 3.00% 3.00% * refer note 3.00% 3.00% * refer note
Withdrawal Rates 10.00% 10.00% 10.00% 10.00% 10.00% 10.00% 10.00% 10.00% 10.00% 10.00% 10.00% 10.00% 10.00% 10.00% 10.00%
Retirement Age 60 yrs 60 yrs 60 yrs 60 yrs 60 yrs 60 yrs 60 yrs 60 yrs 60 yrs 60 yrs 60 yrs 60 yrs 60 yrs 60 yrs 60 yrs
* Note : The rate of increase in compensation for privilege leave encashment is 3% and for sick leave encashment it is 8%.
x) Particulars For the period ended 30-06-2019 For the year ended 31-03-2019 For the year ended 31-03-2018 For the year ended 31-03-2017 For the year ended 31-03-2016
Gratuity Compensated Gratuity Compensated Gratuity Compensated Gratuity Compensated Gratuity Compensated
Weighted average duration of defined benefit obligation 6.69 11.05 NA 6.44 12.09 NA 5.44 11.11 NA 4.20 11.13 NA 3.44 11.17 NA
xi) Expected rate of return on Plan Assets is based on expectation of the average long term rate of return expected on investments of the fund during the estimated term of the obligations.
xii) The estimates of future salary increases are considered taking into account inflation, seniority, promotion and other relevant factors.
xiii) Asset Liability matching strategy:

The money contributed by the Company to the Gratuity fund to finance the liabilities of the plan has to be invested for funded gratuity plan. The trustees of the such plan have outsourced the investment management of the fund to an Insurance Company. The Insurance Company in turn manages these funds as per the
mandate provided to them by the trustees and the asset allocation which is within the permissible limits prescribed in the insurance regulation. Due to the restriction in the type of investment that can be held by the fund,it is not possible to explicitly follow an asset libility matching strategy. There is no compulsion on
the part of the Company to fully prefund the liability of the Plan.
xiv) The Company’s expected contribution during next year is Rs. 12.67 millions (March 31, 2019 Rs . 22.73 millions, March 31,2018 Rs.20.23 millions, March 31, 2017 of Rs.26.47 millions, March 31,2016 of Rs.27.74 millions)
259
Note 35 : Disclosure as required by Ind AS 101 "First Time Adoption of Ind AS"
The Financial Statements, for the three months ended June 30,2019 and for the year ended 31st March, 2019 are prepared in accordance with Ind AS and Financial
statements, for the year ended 31st March, 2018 are the first Ind AS Financial Statements, which the Company has prepared in accordance with Ind AS. For the
period upto and including the year ended 31st March, 2017, the Company prepared its financial statements in accordance with the accounting standards notified
under section 133 of the Companies Act, 2013, read together with para 7 of the Companies (Accounts) rules, 2014 (Indian GAAP).
The Proforma Financial Information of the Company as at and for the year ended March 31, 2016, is prepared in accordance with requirements of SEBI Circular
SEBI/HO/CFD/DIL/CIR/P/2016/4 dated March 31, 2016 ("SEBI Circular"). As envisaged by the SEBI Circular, the Company has followed the same accounting policy
choices (both mandatory exceptions and optional exemptions availed as per Ind AS 101) as initially adopted on its Ind AS transition date while preparing proforma
financial information for the FY 2015-16 and accordingly suitable restatement adjustments in the accounting heads have been made in the proforma financial
information. This proforma Ind AS financial information have been prepared by making Ind AS adjustments to the audited Indian GAAP financial statements as at
and for the year ended March 31, 2016.
This note explains the principles adjustments made by the Company in restating its Indian GAAP restated financial information, including the restated financial
information as at and for the year ended 31st March, 2017 and 31st March, 2016.
Ind AS 101 allows first-time adopters certain exemptions from the retrospective application of certain requirements under Ind AS. The Company has availed the
following exemptions and exceptions:
A. Deemed cost for property, plant and equipment
The Company has elected to continue with the carrying value of all of its plant and equipment and intangible assets as recognised as of 1st April, 2016 (transition
date) measured as per the previous GAAP and use that carrying value as its deemed cost as of the transition date
B. Estimates
An entity's estimates in accordance with Ind AS at the date of transition to Ind AS shall be consistent with estimates made for the same date in accordance with
previous GAAP (after adjustments to reflect any difference in accounting policies), unless there is objective evidence that those estimate were in error.
Ind AS estimate as at 1st April, 2016 are consistent with the estimates as at the same date made in conformity with previous GAAP. The Company made estimate
for following items in accordance with Ind AS as the date of transition as these were not required under previous GAAP.
•
Investment in equity instruments carried at FVTPL or FVTOCI;
•
Investment in debt instruments carried at FVTPL and Impairment of financial assets based on expected credit loss model.
Disclosure as required by Ind AS 101 First time adoption of Ind AS

(` in millions)
As at
Particulars Note 31-03-2017 31-03-2017 31-03-2017
IGAAP Adjustments Ind AS

ASSETS
Non-Current Assets
Property, plant and equipment 2,636.91 - 2,636.91
Capital Work in Progress 180.34 - 180.34
Goodwill A 2.51 0.45 2.96
Other Intangible Assets 34.76 - 34.76
Financial Assets
Investments B 3.25 4.00 7.25
Loans 51.49 - 51.49
Other Non-Current Assets C 11.24 3.23 14.47
Total Non-Current Assets 2,920.50 7.68 2,928.18
Current Assets
Inventories 1,742.40 - 1,742.40
Financial Assets - -
Investments - - -
Trade Receivables 2,367.37 - 2,367.37
Cash and Cash Equivalents 27.18 - 27.18
Other Balances with Banks 96.50 - 96.50
Loans 3.66 - 3.66
Other Financial Assets 0.94 - 0.94
Income Tax Assets (net) 30.41 - 30.41
Other Current Assets C 402.64 1.23 403.87
-
Assets classified as held for sale -
Total Current Assets 4,671.10 1.23 4,672.33
Total Assets 7,591.60 8.91 7,600.51
260
(` in millions)
As at

Equity
Equity Share Capital 450.08 - 450.08
Other Equity A,B,C,D 1,973.22 7.10 1,980.32
Total Equity 2,423.30 7.10 2,430.40
Liabilities
Borrowings 1,057.62 - 1,057.62
Other Financial Liabilities 154.51 - 154.51
Provisions 45.47 - 45.47
Deferred Tax liabilities (Net) H 114.95 1.71 116.66
Other Liabilities - - -
Total Non-Current Liabilities 1,372.55 1.71 1,374.26
Current Liabilities
Borrowings 1,887.64 - 1,887.64
Trade Payables - MSME 67.79 - 67.79
Trade Payables - Other than MSME 953.40 - 953.40
Other Financial Liabilities D 744.26 0.10 744.36
Current tax Liabilities - - -
Other Liabilities 118.54 - 118.54
Total Current Liabilities 3,795.75 0.10 3,795.85
Total Liabilities 5,168.30 1.81 5,170.11
Total Equity and Liabilities 7,591.60 8.91 7,600.51
261

(` in millions)
As at
IGAAP Adjustments Ind AS (Proforma)
ASSETS
Non-Current Assets
Property, plant and equipment 2,313.84 - 2,313.84
Capital Work in Progress 141.27 - 141.27
Goodwill A 2.96 - 2.96
Other Intangible Assets 36.33 - 36.33
Financial Assets
Investments B 3.22 1.92 5.14
Loans 53.77 - 53.77
Other Non-Current Assets C 23.93 1.73 25.66
Total Non-Current Assets 2,575.32 3.65 2,578.97
Current Assets
Inventories 1,005.18 - 1,005.18
Financial Assets - - -
Investments 9.93 - 9.93
Trade Receivables 2,389.93 - 2,389.93
Cash and Cash Equivalents 0.45 - 0.45
Other Balances with Banks 85.28 - 85.28
Loans 3.82 - 3.82
Other Financial Assets 3.40 - 3.40
Income Tax Assets (net) 15.56 - 15.56
Other Current Assets C 418.76 0.39 419.15
Assets classified as held for sale - - -

Total Current Assets 3,932.31 0.39 3,932.70
Total Assets 6,507.63 4.04 6,511.67

Equity
Equity Share Capital 480.08 - 480.08
Other Equity A,B,C,D, F 1,357.58 3.15 1,360.73
Total Equity 1,837.66 3.15 1,840.81
Liabilities
Borrowings 894.63 - 894.63
Other Financial Liabilities 139.75 - 139.75
Deferred Tax liabilities (Net) H 107.50 0.68 108.18
Other Liabilities - - -
Total Non-Current Liabilities 1,185.01 0.68 1,185.69
Current Liabilities
Financial Liabilities
Borrowings 1,858.87 - 1,858.87
Trade Payables - MSME 49.86 - 49.86
Trade Payables - Other than MSME 941.56 - 941.56
Other Financial Liabilities D 557.78 0.20 557.98
Current tax Liabilities - - -
Other Liabilities 55.56 - 55.56
Total Current Liabilities 3,484.97 0.20 3,485.17
Total Liabilities 4,669.98 0.88 4,670.86
Total Equity and Liabilities 6,507.63 4.03 6,511.67
262

(` in millions)
Year ended

REVENUE
Revenue from Operations E 12,625.80 674.35 13,300.15
Other Income B 22.96 1.84 24.80
Total Revenue 12,648.76 676.19 13,324.95
EXPENSES
Cost of Materials Consumed 8,364.74 - 8,364.74
Purchase of Stock-in-Trade 1,075.44 - 1,075.44
Changes in Inventories of Finished Goods, Stock-in-Trade
E (515.97) (33.61) (549.58)
and Work-in-Progress
Excise duty E - 835.19 835.19
Employee Benefit Expense F 610.14 (0.58) 609.56
Finance Cost C 359.88 (2.35) 357.53
Depreciation and Amortization Expenses A 317.15 (0.45) 316.70
Other Expenses D, E 1,482.56 (127.33) 1,355.23
Total Expenses 11,693.94 670.87 12,364.81
Profit before exceptional items and tax 954.82 5.31 960.13
Exceptional Items - - -
Profit before tax 954.82 5.31 960.13
Tax expense
Current tax 203.76 - 203.76
Deferred tax H 7.46 1.20 8.66
(Excess) / Short Provision for tax adjustments in respect of earlier years (Net) - - -
Total Tax Expense 211.22 1.20 212.42
Profit for the year 743.60 4.11 747.71

Items that will not be reclassified to Profit or Loss F,B (0.00) (0.33) (0.33)
Income tax relating to items that will not be reclassified to profit or loss H - 0.18 0.18
Items that will be reclassified to Profit or Loss G - (10.29) (10.29)
Income tax relating to items that will be reclassified to profit or loss - - -
Total Other Comprehensive Income (0.00) (10.44) (10.44)
Total Comprehensive Income for the year 743.60 (6.33) 737.27
263

(` in millions)
Year ended
IGAAP Adjustments Ind AS (Proforma)

REVENUE
Revenue from Operations E 10,089.86 720.71 10,810.57
Other Income B 5.61 - 5.61
Total Revenue 10,095.47 720.71 10,816.18
EXPENSES
Cost of Materials Consumed 7,047.06 - 7,047.06
Purchase of Stock-in-Trade 327.43 - 327.43
Changes in Inventories of Finished Goods, Stock-in-Trade
E 73.10 14.13 87.24
and Work-in-Progress
Excise duty E 0.01 736.88 736.89
Employee Benefit Expense F 529.87 (2.65) 527.22
Finance Cost C 332.57 (2.11) 330.46
Depreciation and Amortization Expenses A 285.25 - 285.25
Other Expenses D, E 1,134.33 (29.84) 1,104.48
Total Expenses 9,729.62 716.41 10,446.03
Profit before exceptional items and tax 365.85 4.30 370.15
Exceptional Items -
Profit before tax 365.85 4.30 370.15
Tax expense
Current tax 80.97 - 80.97
Deferred tax H (8.74) 1.58 (7.16)
(Excess) / Short Provision for tax adjustments in respect of earlier years (Net) - - -
Total Tax Expense 72.23 1.58 73.81
Profit for the year 293.62 2.72 296.34

Items that will not be reclassified to Profit or Loss F,B - (2.80) (2.80)
Income tax relating to items that will not be reclassified to profit or loss H - 0.93 0.93
Items that will be reclassified to Profit or Loss G - - -
Income tax relating to items that will be reclassified to profit or loss - - -
Total Other Comprehensive Income - (1.87) (1.87)
Total Comprehensive Income for the year 293.62 0.85 294.47
264
(` in millions)
Increase / (Decrease) Increase / (Decrease)

in retained earnings in Total Comprehensive Income
Note Particulars
As at As at For year ended For year ended

31-03-2017 31-03-2016 31-03-2017 31-03-2016
(Ind AS) (Proforma) (Ind AS) (Proforma)
A Intangible Assets (Ind AS 38 and Ind AS 101)
The Company has purchased goodwill on account of amalgamation. As per Ind AS, The Acquirer measures goodwill at amount recognised
at the acquisition dates less any accumulated impairment losses. Hence goodwill is never amortised and annually tested for impairment. 0.45 - 0.45 -
As per Indian GAAP, Goodwill was amortised over a period of 10 years. Such goodwill is not required to be amortised under Ind AS.
B Financial Instruments: Equity Investments (Ind AS 109)
The company has designated its Quoted investments at Fair value through Profit and Loss (FVTPL) and its unquoted investments at Fair
value through Other comprehensive income(FVOCI). As per Ind AS FVTPL and FVOCI investments needs to be measured at fair value. At
4.00 1.92 2.08 (0.41)
the date of transition to Ind AS, difference between the fair value of the investments and carrying amount as per IGAAP has been
recognised in retained earnings and OCI reserves respectively.
C Finance Cost (Ind AS 109)
Under IGAAP, Loan Processing fees incurred in raising the borrowings is amortised over the tenure of the borrowings. As per Ind AS, Loan
processing fees is amortised as per effective interest rate. Hence, effective interest cost as per Ind AS, is adjusted against prepaid 4.46 2.11 2.35 2.11
expenses.
D Financial Instruments: Forward Contracts (Ind AS 109)
The company uses derivative financial instruments, such as forward contracts to hedge its foreign currency risk. As per Ind AS, forward
exchange contracts are accounted as derivative intrument measured at FVTPL. Gain or loss on account of changes in fair value of such
(0.10) (0.20) (0.10) (0.20)
forward exchange contract is recognised in statement of profit and loss. Hence, The Company fair values forward contracts and recognise
any changes on account of such fair valuation in statement of profit and loss / retained earnings.
E Revenue from operations (Ind AS 18)
i) Under IGAAP, sales promotion expenses directly attributable to sales was recognised as a part of other expenses. Under Ind AS 18, revenue from sale of products is measured at the fair value of consideration
received or receivable. Hence, Commission on sales and some part of Advertisement & Sales Promotion Expenses, being nature of fair value of consideration of sales of goods, will be netted off against Revenue
rather than being presented as part of other expenses.
ii) As per Ind AS, amounts collected on behalf of third party such as sales taxes, goods and services taxes and value added taxes are not economic benefits which flow to the entity and do not results in increase in
equity. Therefore, they are excluded from revenue. Hence Excise duty will be presented as part of expenses.
F Remeasurements of post-employment benefit obligation (Ind AS 19 and Ind AS 1)
Both under IGAAP and Ind AS, the company recognised costs related to its post employement defined benefit plan on an acturial basis. Under IGAAP, the entire cost, including acturial gain and losses, are charged
to Statement of Profit and loss. Under Ind AS, remeasurements on account of acturial gain losses pertaining to gratuity are recognised immediately in the balance sheet with a correcsponding debit or credit to
retained earnings through OCI.
G Other Comprehensive Income (OCI) (Ind AS 1)
In accordance with Ind AS, movement in OCI includes effective portion of gains and loss on hedging instruments in a cash flow hedge and remeasurements on defined benefit liability which was charged to
Statement of Profit and Loss as per IGAAP.
H Deferred Tax (Ind AS 12 and Ind AS 1)
IGAAP requires deferred tax accounting using the income statement approach, which focuses on differences between taxable profits and accounting profits for the period. Ind AS 12 requires to account for deferred
taxes using the balance sheet approach, which focuses on temporary differences between the carrying amount of an asset or liability in the balance sheet and its tax base.
The application of Ind AS 12 approach has resulted in recognition of deferred tax on new temporary differences which was not required under IGAAP. In Addition, deferred tax adjustments is also done for
transistional adjustments wherever they results in timing differences by corresponding adjustments to retained earnings or profit and loss account. Deferred Tax relating to items recognised directly in OCI or equity
is recognised in OCI or Equity and not in the Statement of Profit and Loss.
265
Note 36 : Related Party Disclosures
For the period ended For the year ended For the year ended For the year ended For the year ended
a) Name of Related Party 30-06-2019 31-03-2019 31-03-2018 31-03-2017 31-03-2016
M/S Prince Marketing SI * SI * SI * SI * SI *

M/s Pinnacle Realty Projects Pvt. Ltd. SI * SI * SI * SI * SI *
M/s Ace Polyplast Pvt. Ltd. SI * SI * SI * SI * SI *
Prince Foundation SI * SI * SI * SI * SI *
Jayant S. Chheda Charitable Trust SI * SI * SI * SI * SI *
Mrs. Tarla J. Chheda (Wife of Director) Relatives *** Relatives *** Relatives *** Relatives *** Relatives ***
Mrs. Ashwini V. Chheda (Wife of Director) Relatives *** Relatives *** Relatives *** Relatives *** Relatives ***
Jayant S. Chheda (HUF) (Relative) Relatives *** Relatives *** Relatives *** Relatives *** Relatives ***
Mrs. Vaishali H. Shah (Relative) Relatives *** Relatives *** Relatives ***
Mrs. Heena P. Chheda (Relative till 30th September, 2016) Relatives *** Relatives *** Relatives *** Relatives *** Relatives ***
Mrs. Heena P. Chheda (Director w.e.f 1st October, 2016) KMP ** KMP ** KMP ** KMP ** -
Mr. Jayant S. Chheda (Managing Director) KMP ** KMP ** KMP ** KMP ** KMP **
Mr. Parag J. Chheda (Director) KMP ** KMP ** KMP ** KMP ** KMP **
Mr. Vipul J. Chheda (Director) KMP ** KMP ** KMP ** KMP ** KMP **
Mr. Nihar P. Chheda (Associate Vice President) Relatives *** Relatives ***
Mr. Ramesh Chandak (Independent Director) KMP ** KMP ** KMP **
Mr. Mohinder Pal Bansal (Independent Director) KMP ** KMP ** KMP **
Mr. Sundar Parthasarathy (Independent Director) KMP ** KMP **
Mr. Dilip Deshpande (Independent Director) KMP **
Mr. Anup Pravin Shah (Independent Director) KMP **
Mrs. Uma Mandavgane (Independent Director) KMP ** KMP ** KMP **
* SI represents Enterprises over which Key Managerial Personnel have significant influence as defined in Ind AS 24
** KMP represents Key Managerial Personnel as defined in Ind AS 24
*** Relatives represents Relatives of Key Managerial Personnel as defined in Ind AS 24
b) Transactions carried out with related parties referred above, in the ordinary course of business: (` in millions)
For the year
For the period ended For the year ended For the year ended For the year ended ended
Name of the transacting related party Nature of Transactions 30-06-2019 31-03-2019 31-03-2018 31-03-2017 31-03-2016
(Ind AS) (Ind AS) (Ind AS) (Ind AS) (Proforma Ind
AS)
M/S Prince Marketing Sale of Goods - 146.81 - 162.40 31.89
M/s Ace Polyplast Pvt. Ltd. Sale of Goods - - - 594.50 78.98
M/S Prince Marketing Purchase of Goods - 36.43 641.80 1,038.76 978.82
M/s Ace Polyplast Pvt. Ltd. Purchase of Goods 193.24 66.41 1,275.92 1,645.77 1,004.10
Advance against
M/S Prince Marketing - 54.58 345.42 - -
Property
M/S Prince Marketing Rent paid - - - 0.14 0.23
Jayant S. Chheda Rent paid 0.60 2.31 2.20 2.08 1.98
Parag J. Chheda Rent paid 1.21 4.62 4.39 4.17 3.97
Vipul J. Chheda Rent paid 1.21 4.62 4.39 4.17 3.97
Tarla J. Chheda Rent paid 0.60 2.31 2.20 2.08 1.98
Ashwini V. Chheda Rent paid 1.21 4.62 4.39 4.17 3.97
Remuneration and
Jayant S. Chheda 3.42 13.67 12.53 12.00 7.20
Commission
Remuneration and
Parag J. Chheda 2.82 11.27 10.33 10.50 6.00
Commission
Remuneration and
Vipul J. Chheda 2.52 10.07 9.23 9.30 5.40
Commission
Remuneration and
Heena P. Chheda (w.e.f from 1st October, 2016) 1.57 6.28 5.75 3.30 -
Commission
Heena P. Chheda (Paid till 30th September, 2016) Professional Fees - - - 1.80 3.60
Ashwini V. Chheda Salary 0.19 0.81 0.83 0.83 0.72
Nihar P. Chheda Salary 0.31 0.82 - - -
Ashwini V. Chheda Sale of Shares 0.01 - - - -
Vaishali H. Shah Salary 0.07 0.29 1.04 - -
Prince Foundation Donation 1.58 5.88 6.18 8.05 5.10
Jayant S. Chheda Charitable Trust Donation - - - - 0.05
Mr. Ramesh Chandak (Independent Director) Sitting fees 0.03 0.08 0.03 - -
Mr. Mohinder Pal Bansal (Independent Director) Sitting fees - 0.05 0.03 - -
Mr. Sundar Parthasarathy (Independent Director) Sitting fees - 0.03 - - -
Mrs. Uma Mandavgane (Independent Director) Sitting fees 0.03 0.08 - - -
Mr. Anup Pravin Shah (Independent Director) Sitting fees - - 0.03 - -
c) Outstanding balances: (` in millions)

As at
31-03-2016
Name of the transacting related party Nature of Transaction 30-06-2019 31-03-2019 31-03-2018 31-03-2017
(Proforma Ind
AS)
M/s Ace Polyplast Pvt. Ltd. Trade Receivables - 146.81 - 83.66 -
M/S Prince Marketing Trade Payables - - 73.67 177.52 53.43
M/s Ace Polyplast Pvt. Ltd. Trade Payables - - 164.73 - 83.49
Advances for Trade
M/s Ace Polyplast Pvt. Ltd. - 37.19 - - -
Payables
Advance against
M/S Prince Marketing 400.00 400.00 345.42 - -
Property
M/S Prince Marketing Rent paid - - - - -
Jayant S. Chheda Rent paid 1.14 - - - 0.30
Parag J. Chheda Rent paid 0.94 - - - -
Vipul J. Chheda Rent paid 0.84 - - - -
Tarla J. Chheda Rent paid - - - - 0.15
Remuneration and
Jayant S. Chheda - 1.14 1.14 1.20 0.60
Commission Payable
Remuneration and
Parag J. Chheda - 0.94 0.94 1.00 0.50
Commission Payable
Remuneration and
Vipul J. Chheda - 0.84 0.84 0.90 0.45
Commission Payable
Jayant S. Chheda Deposit given 1.35 1.35 1.35 1.35 1.98
Parag J. Chheda Deposit given 2.70 2.70 2.70 2.70 3.97
Vipul J. Chheda Deposit given 2.70 2.70 2.70 2.70 3.97
Tarla J. Chheda Deposit given 1.35 1.35 1.35 1.35 1.98
Ashwini V. Chheda Deposit given 2.70 2.70 2.70 2.70 3.97
Remuneration and
Heena P. Chheda (w.e.f from 1st October, 2016) 0.52 0.52 0.52 0.55 -
Commission Payable
Vaishali H. Shah Salary Payable 0.04 0.04 0.04 - -
Nihar P. Chheda Salary Payable 0.10 0.10 - - -
Ashwini V. Chheda Sale of shares 0.01
Ashwini V. Chheda Salary Payable 0.06 0.08 0.08 0.08 0.06
The above mentioned related parties are identified by the management and the same has been relied upon by the auditors
266
Note 37 : Share Based Payments (Ind AS 102)

The Company has granted 900158 options to its eligible employees in various ESOP Schemes, details are as under:
i) No of Option granted will be 900158
ii) Exercise price of options will be Rs 200 per share
iii) Date of grant 15th September 2017
iv) Period within which options will vest unto the participant:
End of 1 year from the date of grant of options: 10%
v) Maximum term of options granted is 4 years
vi)Method of settlement is equity settled
Employee stock option activity under Scheme 2017 is as follows:
For the period For the year For the year For the year For the year
ended ended ended ended ended
Particulars 30-06-19 31-03-19 31-03-18 31-03-17 31-03-16
No of No of No of
WAEP No of shares WAEP No of shares WAEP WAEP WAEP
shares shares shares
Outstanding at beginning of the year 7,29,004 8,51,160 - - - - - - -
Granted during the year - - - 9,00,158 - - - - -
Forfeited during the year 22,400 1,22,156 - 48,998 - - - - -
Cancelled during the year - - - - - - - - -
Exercised during the year - - - - - - - - -
Outstanding at the end of the year 7,06,604 7,29,004 - 8,51,160 - - - - -
Options Unvested at the end of the year 7,06,604 7,29,004 - 8,51,160 - - - - -
Vested and exercisable at the end of the year - - - - - - - - -
The Company has accounted for the above as compensation cost following the Guidance Note issued by the Institute of Chartered Accountants of India relating to Employee Share Based Payment
Fair Valuation:
The fair value of option have been done by an independent firm on the date of grant using the Black-Scholes Model
The Key assumptions in the Black-Scholes Model for calculating fair value as on the date of grant:
Grant Date: September 15, 2017

Variables
Vest 1 Vest 2 Vest 3 Vest 4
Fair Market Value 200 200 200 200
Volatility 0.00% 0.00% 0.00% 0.00%
Risk free Rate 6.20% 6.34% 6.48% 6.60%
Exercise Price 200 200 200 200
Expected Life 2 3 4 5
Dividend yield 0 0 0 0
Option Fair Value 22.66 33.67 44.42 54.73
Vesting schedule 0.1 0.2 0.3 0.4
Weighted average fair value 44.22
Details of Liabilities arising from the share based payment were as follows:
Variables
30-06-19 31-03-19 31-03-18 31-03-17 31-03-16
Total Carrying Amount (in million) 18.42 16.58 7.18 - -
Note 38 : Income Taxes (Ind AS 12)
Reconciliation of Effective Tax Rate

(` in millions)
For the For the For the

For the year For the year
period year year
Particulars ended ended
ended ended ended
31-03-18 31-03-16
30-06-19 31-03-19 31-03-17
Profit before Tax 339.31 1,114.68 951.67 959.08 369.99

Tax Expense 72.62 281.17 224.01 217.26 74.64
Effective Tax Rate (in %) 21.40% 25.22% 23.54% 22.65% 20.17%
Effect of Non-Deductible / Deductible expenses (in %) 3.76% -1.92% 11.03% 11.52% 13.88%
Effect of MAT credit utilised (in %) - 11.64% 0.77% 0.89% 1.33%
Interest under Section 234B & 234C (in %) - - -0.73% -0.45% -0.78%
Applicable Tax Rate (in %) 25.17% 34.94% 34.61% 34.61% 34.61%
During the period ended June 30, 2019, the Company have elected an option of reduced income tax rate of 22% available under section 115BAA which is made effective vide Taxation Laws
(Amendment) Ordinance 2019 from assessment year beginning on or after the April 01, 2020. Pursuant to election of above option, the Companies have reduced the deferred tax liabilities
amounting to Rs. 49.94 million due to reduction in effective income tax rate to 25.17%.
267
Note 39 : Assets held for Disposals (Ind AS 105)

During the year ended March 31, 2018, The Company has identified certain assets to be disposed off like land, buiding, machinery and electrical fittings which are not in use by the Company. The
Company has received advance from potential buyer and expects the same to be disposed off with in next twelve months.
Note 40 :
The Company is engaged in the business manufacturing and selling of PVC pipes and fittings primarily in India. As per Ind AS 108 “Operating Segments”, specified under Section 133 of the
Companies Act, 2013, there are no reportable operating or geographical segments applicable to the Company
Note 41 : Disclosure pertaining to Ind AS-33 Earnings Per Share
Earnings per share (EPS) is calculated as under :

(` in millions)
period year year
Sr No Particulars ended ended
ended ended ended
31-03-18 31-03-16
30-06-19* 31-03-19 31-03-17
Profit for the year attributable to owners of the company
1 266.69 833.51 727.66 741.82 295.35
(A)
Weighted average number of equity shares for Basic and
2 90.02 90.02 90.02 94.52 93.02
Diluted EPS (B)
3 Basic / Diluted EPS (A/B) 2.96 9.26 8.08 7.85 3.18
4 Nominal Value of Share 10.00 10.00 10.00 10.00 10.00
* Not Annualised
Note 42 : Disclosure pertaining to Ind AS 116 Lease is as under
Ind AS 116 replaces Ind AS 17 – Leases and related interpretation and guidance. The Company has applied Ind AS 116 , under which the cumulative effect of initial application is recognised in
retained earnings at April 1, 2015.
The Company has applied a single discount rate to a portfolio of leases with reasonably similar characteristics. The Company has treated the leases with remaining lease term of less than 12
months as if they were "short term leases". The Company has not applied the requirements of Ind AS 116 for leases of low value assets.
The effect of implementing standard is as under

(` in millions)
Particulars
30-06-19 31-03-19 31-03-18 31-03-17 31-03-16
Right-of-Use Assets - Properties
Opening Balance 62.37 78.29 10.62 22.22 -
Reclassified on account of adoption of IND AS 116 - - - - 33.81
Additions - - 79.62 - -
Deletions - - - - -
Depreciation 3.98 15.92 11.95 11.59 11.59
Closing Balance 58.39 62.37 78.29 10.62 22.22
The following is the movement in lease liabilities :-
(` in millions)
Particulars
30-06-19 31-03-19 31-03-18 31-03-17 31-03-16
Lease Liabilities
Opening Balance 60.59 78.09 8.90 19.43 -
Reclassified on account of adoption of IND AS 116 - - - - 30.86
Additions - - 79.62 -
Finance Costs accrued 0.53 0.96 7.14 6.21 4.51
Payment of Lease Liabilities 4.83 18.46 17.58 16.74 15.94
Closing Balance 56.29 60.59 78.09 8.90 19.43
268
The table below provides details regarding the contractual maturities of lease liabilities on an undiscounted basis are :
(` in millions)
For the For the year
year year year
Particulars period ended ended
ended ended ended
30-06-19 31-03-19
31-03-18 31-03-17 31-03-16
Less than one year 19.63 19.39 18.46 16.05 16.74
One to five years 57.15 62.22 81.61 - 16.05
TOTAL 76.78 81.61 100.07 16.05 32.78
Rental expenses recorded for short term leases was Rs 12.92 million (2018-19 : Rs 44.96 million, Rs 2017-18: Rs.43.86 million, 2016-17: Rs.25.14 million , 2015-16: Rs.9.13 million)
Note 43 : Information as per the requirement of Section 22 of the Micro, Small and Medium Enterprises Development Act, 2006
(` in millions)
Sr No Particulars
30-06-19 31-03-19 31-03-18 31-03-17 31-03-16
The principal amount remaining unpaid to any supplier at the

a (i) 32.63 46.11 50.03 67.79 49.86
end of accounting year included in trade payables
a (ii) Interest due on above and unpaid interest 0.09 0.07 0.27 0.08 0.07
Total (i+ii) 32.73 46.18 50.30 67.88 49.93
The amount of interest paid by the buyer in terms of section
b - - - - -
16 of the Act
The amount of the payment made to the supplier beyond the
c - - - - -
appointed day during the accounting year
The amounts of interest accrued and remaining unpaid at the
d 0.09 0.07 0.27 0.08 0.07
end of financial year
The amount of interest due and payable for the period of delay
in making payment (which have been paid but beyond the due
e - - - - -
date during the year) but without adding the interest specified
under this Act
the amount of further interest remaining due and payable
even in the succeeding years, until such date when the interest
dues above are actually paid to the small enterprise, for the
f - - - - -
purpose of disallowance of a deductible expenditure under
section 23 of the Micro, Small and Medium Enterprises
Development Act, 2006.
The identification of suppliers as micro, small and medium enterprise defined under " The Micro, Small and Medium Enterprises Development Act, 2006" was done on the basis of information to
the extent provided by the suppliers of the Company
Note 44 : Government Grants (IND AS 20)

Other Operating Revenues includes Incentives under Budgetary Support Scheme in Uttarakhand of Rs 86.78 million.
Note 45 : Revenue (IND AS 115)

a. Revenue from manufacturing and trading activities
The Company is primarily in the Business of manufacture and sale of plastic pipes and fittings. All sales are made at a point in time and revenue from contract with customer are recognised when
goods are dispatched and the control over the goods sold are transferred to customers. The Company does not expect to have any contracts where the period between the transfer of goods and
payment by customer exceeds one year. Hence, the Company does not adjust revenue for the time value of money.
In compliance with Ind AS 115, discounts and incentives provided to customers are now treated as variable components of consideration and have been recognised as revenue deductions instead
of other expenses. Such discount were recognized as deduction from revenue in previous period also.
Revenue recognised from Contract liability (Advances from Customers):

(` in millions)
Particulars
30-06-19 31-03-19 31-03-18 31-03-17 31-03-16
Closing Contract Liability 25.50 16.29 17.39 27.38 9.65
The Contract liability outstanding at the beginning of the year has been recognised as revenue during the previous years.
269
Reconciliation of revenue as per contract price and as recognised in statement of profit and loss:
(` in millions)
For the For the year
period year year
Particulars year ended ended
ended ended ended
31-03-18 31-03-16
30-06-19 31-03-19 31-03-17
Revenue as per Contract price 3,974.73 15,933.51 13,380.30 13,673.07 11,062.03
Less: Discounts and incentives 182.27 327.60 226.11 411.36 279.95
Revenue as per statement of profit and loss 3,792.46 15,605.91 13,154.20 13,261.71 10,782.08
b. Revenue from turnkey project activities

The Company recognises revenue from contracts with customers when it satisfies a performance obligation by transferring promised goods or services to customer. The revenue is recognised to
the extent of transaction price allocated to the performance obligation satisfied. For performance obligation satisfied over time, the revenue recognition is done by measuring the progress
towards the same which is based on the completion of milestone as per the terms of the contract. The Company measures the progress using the output method.
Revenue recognised from Contract liability (Advances from Customers):

(` in millions)
Particulars
30-06-19 31-03-19 31-03-18 31-03-17 31-03-16
Closing Contract Liability - - - - -
Revenue recognised from Contract Asset (Project Inventory):

(` in millions)
Particulars
30-06-19 31-03-19 31-03-18 31-03-17 31-03-16
Closing Contract Asset 59.10 - - - -
Reconciliation of revenue as per contract price and as recognised in statement of profit and loss:
(` in millions)
For the For the
For the year For the For the year
period year
Particulars ended year ended ended
ended ended
31-03-19 31-03-18 31-03-16
30-06-19 31-03-17
Revenue as per Contract price - - - - -
Less: Discounts and incentives - - - - -
Revenue as per statement of profit and loss - - - - -
Note 46 :
During the year ended March 31,2019 the Company has filed Draft Red Herring Prospectus and is in the process of filing offer documents, in connection with the proposed issue of Equity Shares
of the Company by way of fresh issue and an offer for sale by the existing shareholders. Accordingly, expenses incurred by the Company aggregating to Rs. 100.54 million (including payment to
auditors’ Rs. 7.30 million) in connection with filing of Draft Red Herring Prospectus have been shown under Other Current Assets. The same will be partly adjusted towards the securities premium
account and partly recoverable from the existing shareholders (to the extent of shares offered for sale by existing shareholders, the expenses incurred by the Company for the proposed issue are
recoverable from them) as per the provisions of the Companies Act, 2013. However, the actual number/ proportion of shares to be offered for sale being not known to the Company as at June 30,
2019 the same has not been bifurcated and is included in Other Current Assets.
Note 47 :
Corporate Social Responsibility:
The amount required to be spent under section 135 of the Companies Act,2013 for the year ended March 31,2019 is Rs. 16 million (March 31,2018 is Rs.10.83 million, March 31,2017 is Rs.7.65
million, March 31,2016 is Rs 7.22 million) i.e. 2% of average net profits for last three financials years, calculated as per section 198 of the Companies Act, 2013.
The expenditure incurred on Corporate Social Responsibility acitivities in the Statement of Profit and Loss for the three months ended June 30,2019 is Rs. NIL million (March 31,2019 is Rs. 0.06
million, March 31,2018 is Rs. 38.18 million, March 31,2017 is Rs. Nil, March 31,2016 is Rs. Nil).
Note 48 :
The Company’s pending litigations comprise of claims by or against the Company primarily by the workers/employees/customers/suppliers etc, and proceedings pending with tax and other
government authorities. The Company has reviewed its pending litigations and proceedings and has adequately provided for where Provisions are required and disclosed the contingent liabilities
where applicable, in its financial statements. The Company does not expect the outcome of these proceedings to have a materially adverse effect on its financial results. In respect of litigations,
where the management assessment of a financial outflow is probable, the Company has made adequate provision in the financial statements and appropriate disclosure for contingent liabilities is
given in Note No 33.
270
Note 49 :
Effective July 01, 2017, sales are recorded net of GST whereas earlier sales were recorded gross of excise duty which formed part of expenses. Hence revenue from operations for the year ended
March 31, 2018, March 31, 2017 and March 31, 2016 are not comparable with the previous year corresponding figures.
Note 50 :
Figures of previous years have been regrouped and re-arranged wherever necessary.
As per our report attached For and on behalf of the Board
(DIN NO : 00013206) (DIN No : 00013222)
Gautam V. Shah
Partner (F-117348)
271
Annexure H - Statement of Capitalisation
(` in millions)
Pre-Issue as at
Particulars 30-06-2019
(Ind AS)
Debts
Short Term Debts 1,609.34
Current maturities of Long Term Debts 385.65
Long Term Debts 981.82
Total Debts 2,976.81
Shareholder's Funds*
Share Capital 900.16
Other Equity (as restated)** 3,382.27
Total Shareholders' Funds 4,282.43
Total Debts / Total Shareholders' Funds 70%
Long Term Debts / Total Shareholders' Funds 23%
*Shareholders fund post issue can be calculated only on the conclusion of the book building process
** Other Equity = Capital Reserve + Capital Redemption Reserve + General Reserve + Stock Options Outstanding + Retained Earnings
Note
1.The aforesaid Statement of Capitalisation has been prepared as per summary statement of assets and liabilities and profits and losses of the
Company.
2.The above statement should be read with the notes to the restated summary statement of assets and liabilities, profits and losses and cash flows as
appearing in Annexure-E.
272
Annexure I - Statement of Dividend
Our Company has not declared any dividends for the three months ended June 30 ,2019, and Financial Years ended March 31, 2019, March 31, 2018,
March 31,2017, March 31,2016 and March 31,2015.
273
Annexure J - Statement of Accounting Ratios
(` in millions)
For year
For the period For the year
For the year ended For the year ended ended
ended ended
Particulars 31-03-2018 31-03-2017 31-03-2016
30-06-2019 31-03-2019
(Ind AS) (Ind AS) (Proforma Ind
(Ind AS)* (Ind AS)
AS)
Net Profit after Tax, as Restated A 266.69 833.51 727.66 741.82 295.35
Total number of shares outstanding at the end of the
B 90.02 90.02 90.02 45.01 48.01
period
Weighted average number of equity Shares outstanding
C 90.02 90.02 90.02 94.52 93.02
during the period
Weighted average number of diluted equity shares
D 90.02 90.02 90.02 94.52 93.02
outstanding during the period
Basic Earnings per share (Rs.) A/C 2.96 9.26 8.08 7.85 3.18
Diluted Earnings per share (Rs.) A/D 2.96 9.26 8.08 7.85 3.18
Return on Net-worth (%) 6.34% 21.18% 23.52% 31.47% 16.47%
Net asset value per equity share 46.70 43.71 34.36 52.37 37.36
* Not annualised
Note:
1.The Ratios have been computed as below:
Net Profit after tax (As restated)
a) Basic Earnings per share before adjusting exceptional
= Weighted average number of equity shares outstanding
item
during the year

b) Diluted Earnings per share before adjusting
= Weighted average number of diluted shares outstanding
exceptional item
during the year
c) Return on net worth (%) Net profit after tax (As restated)
=
Net worth at the end of the year
d) Net asset value per share (Rs.) Net worth at the end of the year (As restated)
= Total number of equity shares outstanding at the end of the
year
2. Weighted average number of equity shares is the number of equity shares outstanding at the beginning of the year adjusted
by the number of equity shares issued during year multiplied by the time weighting factor. The time weighting factor is the
number of days for which the specific shares are outstanding as a proportion of total number of days during the year
3. Earnings per share calculations are done in accordance with Ind AS 33 ‘Earnings Per Share’ issued by the Institute of Chartered
Accountants of India.
4. The above statement should be read with the notes to restated summary statements of assets and liabilities, profits and losses
and cash flows as appearing in Annexure VA
5. The figures / ratios disclosed above are based on Restated Summary Statements of the Company
6. Net worth = Equity share capital + Reserves and surplus (includes General Reserve and surplus in Profit and Loss Account) in
Calculation of Net Worth:

(` in millions)
For year
For the period For the year
For the year ended For the year ended ended
ended ended
Net worth 31-03-2018 31-03-2017 31-03-2016
30-06-2019 31-03-2019
(Ind AS) (Ind AS) (Proforma Ind
(Ind AS) (Ind AS)
AS)
Paid Up Share Capital 900.16 900.16 900.16 450.08 480.08
Other Equity (as restated)** 3,303.90 3,034.64 2,193.12 1,906.92 1,313.30
Net worth 4,204.06 3,934.79 3,093.28 2,357.00 1,793.38
** Other Equity = General Reserve + Stock Options Outstanding + Retained Earnings
Note:
1.The aforesaid Statement of Accounting Ratios has been prepared as per the summary statement of assets and liabilities and
profits and losses of the Company.
2.The above statement should be read with the notes to restated summary statements of assets and liabilities,profits and losses
and cash flows as appearing in Annexure E and F
274
Annexure K - Restated Statement of Tax Shelter
(` in millions)
For the period
ended
Particulars 31-03-2019 31-03-2018 31-03-2017 31-03-2016
30-06-2019
(Ind AS)
Restated profit before taxes A 339.31 1,114.68 951.67 959.08 369.99
Tax rate (%) B 25.168% 34.944% 34.608% 34.608% 34.608%
Tax Expense C 85.40 389.52 329.35 331.92 128.05
Adjustments
Permanent Difference
Disallowance U/s 14A - 0.04 0.00 0.02 0.01
Interest on TDS & VAT 0.08 0.30 0.23 0.03 0.02
Penalties 0.13 0.46 0.95 - 0.01
Interest & Penalty on EPCG - - - - 41.03
Deduction u/s 80IC of Income Tax Act,1961 - - (312.45) (317.08) (176.60)
Donation Disallowed 0.90 5.28 41.36 6.46 3.22
Interest to Micro,Small & Medium Enterprises 0.09 0.07 0.27 0.08 0.07
Interest for Channel Financing 6.71 6.77 - - -
(Gain)/ Loss on fair valuation of Investments through
(0.26) (0.69) -
Profit and loss
Marked to market forex derivative loss - - - - 0.57
Interest on Lease Liability 0.53 0.96 7.14 6.21 4.51
Dividend Income - (0.05) (0.05) (0.03) (0.06)
Total D 8.18 13.15 (262.54) (304.31) (127.21)
Temporary Difference
Difference between book depreciation and tax
14.49 53.98 (90.46) (41.04) 10.71
depreciation
(Profit)/Loss on Sale of Fixed Assets 6.66 (28.87) 7.65 5.69 2.19
Differences on account of expenses disallowable u/s
43B of the Income Tax Act, 1961
Provision for gratuity and leave encashment 3.67 11.65 11.30 5.13 2.61
Rent (4.83) (18.46) (17.58) (16.74) (15.94)
Provision for doubtful debts 6.71 4.93 20.92 8.16 -
Total E 26.71 23.22 (68.16) (38.80) (0.43)
Net Adjustments (D+E) F 34.89 36.37 (330.70) (343.12) (127.64)
Tax Expenses/ (Savings) thereon (F*B) G 8.78 12.71 (114.45) (118.75) (44.17)
Current Tax (C+G) H 94.18 402.23 214.90 213.17 83.87
Calculation of MAT
Taxable Income (Book Profits) as per MAT I 346.02 1,119.57 972.54 959.05 369.94
MAT Rate (%) J 21.55% 21.55% 21.34% 21.34% 21.34%
Tax Liability as per MAT (I*J) K 74.56 241.25 207.56 204.68 78.95
Current Tax (Higher of H & K) L 94.18 402.23 214.90 213.17 83.87
Interest under Section 234B & 234C (As per income
- 6.98 4.29 2.89
tax returns & orders)
Deferred Tax charge/(income) M (21.56) 8.74 9.47 8.30 (7.20)
MAT Credit Utilised O - 129.80 7.35 8.50 4.92
Total Tax Expense as per restated statement of profit
72.62 281.17 224.00 217.26 74.64
and loss (L+M+N-O)
Notes
1. The aforesaid Statement of Tax Shelter has been prepared as per the summary statement of assets and liabilities and profits and losses of the Company.
2. During the period ended June 30, 2019, the Company have elected an option of reduced income tax rate of 22% available under section 115BAA which is made
effective vide Taxation Laws (Amendment) Ordinance 2019 from assessment year beginning on or after the April 01, 2020. Pursuant to election of above option, the
Companies have reduced the deferred tax liabilities amounting to Rs. 49.94 million due to reduction in effective income tax rate to 25.17%.
3. The above statement should be read with the notes to the restated summary statement of assets and liabilities, profits and losses and cash flows as appearing in
Annexure – V
As per our attached report on even date For and on behalf of the Board
(DIN No : 00013206) (DIN No : 00013222)
Gautam V. Shah
Partner (F-117348)

275
Annexure I
(` in millions)
Note
Particulars As at 31-03-2015 As at 31-03-2014
No.
I. EQUITY & LIABILITIES
1 Shareholders funds
Share Capital 1 480.08 480.08
Reserves and Surplus 2 1,064.06 910.79
2 Non-Current Liabilities
Long term Borrowings 3 714.14 883.56
Deferred Tax Liabilities 4 116.24 135.56
Other Long Term Liabilities 5 137.88 112.72
Long Term Provisions 6 41.84 22.56
3 Current Liabilities
Short Term Borrowings 7 2,061.40 2,440.04
Trade Payables
- Micro, Small and Medium Enterprises 57.96 45.38
8
- Others 705.33 408.24
Other Current Liabilities 9 551.41 495.61
Short Term Provisions 10 20.22 13.31
Total 5,950.56 5,947.85

II. ASSETS
1 Non-Current Assets
Property, Plant & Equipment 2,199.63 2,193.29
Intangible assets 11 42.07 49.19
Capital Work in Progress 43.52 26.35
Non Current Investments 12 1.57 3.93
Long Term Loans and Advances 13 4.05 6.90
Other Non-Current Assets 14 50.33 48.75
2 Current Assets
Inventories 15 1,125.64 1,291.98
Trade Receivables 16 2,120.36 2,037.70
Cash and Bank Balances 17 60.40 56.09
Short Term Loans and Advances 18 165.88 183.96
Other Current Assets 19 137.11 49.71
Total 5,950.56 5,947.85
Notes
The above statement should be read with the notes to restated summary Statement of Assets and Liabilities, Profits and Losses and Cash Flow as
appearing in Annexure IV and Statement on Material Adjustments to prepare Restated Financial Information as appearing in Annexure V.

JAYANT S. CHHEDA PARAG J. CHHEDA

DIN No: 00013206 DIN No: 00013222
Gautam V. Shah
Partner (F-117348)
Place : Mumbai SHYAM K. SHARDA AAYUSHI K. PODDAR

276
Annexure II
RESTATED SUMMARY STATEMENT OF Profits and Losses
(` in millions)
Note For the year ended For the year ended

Particulars
No. 31-03-2015 31-03-2014
I Revenue from Operations 20 9,571.91 10,063.42

II Other Income 21 20.61 44.01
III Total Revenue (I+II) 9,592.52 10,107.43
Expenses:
Cost of Material Consumed 22 7,130.97 6,838.53
Purchases of Stock In Trade 23 197.79 713.56
Changes in inventories of Finished Goods 24 (74.10) 178.90
Employee Benefits Expense 25 487.67 458.72
Finance Cost 26 373.95 480.49
Depreciation 27 285.45 264.54
Other Expenses 28 1,012.49 849.39
IV Total Expenses 9,414.22 9,784.13
V Profit before exceptional items & tax (III-IV) 178.30 323.30
VI Exceptional Items - -
VII Profit from Oridinary Activities before tax 178.30 323.30
VIII Tax Expense:
Current Tax 38.93 69.54
Deferred Tax 4 (17.44) 2.97
Total Tax Expense 21.49 72.51
IX Profit from Ordinary Activities after tax(VII-VIII) 156.81 250.79

X Extraordinary Item (net of tax expense) - -
XI Profit for the year (IX-X) 156.81 250.79
XII Earnings per equity share(Face value of Rs. 10 each):
Basic and Diluted (in Rupees) 39 1.63 2.61
Notes


DIN No: 00013206 DIN No: 00013222
Gautam V. Shah
Partner (F-117348)

277
Annexure III
RESTATED SUMMARY STATEMENT OF CASH FLOW
(` in millions)
For the year ended For the year ended

Particulars
31-03-2015 31-03-2014

Net Profit Before Tax 178.30 323.30
Adjustments
Depreciation and Amortisation Expenses 285.45 264.54
Provision for Gratuity and Leave Encashment 26.14 11.15
Interest paid 339.20 355.77
Bank Commission and Charges paid 22.17 17.76
Unrealised Foreign Exchange Difference (8.72) (9.36)
Investments Written off - 4.90
(Profit)/Loss on sale of Property, Plant and Equipment 0.41 5.94
(Profit)/Loss on sale of investments 3.22 -
Dividend Received (0.09) (0.07)
Interest Received - (25.17)
Operating Profit before Working Capital Changes 854.29 948.76
Adjustments for
Inventories 166.34 (64.30)
Trade & Other Receivables (170.18) (321.52)
Trade & Other Payables 410.31 (351.41)
Cash Generated from Operations 1,260.76 211.53
Taxes paid (net) (33.00) (83.76)
Net Cash Flow from Operating Activities (A) 1,227.76 127.77

Purchase of Property, Plant and Equipment (311.71) (373.44)
Sale of Property, Plant and Equipment 4.06 9.38
Purchase of Long Term Investments (0.62) (0.07)
Sale of Long Term Investments (0.25) -
Dividend Received 0.09 0.07
Net Cash Flow from Investing Activities (B) (308.43) (364.06)

Proceeds from Long Term/Short Term Borrowings (Net) (559.05) 573.74
Interest Received - 25.17
Bank Commission and Charges paid (22.17) (17.76)
Interest paid (339.20) (355.77)
Net Cash Flow from Financing Activities (C) (920.42) 225.38
D. Net Increase/(Decrease) in Cash & Cash Equivalents (A+B+C) (1.09) (10.91)
Cash and Cash Equivalents at the beginning of the year 1.47 12.38
Cash and Cash Equivalents at the end of the year 0.38 1.47
Net Increase/(Decrease) in Cash & Cash Equivalents (1.09) (10.91)
Components of Cash and Cash Equivalents:
-Cash on hand 0.30 0.42
-Balance with Banks
-On current account 0.08 1.04
Notes

DIN No: 00013206 DIN No: 00013222
Gautam V. Shah
Partner (F-117348)

278
Annexure –IV : Notes to restated summary statement of assets and liabilities, Profits and Losses and cash flow
Corporate information
Prince Pipes and Fittings Limited (" the Company") (formerly known as Prince Pipes and Fittings Private Limited) is a limited company domiciled in India and incorporated
under the provision of the Companies Act, 1956. The Company was converted into public company with effect from 11 August 2017 and consequently the name of the
Company has changed from Prince Pipes and Fittings Private Limited to Prince Pipes and Fittings Limited. The Company's operation comprises manufacturing and selling of
plastic pipes and fittings.
1 Basis of Preparation and Presentation :

The Restated Statement of Assets and Liabilities of Prince Pipes and Fittings Limited ( hereinafter referred as "the Company") as at March 31,2015 and 2014 and the Restated Statement of
Profits and Losses and the Restated Statement of Cash flow for the years ended March 31, 2015 and 2014 (together referred as "Restated Financial Information") has been prepared as per
Accounting Standard (AS) specified under Section 133 of the Companies Act 2013, read with Rule 7 of the Companies (Accounts) Rules, 2014.The Restated Financial Information have been
compiled by the Company from the Audited Financial Statements of the Company for the respective years (“Audited Financial Statements”) prepared under the generally accepted
accounting principles followed in India (‘Indian GAAP’)
The Restated Financial Information have been prepared under Indian GAAP defined above and in accordance with the requirements of:
(a) section 26 of Part I of Chapter III of the Companies Act 2013 read with Rule 4 to Rule 6 of the Companies (Prospectus and Allotment of Securities) Rules, 2014,
(b) item (IX) of Part A of Schedule VIII of the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2009 as amended to date in pursuance of
provisions of Securities and Exchange Board of India Act,1992 read along with the SEBI circular No. SEBI/HO/CFD/DIL/CIR/P/2016/47 dated March 31, 2016 on Clarification regarding
disclosures in Offer Documents under the SEBI Regulations issued by the Securities and Exchange Board of India in connection with the proposed Initial Public Offering of Equity Shares of the
Company.
The Restated Financial Information have been extracted by the Management from the Audited Financial Statements and :
• there were no audit qualifications on these financial statements,
• there were no changes in accounting policies during the years of these financial statements,
• material amounts relating to adjustments for previous years in arriving at profit/loss of the years to which they relate, have been appropriately adjusted,
• adjustments for reclassification of the corresponding items of income, expenses, assets and liabilities, in order to make them consistent and as per the requirements of the SEBI
Regulations, and
• the resultant tax impact on above adjustments has been appropriately adjusted in deferred tax in the respective years and the impact of current tax in
respect of short/excess income tax arising out of assessments, appeals, revised income tax returns, etc., has been adjusted in the current tax of respective
years to which they relate.
All the assets and liabilities have been classified as current or non-current as per the Company's normal operating cycle and other criteria set out in Schedule III to the Companies Act, 2013.
Based on the nature of products and the time between the acquisition of assets for processing and their realisation in cash and cash equivalents, the Company has ascertained its operating
cycle as 12 months for the purpose of current/non current classification of assets and liabilities.
These Restated Financial Information were approved by the Board of Directors of the Company on November 22, 2019.
2 Significant accounting policies
2.1 Use of estimates

The preparation of financial statements in conformity with Indian GAAP requires the management to make judgments, estimates and assumptions that affect the reported
amounts of revenues, expenses, current assets, non-current assets, current liabilities and non-current liabilities and the disclosure of contingent liabilities at the end of the
reporting period. Although these estimates are based on the management’s best knowledge of current events and actions, uncertainty about these assumptions and
estimates could result in the outcomes requiring a material adjustment to the carrying amounts of assets or liabilities in future periods.
2.2 Property, Plant and Equipment's (PPE) and depreciation

Property, plant and equipment are stated at cost of acquisition or construction less accumulated depreciation and impairment loss if any. Cost comprises the purchase price and any
attributable cost of bringing the asset to its working conditions for its intended use. Subsequent expenditures related to an item of property, plant and equipment assets are added to its
book value only if they increase the future benefits from the existing assets beyond its previously assessed standard of performance.
The cost incurred on property, plant and equipment, construction / installation / acquisition of which are not completed is included under the head Capital Work-in-Progress and the same
are related / classified on their completion.
Property, plant and equipment, individually costing less than Rupees Five Thousand, are fully depreciated in the year of acquisition.
Material items such as Spares parts, Stand- By equipment's and servicing equipment's are classified as PPE which meets the definition of PPE as per AS 10, Property Plant and Equipment.
Till the year ended March 31 , 2014, Schedule XIV to the Companies Act , 1956 , prescribed requirements concerning depreciation of property, plant and equipment's. From April 01 , 2014
Schedule XIV has been replaced by Schedule II to the Companies Act ,2013.
Till the year ended March 31, 2014, Depreciation on Tangible Fixed Assets is provided on Straight Line Method at the rates and in the manner prescribed under the Schedule XIV of the
Companies Act, 1956, except in the case of Screw & Barrel under plant & Machinery, where depreciation is equally charged over 3 years, the estimated useful lives of the assets, which is
higher than the rates prescribed under the Schedule XIV of the Companies Act, 1956. From April 01, 2014 , considering the applicability of Schedule II , the management has re-estimated
useful lives and residual values of all its property , plant and equipment. The management believes that depreciation rates currently used fairly reflect its estimate of the useful lives and
residual values of property, plant and equipment, though these rates in certain cases are different from lives prescribed under Schedule II.
279
Based on the expected useful life of these assets for the company, the Company has considered below useful lives / Depreciation rates for different classes of assets:
Depreciation rates as per Depreciation rates as per

Useful Lives as per Schedule II of Useful Lives estimated by the
Schedule XIV of useful lives as estimated by
Property, Plant and Equipment's the Companies Act, 2013 from management from April 01 2014
Companies Act, 1956 till the management till March
April 01 2014 onwards onwards
March 31 2014 31 2014
Factory Building (including Compounding
30 years 30 years 3.34% 3.34%
Walls)
Other Building 60 years 60 years 1.63% 1.63%
RCC Roads 10 years 10 years 3.34% 3.34%
Office Equipment's 5 years 5 years 13.91% 13.91%
Vehicles-Two Wheeler 10 years 10 years 9.50% 9.50%
Vehicles-Four Wheeler 8 years 8 years 9.50% 9.50%
Furniture & Fixtures 10 years 10 years 6.33% 6.33%
Depreciation rates as per Depreciation rates as per

Useful Lives as per Schedule II of Useful Lives estimated by the
Schedule XIV of useful lives as estimated by
Property, Plant and Equipment's the Companies Act, 2013 from management from April 01 2014
Companies Act, 1956 till the management till March
April 01 2014 onwards onwards
March 31 2014 31 2014
Computer Hardware (Servers) 6 years 6 years 16.21% 16.21%
Computer Hardware (Others) 3 years 3 years 16.21% 16.21%
Buildings (temporary structure) 3 years 5 years 100% -
Plant & machinery (including double and
15 years 7.5-10 years 10.34% 10.34%
triple shifts)
Plant & Machinery (Screw & Barrel) 15 years 3 years 10.34% 33.33%
Moulds & Dies 15 years 7.5 years 16.21% 16.21%
Electrical Installations 10 years 15 years 13.91% 13.91%
Stores and Spares in the nature of PPE 15 years 10 years 10.34% 10.34%
2.3 Intangible Asset and amortisation

Intangible assets are stated at acquisition cost, net of accumulated amortisation and accumulated impairment losses, if any. Intangible assets are amortised over the useful life of the asset.
Research and Development costs are expensed out as and when incurred.
Company has used following useful life to amortise its intangible assets:
Intangible Assets Estimated Useful Life

Computer Software 6 years
Brands/Trademarks 10 years
Goodwill 10 years
2.4 Impairment of Assets

The Carrying Amount of Assets is reviewed at each Balance Sheet date if there is any indication of impairment based on internal/external factors. An asset is treated as impaired when the
carrying cost of assets exceeds its recoverable value. An impairment loss, if any, is charged to Statement of Profits and Losses in the year in which an asset is identified as impaired. Reversal
of impairment losses recognised in prior years is recorded when there is an indication that the impairment losses recognised for the assets no longer exists or have decreased.
2.5 Borrowing Cost & Finance Charges

Borrowing cost attributable to acquistion and construction of qualifying assets are capitalised as a part of the cost of such assets upto the date when such assets are ready for its intended
use.
Other borrowing cost are charged to the statement of Profits and Losses in the period in which they are incurred.
Finance Charges incurred in raising the borrowings is amortised over the tenure of the borrowings.
2.6 Investments
Investments which are readily realisable and intended to be held for not more than one year from the date on which such investments are made, are classified as current investment. All
other investments are classified as long term investments.
Investments are recorded at cost on the date of purchase. Long term investments are stated at cost after deducting provision made, if any, for other than temporary diminution in the
carrying value. Current investments are stated at lower of cost and fair value.
2.7 Lease Accounting

Leases, where significant portion of risk and reward of ownership are retained by the lessor are classified as operating lease. All leases are cancellable leases. Lease rentals thereon are
charged to the statement of Profits and Losses over the lease term. Initial direct costs relating to such operating lease of stores are amortised over the period of the lease.
2.8 Inventories
Inventories are valued at lower of cost and net realizable value. Cost is determined on first-in first-out (FIFO) basis. The cost of finished goods comprises of raw materials, direct labour, other
direct costs and related production overhead, but excludes interest expenses. Net realizable value is the estimate of the selling price in the ordinary course of business, less the cost of
completion and selling expenses.
280
2.9 Retirement Benefits

Provident Fund and Pension Fund:
Contributions to Provident Fund, a defined contribution scheme, is made to a government administered Provident Fund and is charged to the Statement of Profits and Losses as incurred.
The Company has no further obligations beyond its monthly contributions to this fund.
Gratuity:
Provision for gratuity, which is in the nature of defined benefit plan, is provided based on valuations, as at the balance sheet date, made by an independent actuary as per the requirements
of Accounting Standard -15 on "Employee Benefits". Actuarial gain/losses for the year are charged to Statement of Profits and Losses.
In respect of certain employees, Gratuity Fund contributions are made to Life Insurance Corporation of India (LIC).
Short Term Employee Benefits:
The undiscounted amount of short-term employee benefits expected to be paid in exchange for the services rendered by employees are recognised during the year when the employees
render the service. These benefits include performance incentive which are expected to occur within twelve months after the end of the period in which the employee renders the related
service.
Long Term Employee Benefits:
Compensated absences which are not expected to occur within twelve months after the end of the period in which the employee renders the related service are recognised based on
independent actuarial valuation. Actuarial gain / losses for the year are charged to statement of Profits and Losses.
2.10 Revenue Recognition

Revenue is recognised to the extent that it is probable that the economic benefits will flow to the Company and can be reliably measured.
Sales are recognised on transfer of significant risks and rewards of ownership to the buyer. Sales are net of trade discounts, Sales Tax and VAT. Excise duties collected on Sales are shown by
way of deduction from Sales.
Dividend income is recognised when the right to receive dividend is established.
Interest income is recognised using the time-proportion method based on rates implicit in the transaction.
Revenue in respect of other income is recognised when a reasonable certainty as to its realization exists.
2.11 Taxes on Income

Current Tax:
Provision for Income Tax is determined in accordance with the provisions of the Income Tax Act, 1961. Provision for Minimum Alternative Tax (MAT) is in accordance with the provisions of
Section 115JB of the Income Tax Act, 1961. Provision for Wealth Tax is determined in accordance with the provisions of the Wealth Tax Act, 1957.
Deferred Tax Provision:
Deferred tax is recognised on timing differences between the accounting income and the taxable income for the year. The tax effect is calculated on the accumulated timing differences at
the end of the accounting period based on prevailing enacted or substantively enacted regulations.
Deferred tax liabilities are recognised for all timing differences. Deferred tax assets are recognised for deductible timing differences only to the extent there is reasonable certainty that
sufficient future taxable income will be available against which such deferred tax assets can be realized, except in case of unabsorbed losses and unabsorbed depreciation.
At each reporting date the Company reassesses the unrecognised deferred tax assets and reviews the deferred tax assets recognised.
2.12 Foreign Currency Transactions

Initial Recognition:
A foreign currency transaction is recorded on initial recognition in the reporting currency by applying to the foreign currency amount, the exchange rate between the reporting currency and
the foreign currency at the date of the transaction.
Conversion:
At the year end, monetary items denominated in foreign currencies are converted into rupee equivalents at the year end exchange rates.
Exchange Difference:
All exchange differences arising on settlement/conversion on foreign currency transactions are included in the Statement of Profits and Losses. Foreign exchange differences arising on
settlement/conversion of borrowings are considered as Finance cost. Pursuant to MCA circular in respect of clarification on paragraph 46A of Accounting Standard 11, the Company
recognises any exchange differences on funds borrowed for acquiring fixed assets to the cost of the Asset and depreciate over the balance life of the asset .
2.13 Derivative Financial Instruments

The Company enters into Derivative Financial Instruments viz. foreign exchange forward contracts, interest rate swaps and cross currency swaps.
The company enters into foreign exchange forward contracts to manage its risks associated to foreign currency fluctuations.
The company enters into interest rates swaps and cross currency swaps to hedge risks associated to foreign currency and interest rates fluctuations pertaining to External Commercial
Borrowing (ECB).
The company does not hold Derivative Financial Instruments for speculative purposes.
Foreign exchange forward contracts are initially recognised at fair value at the date the contracts are entered into and subsequently remeasured at their fair value at the end of each
reporting period. The resulting gain or loss is recognised in the statement of profit & loss immediately.
The Company designates currency swap and interest rates swap contracts as cash flow hedge by applying the principles set out in the Guidance Note on Accounting for Derivative Contracts
issued by Institute of Chartered Accountants of India (ICAI). Under a cash flow hedge, the hedging instrument is measured at fair value, but any gain or loss that is determined to be an
effective hedge is recognized in cash flow hedge reserve under equity.
2.14 Provisions and Contingent Liabilities

Provisions are recognised for when the company has at present legal or contractual obligation as result of past events, only if requires the outflow of resources embodying economic benefits
and if the amount involved can be measured reliably, otherwise the same is treated as Contingent Liabilities. These estimates are reviewed at each reporting date and adjusted to reflect the
current best estimates.
A disclosure for contingent liabilities is made where there is a possible obligation or a present obligation that may probably not require an outflow of resources or an obligation for which the
future outcome cannot be ascertained with reasonable certainity. When there is a possible or a present obligation where the likelihood of outflow of resources is remote, no provision or
disclosure is made.
281
2.15 Earnings Per Share

Basic earnings per share is calculated by dividing the restated net profit or loss for the period attributable to equity Shareholders by the weighted average number of equity shares
outstanding during the period.
For the purpose of calculating diluted earnings per share, the net profit or loss for the period attributable to equity shareholders and the weighted average number of shares outstanding
during the period are adjusted for the effects of all dilutive potential equity shares.
2.16 Cash Flow Statement

Cash flows are reported using the indirect method, whereby restated net 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 payments and item 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.
2.17 Cash and Cash Equivalents

Cash comprises cash on hand and demand deposits with banks. Cash equivalents are short term, highly liquid investments that are readily convertible into known amounts of cash which are
subject to an insignificant risk of changes in value.
282
Annexure V- Statement on Material Adjustments to prepare Restated Financial Information
Below mentioned is the summary of results of adjustments made in the Audited Financial Statements of the respective years and its impact on the restated summary statement of Profits
A.
and Losses and restated summary statement of assets and liabilities:
(` in millions)
Particulars Note
31-03-2015 31-03-2014
I. Profit after tax (as per audited financial statements) 171.61 329.90
II. Restatement adjustments:

Prior Period Adjustment Note 1 - (22.93)
Bank Commission & Charges adjustment Note 2 - 3.11
Rates and taxes adjustment Note 3 (45.52) (23.62)
Reversal of Provision Note 4 - 14.10
Total (45.52) (29.34)
III. Tax adjustments Note 5 30.72 (49.77)
IV. Total Adjustments (II + III) (14.80) (79.11)
V Restated profit/ (loss) after tax (I + IV) 156.81 250.79
B. Adjustment made in the opening balance of surplus in the statement of Profits and Losses as on 01 April 2013
Particulars Note (` in millions)
Surplus in the Statement of Profit & Loss as on as at April 1, 2014 739.30
Adjustment on account of Restatements:-

a) Provision for EPCG Note 1 22.93
b) Deferred Revenue Expenditure Note 2 (3.11)
c) Tax Adjustments of earlier years Note 5 28.45
d) Provision for gratuity and leave encashment Note 4 (14.10)
Total 34.17
Balance as per Restated Financial Information as at April 1, 2014 773.47
Notes to A:
1 Prior Period Adjustment
Pursuant to availment of EPCG (Export Promotion Capital Goods scheme), the Company had imported machinery without payment of import duty. However, the Company has
capitalised amount of import duty and created provision for same.
During FY 2013-14, the Company has decapitalised the said import duty and reversed provision made against same. Accumulated depreciation charged on import duty
aggregating Rs.22.93 million was reversed in FY 13-14 & has been disclosed as prior period adjustment for FY 13-14.
Reversal of prior period adjustment made in FY 13-14 : (`.22.93 million)
2 Bank Commission and Charges

This represents reversal of deferred revenue expenditure pertaining to earlier year
Reversal of deferred revenue expenses in FY 13-14 : `.3.11 million
3 Exceptional Item
This represents adjustment of contingent liability in respective year which got materialised in FY 16-17
a. Liability pertaining to FY 13-14 : (Rs.23.62 million)
b. Liability pertaining to FY 14-15 : (Rs.45.52million)
c. Liability pertaining to FY 15-16 : (Rs.41.03million)
Adjustment to exceptional item FY 16-17 : (Rs. 110.17 million)
4 Employee Benefits
This represents provision for gratuity & leave encashment for FY 12-13 aggregating `.14.10 million based on actuarial valuation which was not carried out earlier.
5 Tax adjustments
This represents income tax ( current tax + deferred tax) adjustment on account of excess/ short provision pertaining to earlier year which has been now adjusted in respective year and tax
adjustment on account of restatement of financial information.
C. Auditor's Comments in Company Auditor's Report Order : Non - Adjusting Items :-

Statutory Auditors have made the following comments in terms with the requirements of the Companies (Auditor's Report) Order, 2015, issued by the Central Government of India in terms
of sub-section 11 of Section 143 of the Companies act, 2013 of India for Financial Year 2014-15 and in terms with the requirements of the Companies (Auditor's Report) Order, 2003, as
amended by the Companies (Auditor's Report) (Amendment) Order, 2004, issued by the Central Government of India in terms of sub-section 4A of Section 127 of the Companies act, 1956
of India for Financial Year 2013-14.
FY 2014-15
Clause (vii) (a)
The Company is regular in depositing with appropriate authorities undisputed statutory dues including provident fund, employees’ state insurance, income-tax, sales tax, service tax, value
added tax, excise duty, custom duty, cess and other material statutory dues applicable to it.
According to the information and explanations given to us, no undisputed amounts payable in respect of provident fund, employees’ state insurance, income-tax, sales tax, wealth tax,
service tax, value added tax, excise duty, custom duty, cess and other material statutory dues were outstanding, at the year end, for a period of more than six months from the date they
became payable.
Clause (vii) (b)
Nature of the Period to which the

Nature of the Statute ` in millions Forum where the dispute is pending
Dues amount relates

1.81 F.Y. 2012-13

0.09 F.Y. 2012-13

0.38 F.Y. 2012-13

0.02 F.Y. 2012-13

0.10 F.Y. 2013-14
Disallowance of
Cenvat credit
0.15 F.Y. 2013-14

0.00 F.Y. 2013-14
F.Y. 2009-10 to F.Y. 2010- Joint Commissioner of C.E. &

1.23
11 Customs, Commissionerate - Vapi

0.17 F.Y. 2011-12

1.03
FY 2013-14
Clause (ix) (a)
The company is generally regular in depositing with appropriate authorities undisputed statutory dues including Provident Fund, Employees' State Insurance, Income Tax,Wealth Tax, Sales
Tax, Service Tax, Excise Duty, Custom Duty and other material statutory dues applicable to it though there has been a slight delay in a few cases.
According to the information and explanations given to us, no undisputed amounts payable in respect of provident fund, employees' state insurance, income tax, sales tax, wealth tax,
service tax, excise duty, custom duty, cess and other material statutory dues were outstanding, at the year end, for a period more than six months from the date they become payable
except Employees State Insurance Rs. 0.57 million which has remain unpaid. As informed investor education and protection fund is not applicable to the company.
283
Annexure V- Statement on Material Adjustments to prepare Restated Financial Information
Clause (ix) (b)

Dues amount relates

Dues amount relates

1.81 F.Y. 2012-13

0.09 F.Y. 2012-13

0.38 F.Y. 2012-13

0.02 F.Y. 2012-13

0.10 F.Y. 2013-14
Disallowance of
Cenvat credit
0.15 F.Y. 2013-14

0.00 F.Y. 2013-14

1.23

0.17 F.Y. 2011-12

1.03
Clause (xv)
According to information and explanations given, the Company has provided bank guarantee for Ace Polyplast Private Limited & Pinnacle Realty Projects Private Limited. As shareholder
being in common in both companies, in opinion of the management, the said arrangement is not prejudicial to interest of the Company, which we are unable to comment upon.
D. Other Adjustments
Adjustments for Audit Qualifications: None
Changes in Accounting Policy : None
E. Material Regrouping
Appropriate adjustments have been made in the Restated Financial Information, wherever required, by a reclassification of the corresponding items of income, expenses, assets, liabilities,
receipts and payments in order to bring them in line with the groupings as per the audited financial statement of the Company as at and for the year ended 31st March 2015.
284
Annexure VA-Notes to the Restated Financial Information
Note 1: Restated Statement of Share Capital

(` in millions)

Authorised
Equity Shares of Rs. 10/- each 500.00 500.00
Issued, Subscribed and Fully paid up
Equity Shares of Rs. 10 each fully paid 480.08 480.08
Total 480.08 480.08
Notes
1.The Company has only one class of equity shares having a par value of ` 10 per share. Each Shareholder is eligible for one vote per share.
2. During the year 2013-14, the Company has issued one bonus share for every shares held.
1.1 Reconciliation of number of shares and amounts outstanding

(` in millions)
As at 31-03-2015 As at 31-03-2014
Particulars
No. of shares No. of shares
Amount Amount
(in millions) (in millions)
Equity Shares outstanding at the beginning of the year 48.01 480.08 24.00 240.04
Add : Bonus shares issued during the year - - 24.01 240.04
Equity Shares outstanding at the end of the year 48.01 480.08 48.01 480.08
1.2 Details of shareholders holding more than 5% shares in the company
As at 31-03-2015 As at 31-03-2014
Particulars
No. of shares (in No. of shares (in
% of shareholding % of shareholding
millions) millions)
Mr. Jayant Shamji Chheda 3.84 8.00% 3.84 8.00%
Mrs. Tarla Jayant Chheda 15.31 31.89% 15.31 31.89%
Mr. Parag Jayant Chheda 14.40 29.99% 14.40 29.99%
Mr. Vipul Jayant Chheda 14.40 30.00% 14.40 30.00%
Notes
1. The figures disclosed above are based on the restated summary statement of assets and liabilities of the Company.
2. The above statement should be read with the notes to the restated summary statement of assets and liabilities, Profits and Losses and cash flow as appearing in Annexure – IV.
285
Note 2: Restated Statement of Reserve and Surplus

(` in millions)

Capital Reserve
Balance at the beginning of the year 48.38 48.38
Balance at the end of the year 48.38 48.38
General Reserve
Balance at the beginning of the year 68.19 78.19
Less : Utilised for Issue of Bonus Shares - (10.00)
Less : Transitional provision of Schedule II of the Companies Act, 2013 (3.54) -
Balance as at the end of the year 64.65 68.19
Surplus in the Statement of Profits and Losses

Balance as at the beginning of the year 794.22 773.47
Add : Net Profit for the current year 156.81 250.79
Less : Utilised for Issue of Bonus Shares - (230.04)
Balance as at the end of the year 951.03 794.22
Total 1,064.06 910.79
Notes:
2. The above statement should be read with the notes to the restated summary statement of assets and liabilities, Profits and Losses and
cash flow as appearing in Annexure – IV.
286
Note 3 : Restated Statement of Long Term Borrowings

(` in millions)

Secured
Rupee Term Loan from Banks 713.21 847.60
Foreign Currency Term Loan from Banks - 33.12
Vehicle Loan 0.93 2.84
Total 714.14 883.56
3.1 Key Notes and Breakdown of Long Term Borrowings are as follows : (` in millions)
As at 31-03-2015 As at 31-03-2014
Particulars Note
Non-Current Current Non-Current Current
a. Rupee Term Loan from Banks
Term loan from Indian Overseas Bank 3.2 - - - 2.78*
Term loan from Indian Overseas Bank 3.3 - - - 7.78*
Term loan from Indian Overseas Bank 3.4 - 18.75* 18.75* 37.50*
Term loan from ICICI Bank Ltd. 3.5 - 6.56# 6.56# 8.75#
Term loan from Bank of India 3.6, 3.16 170.00* 42.50* 212.50*** 40.00***
TOTAL (a) 713.21 183.52 847.60 205.02
Effective cost for the year 2014-15 are in the range of 13-14% per annum.
(` in millions)
As at 31-03-2015 As at 31-03-2014
Particulars Note
b. Foreign Currency Term Loans from Banks
ECB from ICICI Bank Ltd. 3.9 - 34.56# 33.12# 33.12#
TOTAL (b) - 34.56 33.12 33.12
(` in millions)
As at 31-03-2015 As at 31-03-2014
Particulars Note
c. Vehicle Loans
Vehicle Loan from Kotak Mahindra Prime Ltd 3.10 - - 0.41^ 0.68^
Vehicle Loan from HDFC Bank 3.11 0.53^ 0.51^ 0.88^ 0.45^
Vehicle Loan from Toyota Financial Services India Ltd. 3.12 - 0.62^ 0.50^ 0.67^
Vehicle Loan from Kotak Mahindra Prime Ltd. 3.13 - 0.49^ - -
Vehicle Loan from HDFC Bank Ltd. 3.14 0.45^ -
Vehicle Loan from Toyota Financial Services India Ltd. 3.15 0.40^ 0.29^ 0.60^ 0.20^
TOTAL ( c ) 0.93 1.91 2.84 2.00
Terms of Repayment
3.2 Repayable in 18 equal quarterly installments, last installment falling due on 15-06-2014
3.6 Repayable in 28 ballooning quarterly installments, last installment falling due on 28-02-2019.
3.9 Repayable in 9 equal half yearly installments, last installment falling due on 08-03-2016.
3.10 Repayable on monthly basis. Repayable by November 2015.
3.13 Repayable on monthly basis. Repayable by November 2015.
287

Terms of Re-schedulement, Prepayment, Penalties and Default
Outstanding Rupee term loan from Bank of India of Rs.170.00 million as on 31 March 2015: Penal Interest of 2% p.a on account of overdue amount, Penal interest @
3.16
1%p.a on failure of compliance with the terms of sanction letter and Penal interest of 2% p.a for Default in payment of interest and repayment of principal
3.17
1% p.a on failure of compliance with the terms of sanction letter and Penal interest of 2% p.a for Default in payment of interest and repayment of principal
3.18
1% p.a on failure of compliance with the terms of sanction letter and Penal interest of 2% p.a for Default in payment of interest and repayment of principal
Security Details
^ Securities is the Hypothecation of the specific asset financed by them.

Secured by first pari passu charge over the Company's Fixed Assets (movable & immovable) located at Athal Plant, Dadra Plant, Haridwar Plant, Bhuj Plant, Chennai Plant & Kolhapur Plant and company's office
* premises at Ruby House, Dadar. Second pari passu charge on Company's Current Assets and by Personal Guarantees of three Directors of the company.
Secured by first pari passu charge over the Company's Tangible Fixed Assets (Movable & Immovable) located at Athal, Dadra, Haridwar, Bhuj, Chennai & Kolhapur Plant and Second pari passu charge on
# Company's entire stocks of Raw Materials, semi finished and finished goods, consumable stores and spares and such other movables including book-debts, bills whether documentary or clean, outstanding
monies, receivables, both, present and future and Personal Guarantees of the Directors.
Secured by first pari passu charge over the Company's Fixed Assets located at Athal Plant, Dadra Plant, Haridwar Plant, Bhuj Plant, Chennai Plant & Kolhapur Plant and Exclusive Charge on commercial property
at Ruby House, Dadar. The existing charge on Bhuj Plant and Ruby House is proposed to be replaced by new office premises at 8th Floor, "The Ruby" being acquired by the company in lieu of existing office
*** premises at 4th Floor, Ruby House, Dadar. Release of existing security with new property is subject to creation of mortgage over new property at 8th Floor, " The Ruby" and ensuring that value of new property is
not less than existing property's (to be released) present market value. Second pari passu charge on Company's Current Assets and by Personal Guarantees of the Directors.
288

Note 7: Restated Statement of Short Term Borrowings (` in millions)

Rupee Loan Considered Secured 1,290.69 1,055.11
Foreign Currency Loan considered Secured - 63.82
Short Term Loan considered Unsecured 770.71 994.33
From Directors considered Unsecured - 174.78
From Others considered Unsecured - 152.00
Total 2,061.40 2,440.04
7.1 Key Notes and Breakdown of Short Term Borrowings are as follows : (` in millions)
Particulars Note As at 31-03-2015 As at 31-03-2014
a. Rupee Loan (Secured)
Working Capital Demand Loan-Bank Of India 7.2 701.71 475.58
Working Capital Demand Loan-ICICI Bank 7.3 49.82 121.56
Working Capital Demand Loan-Standard Chartered Bank 7.4 247.86 157.26
Working Capital Demand Loan-Indian Overseas Bank 7.5 291.30 300.71
TOTAL (a) 1,290.69 1,055.11
(` in millions)
Particulars Note As at 31-03-2015 As at 31-03-2014
b. Foreign Currency Loan (Secured)
Working Capital Demand Loan-Bank Of India 7.6 - 63.82
TOTAL (b) - 63.82
Security Details
Working Capital/Demand Loans from Bank of India are secured by first pari passu charge on Company's inventory and book debts, Second pari passu charge over the Company's Fixed Assets located at Athal
7.2
Plant, Dadra Plant, Haridwar Plant, Bhuj Plant, Chennai Plant & Kolhapur Plant and company's office premises at Ruby House, Dadar and by personal guarantee of the directors.
Working Capital/Demand Loans from ICICI Bank Ltd are secured by first pari passu charge on hypothecation of Company's entire stocks of Raw Materials, semi finished and finished goods, consumable stores
and spares and such other movables including book-debts, bills whether documentary or clean, outstanding monies, receivables, both, present and future, Second pari passu charge over the Company's Fixed
7.3
Assets (Movable and Immovable) located at Athal Plant, Dadra Plant, Haridwar Plant, Bhuj Plant, Chennai Plant & Kolhapur Plant and company's office premises at Ruby House,Dadar and by personal guarantee
of the directors.
Working Capital/Demand Loans from Standard Chartered Bank are secured by first pari passu charge on Company's Current Assets, Second pari passu charge over the Company's Fixed Assets located at Athal
7.4
Plant, Dadra Plant, Haridwar Plant, Bhuj Plant, Chennai Plant & Kolhapur Plant and company's office premises at Ruby House,Dadar and by personal guarantee of the directors.
Working Capital/Demand Loans from Indian Overseas Bank are secured by first pari passu charge on Company's Current Assets, Second pari passu charge over the Company's Fixed Assets located at Athal Plant,
7.5
Dadra Plant, Haridwar Plant, Bhuj Plant, Chennai Plant & Kolhapur Plant and company's office premises at Ruby House, Dadar and by personal guarantee of the directors.
Working Capital/Demand Loans from Bank of India (Foreign Currency Loan) are secured by first pari passu charge on Company's inventory and book debts, Second pari passu charge over the Company's Fixed
7.6
Assets located at Athal Plant, Dadra Plant, Haridwar Plant, Bhuj Plant, Chennai Plant & Kolhapur Plant and by personal guarantee of the directors.
Notes
289
Note 4: Restated Statement of Deferred Tax liabilities (Net)

(` in millions)
Deferred Tax Liabilities on account of Depreciation 140.10 146.49

Deferred Tax Assets on account of Employee Benefits (21.41) (12.51)
Deferred Tax Assets on provision for Expenses / Debtors (2.45) 1.58
Total 116.24 135.56
Notes
2. The above statement should be read with the notes to the restated summary statement of assets and liabilities, Profits and Losses and cash flow
as appearing in Annexure – IV
Note 5: Restated Statement of Other long term Liabilities

(` in millions)
Security Deposit 137.88 112.72

Total 137.88 112.72
Notes
Note 6: Restated Statement of Long Term Provisions

(` in millions)
Provisions for Employee Benefits 41.84 22.56

Total 41.84 22.56
Notes
290
Note 8: Restated Statement of Trade Payables

(` in millions)

Trade payables
Outstanding to Micro, Small and Medium Enterprises
57.96 45.38
(Refer note 36)
Other than Micro, Small and Medium Enterprises 705.33 408.24
Total 763.29 453.62
Notes
Note 9: Restated Statement of Other Current Liabilities

(` in millions)

Current maturity of Long Term Debt
a. Rupee Loans From Banks 183.52 205.02
b. Foreign Currency Loans From Banks 34.56 33.12
c. Rupee Loans From Others 1.91 2.00
Interest Accrued but not due on Borrowings 6.23 1.08
Interest Accrued & due on Borrowings - 4.10
Advances received from Customers 11.37 6.45
Capital Advances 4.00 3.50
Employee Related Liabilities 49.63 58.50
Creditors for Capital Goods 10.21 11.49
Statutory Dues 44.51 49.58
Other Liabilities 205.47 120.77
Total 551.41 495.61
Notes
Note 10: Restated Statement of Short Term Provisions

(` in millions)

Provisions for Employee Benefits 20.02 13.15
Provision for Wealth Tax 0.20 0.16
Total 20.22 13.31
Notes
291
Note 11: Restated Statement of Property Plant & Equipment and Capital Work in Progress (` in millions)
Plant & Electrical
Particulars Freehold Land Building Computer Moulds & Dies Office Equipments Furniture & Fixtures Vehicles Total Capital WIP
Machinery Installation
Year ended-31 March 2015

Gross carrying Amount
Opening Balance as on 01 April 2014 195.38 758.75 1,542.25 104.19 22.08 540.33 18.59 115.74 26.62 3,323.93 26.35
Additions 105.09 37.55 86.49 8.31 2.07 46.68 3.47 4.85 0.06 294.57 38.36
Disposals (0.27) - (22.92) (0.55) (0.01) (46.46) (0.36) (0.19) (1.02) (71.78) -
Transfers - - - - - - - - - - (21.19)
Closing Gross carrying amount 300.20 796.30 1,605.82 111.95 24.14 540.55 21.70 120.40 25.66 3,546.72 43.52
Accumulated Depreciation
Accumulated Depreciation as on 01 April 2014 - 126.60 558.52 49.17 11.72 341.45 9.31 25.64 8.23 1,130.64
Depreciation charged during the year - 24.20 180.24 4.83 4.36 44.31 3.58 13.33 3.50 278.35
Depreciation on Disposals during the year - - (18.96) (0.54) (0.01) (46.46) (0.33) (0.08) (0.92) (67.30)
Transfer to Reserves - - 2.96 - 0.99 - 0.25 0.87 0.33 5.40
Closing Accumulated Depreciation - 150.80 722.76 53.46 17.06 339.30 12.81 39.76 11.14 1,347.09
Net Carrying Amount 300.20 645.50 883.06 58.49 7.08 201.25 8.89 80.64 14.52 2,199.63

Opening Balance as on 01 April 2013 197.40 643.47 1,413.07 87.62 27.21 497.65 14.75 64.68 25.49 2,971.34 48.23
Additions 0.01 115.53 150.05 16.57 2.85 44.76 3.84 51.06 6.22 390.89 26.33
Disposals (2.03) (0.25) (68.29) - (7.98) (3.82) - - (5.09) (87.46) -
Transfers - - - - - - - - - - (48.21)
Adjustment on EPCG - - 47.42 - - 1.74 - - - 49.16 -
Closing Gross carrying amount 195.38 758.75 1,542.25 104.19 22.08 540.33 18.59 115.74 26.62 3,323.93 26.35
Accumulated Depreciation as on 01 April 2013 - 100.74 423.78 38.55 16.79 280.81 7.48 19.22 8.65 896.02
Depreciation charged during the year - 25.89 144.72 10.62 2.91 62.72 1.83 6.42 2.48 257.59
Depreciation on Disposals during the year - (0.03) (25.96) - (7.98) (3.34) - - (2.90) (40.21)
Adjustment on EPCG - 15.98 - - 1.26 - - - 17.24
Closing Accumulated Depreciation - 126.60 558.52 49.17 11.72 341.45 9.31 25.64 8.23 1,130.64
Net Carrying Amount 195.38 632.15 983.73 55.02 10.36 198.88 9.28 90.10 18.39 2,193.29
Notes :
1.The Company is owning Office Premises at "RUBY HOUSE", 4th Floor, 'B' Wing, Dadar (West), Mumbai. In lieu of this, the Developer has offered alternate premises at 8th Floor, 'THE RUBY', Dadar (West), Mumbai. Though the Company has shifted its Office in new premises in May 2013, the
agreement for the same with the Developer is pending for registration.
2.Pursuant to MCA circular in respect of clarification on paragraph 46A of Accounting Standard - 11, the company has capitalised exchange difference to the extent of Rs 60.19 million till 31st March, 2015. The balance of foreign exchange difference capitalised pursuant to the said circular and
remaining to be depreciated over the balance life of the asset is Rs 41.24 million as on March 31, 2015 and Rs 45.00 million as on March 31, 2014
3. The Net Block of Tangible assets are charged as security against Term Loans, Vehicle Loans and Working Capital/Demand Loans (Refer Note 3 and Note 7).
292
Note 11: Restated Statement of Intangible Assets (` in millions)

Particulars Computer Software Brands/Trademark Goodwill Total

Opening Balance as on 01 April 2014 25.40 40.43 4.52 70.35
Additions - - - -
Disposals - - - -
Transfer - - - -
Closing Gross carrying amount 25.40 40.43 4.52 70.35
Accumulated Depreciation as on 01 April 2014 14.69 5.82 0.65 21.16
Depreciation charge during the year 2.61 4.04 0.45 7.10
Disposals - - - -
Transfer from Reserves 0.02 - - 0.02
Closing Accumulated Depreciation 17.32 9.86 1.10 28.28
-
Net Carrying Amount 8.08 30.57 3.42 42.07

Opening Balance as on 01 April 2013 20.90 40.43 4.52 65.85
Additions 4.50 - - 4.50
Disposals - - - -
Transfer - - - -
Closing Gross carrying amount 25.40 40.43 4.52 70.35
Accumulated Depreciation as on 01 April 2013 12.23 1.78 0.20 14.21
Depreciation charge during the year 2.46 4.04 0.45 6.95
Disposals - - - -
Transfer from Reserves - - - -
Closing Accumulated Depreciation 14.69 5.82 0.65 21.16
Net Carrying Amount 10.71 34.61 3.87 49.19
Notes
2. The above statement should be read with the notes to the restated summary statement of assets and liabilities, Profits and Losses and cash flow as appearing in
Annexure – IV
293
Note 12: Restated Statement of Non Current Investments (` in millions)

As at 31-03-2015 As at 31-03-2014
Particulars Number of Number of
Amount Amount
Shares Shares
Equity shares of Rs 2 each fully paid-up in Adani Ports & Special Eco Zone Ltd 7,750 1.29 19,250 3.13
Equity shares of Rs 2 each fully paid-up in Navneet Education Ltd 3,200 0.14 3,200 0.14
Equity shares of Rs 2 each fully paid-up in Supreme Industries Ltd - - 250 0.03
Equity shares of Rs 10 each fully paid-up in Kisan Mouldings Ltd 1,000 0.03 3,000 0.10
Equity shares of Rs 2 each fully paid-up in Astral Polytechnik Ltd - - 125 0.01
Equity shares of Rs 2 each fully paid-up in Jain Irrigation Systems Ltd - - 1,100 0.09
Equity shares of Rs 5 each fully paid-up in Reliance Industries Ltd** 700 ** 700 **
Equity shares of Rs 10 each fully paid-up in Finolex Industries Ltd 1,000 0.10 6,000 0.42
Investment in Shares - Unquoted

Ramkrishna Finance Ltd 41,500 - 41,500 -
Sibar Media & Entertainment Ltd 1,85,000 - 1,85,000 -
Pinnacle Realty Projects Pvt Ltd 600 0.01 600 0.01
** Value below Rs 1,000/-

Total 1.57 3.93
Aggregate Market Value of Quoted investments 3.58 6.77
Aggregate Book Value of Quoted investments 1.56 3.92
Aggregate Book Value of Unquoted investments 0.01 0.01
Notes
Annexure – IV.
294
Note 13: Restated Statement of Long Term Loans and Advances (` in millions)
As at As at
Particulars
31-03-2015 31-03-2014
Unsecured, considered good
Capital Advance 3.08 6.89
Other Advance 0.97 0.01
Total 4.05 6.90
Notes
2. The above statement should be read with the notes to the restated summary statement of assets and liabilities, Profits and Losses and cash
flow as appearing in Annexure – IV.
Note 14: Restated Statement of Other Non Current Assets (` in millions)

As at As at
Particulars
31-03-2015 31-03-2014
Deposit 50.33 48.75
Total 50.33 48.75
Notes
Note 15: Restated Statement of Inventories (` in millions)

As at As at
Particulars
31-03-2015 31-03-2014
(Valued at lower of cost or NRV, unless otherwise stated)
Raw Materials 622.12 859.56
Stock-in-progress 40.25 29.59
Finished goods 421.22 354.49
Trading Goods 18.79 23.90
Stores & Spares 23.26 24.44
Total 1,125.64 1,291.98
Notes
Note 16: Restated Statement of Trade Receivables (` in millions)

As at As at
Particulars
31-03-2015 31-03-2014
Unsecured, considered good
Outstanding for a period exceeding 6 months 72.64 52.27
Others 2,055.93 1,985.43
Less : Provision (8.21) -
Total 2,120.36 2,037.70
Notes
295
Note 17: Restated Statement of Cash & Bank Balances (` in millions)

As at As at
Particulars
31-03-2015 31-03-2014
Cash and Cash Equivalents
Cash on Hand 0.30 0.42
Bank Balances
In Current accounts 0.08 1.04
In Deposit accounts* 60.02 54.63
Total 60.40 56.09

* Amount held as margin money in favour of various Government authorities/banks.
Notes
Note 18: Restated Statement of Short Term Loans and Advances (` in millions)
As at As at
Particulars
31-03-2015 31-03-2014
Advance against Expenses 14.16 18.79
Balance with Government Authorities 128.01 133.89
Advance tax (Net of Provision for income Tax Rs 228.07 million, Rs
21.70 27.59
189.07 million )
Loan to Staff and Workers 2.01 3.69
Total 165.88 183.96
Notes
Note 19: Restated Statement of Other Current Asset (` in millions)

As at As at
Particulars
31-03-2015 31-03-2014
Interest Accrued on Margin Money Deposits 0.38 0.37
Fixed Asset held for Sale 2.03 2.03
Deposits Given 0.43 0.36
Advances to Suppliers 129.53 42.91
Other Receivables 4.74 4.04
Total 137.11 49.71
Notes
296
Note 20: Restated Statement of Revenue from operations (` in millions)

Particulars
31-03-2015 31-03-2014
Sale of Products
Manufactured Goods 10,075.37 10,066.10
Traded Goods 237.05 737.48
10,312.42 10,803.58
Scrap Sales 27.96 25.60
Duty Drawback 0.49 0.71
PSI Scheme Refund - 1.26
Labour Charges 0.05 0.02
Revenue from Operations (Gross) 10,340.92 10,831.17
Less : Excise Duty 769.01 767.75
Revenue from Operations (Net) 9,571.91 10,063.42
Notes
1. The figures disclosed above are based on the restated summary statement of Profits and Losses of the Company.
Annexure – IV.
Note 21: Restated Statement of Other Income (` in millions)

Particulars
31-03-2015 31-03-2014
Interest 14.24 34.81

Dividend on Current Investments 0.09 0.07
Compensation Income 1.92 8.27
Profit on Sale of Shares (Net) 3.22 -
Security Deposits Written Back 1.13 -
Miscellaneous Income 0.01 0.86
20.61 44.01
Notes
Annexure – IV.
Note 22: Restated Statement of Cost of Material Consumed (` in millions)

Particulars
31-03-2015 31-03-2014
Inventory at the beginning of the year 859.56 610.93

Add - Purchases 6,893.53 7,087.16
7,753.09 7,698.09
Less - Inventory at the end of the year 622.12 859.56
7,130.97 6,838.53
Notes
Annexure – IV.
Note 23: Restated Statement of Purchase of Stock in Trade (` in millions)

Particulars
31-03-2015 31-03-2014
Trading Purchases 197.79 713.56

197.79 713.56
Notes
Annexure – IV.
297
Note 24: Restated Statement of Changes in Inventories of manufactured Goods (` in millions)

Particulars
31-03-2015 31-03-2014
Stock at the end of the year

Traded goods 18.79 23.90
Work in Progress 40.25 29.59
Manufactured Goods - Pipes & Fittings 421.22 354.49
A 480.26 407.98
Stock at the beginning of the year

Traded goods 23.90 82.84
Work in Progress 29.59 -
Manufactured Goods - Pipes & Fittings 354.49 510.67
B 407.98 593.51
(Increase)/ Decrease in Stocks (B-A) (72.28) 185.53
Variation in Excise duty on Opening and Closing Stock of Finished Goods (1.82) (6.63)
(74.10) 178.90
Notes
Annexure – IV.
Note 25: Restated Statement of Employee Benefits Expenses (` in millions)

Particulars
31-03-2015 31-03-2014
Remuneration to Directors 18.60 38.60

Salary, Wages and Bonus 408.38 376.46
Contribution to Provident Fund and other Fund 46.44 31.18
Staff Welfare 14.25 12.48
487.67 458.72
Notes
Annexure – IV.
Note 26: Restated Statement of Finance Cost (` in millions)

Particulars
31-03-2015 31-03-2014
Interest
On Working Capital from Banks 202.38 183.95
On Term Loans 130.93 153.95
Others 7.28 30.11
340.59 368.01
Bank Commission and Charges 22.17 17.76
Exchange Rate Difference to the extent considered as borrowing cost 11.19 94.72
373.95 480.49
Notes
Annexure – IV.
Note 27: Restated Statement of Depreciation and Amortisation expense (` in millions)

Particulars
31-03-2015 31-03-2014
Building 24.20 25.89

Plant & Machinery 180.24 144.72
Electrical Installation 4.83 10.62
Computer 4.36 2.91
Moulds & Dies 44.31 62.72
Office Equipments 3.58 1.83
Furniture & Fixtures 13.33 6.42
Vehicles 3.50 2.48
Computer Software 2.61 2.46
Brands/Trademark 4.04 4.04
Goodwill 0.45 0.45
285.45 264.54
Notes
Annexure – IV.
298
Note 28: Restated Statement of Other Expenses (` in millions)

Particulars
31-03-2015 31-03-2014
Consumption of Stores and Spares 85.31 81.36

Power and Fuel Expenses 288.75 283.37
Labour Charges 121.97 106.11
Repairs Expenses
Repairs to Machinery 18.32 9.53
Repairs to Building 6.53 0.73
Repairs to Others 8.35 4.54
Factory Maintenance Expenses 27.20 29.40
Computer Expenses 4.18 3.55
Brokerage & Commission 0.02 0.02
Miscellaneous Expenses 14.92 19.89
Printing and Stationery 5.72 7.17
Telephone and Internet Charges 6.75 6.89
Rates and Taxes 67.09 28.68
Insurance Premium 3.04 1.83
Foreign Currency Exchange Difference (Net) 7.47 21.04
Legal and Professional Fees 32.01 17.55
Transport, Freight and Octroi Charges 33.73 38.87
Commission on Sales 17.83 18.05
Advertisement and Sales Promotion Expenses 161.06 56.97
Rent and Maintenance Expenses 32.11 33.35
Travelling and Conveyance Expenses 42.38 37.11
Bad Debts 0.12 8.54
Investment in shares written off - 4.90
Loss on sale of Fixed Assets (Net) 0.41 5.94
Donation 15.97 19.34
Electricity Expenses 1.90 3.41
Payment to Auditors
Audit Fees 1.10 1.10
Reimbursement of expenses 0.03 -
Others 0.01 0.15
1,012.49 849.39
Notes
Annexure – IV.
299
Note 29: Restated Statement of Contingent Liabilities & Commitments
Capital Commitments (` in millions)
As at As at
Particulars
31-03-2015 31-03-2014
Estimated amounts of contracts remaining to be executed on

28.13 31.24
capital account and not provided for.
Contingent Liabilities
Claims against company not acknowledged as debts. (` in millions)
As at As at
Particulars Brief Description of the nature and obligation
31-03-2015 31-03-2014
Demand relating to Assessement years:

AY 1998-99 - `0.66 millions
AY 2001-02 - `4.44 millions
AY 2004-05 - `2.29 millions
Income Tax matters 12.53 13.38
AY 2006-07 - `1.80 millions
AY 2007-08 - `3.34 millions
AY 2010-11 - `3.15 millions
AY 2013-14 - `0.09 millions
Demand relating to Financial years:

FY 2012-13 - `2.66 millions
Excise Duty matters 5.51 5.50 FY 2013-14 - `0.61 millions
FY 2009-10 to FY 2010-11 - `1.23 millions
FY 2009-10 to FY 2013-14 - `1.03 millions
Labour matters 1.50 1.90 Demand of Reinstatement with back wages

Pertains to demand for compensation for
Other matters 1.10 1.10
supply of inferior quality pipes
Guarantees and Others (` in millions)
As at As at
Particulars Brief Description of the nature and obligation
31-03-2015 31-03-2014
Guarantees given by Bank on behalf of

Guarantees given by Bank 10.75 6.54 Company to Government and Semi
Government Authorities
Corporate Guarantee given by the Company
on behalf of its Group Company M/s Pinnacle
Guarantees given by Company 169.80 224.94
Realty Projects Pvt Ltd and M/s Ace
PolyplastPvt. Ltd
Notes
1. The aforesaid Statement of Restated Statement of Contingent Liabilities & Commitments has been prepared as per the summary statement of assets and liabilities
and Profits and Losses of the Company.
Annexure – IV.
300
Note 30: Restated Statement of Segment Reporting

The Company is engaged primarily in manufacturing and selling of Plastic Pipes and Fittings. Accordingly, disclosures required under Accounting
Standard – 17 “Segment Reporting” are not applicable .
Note 31: Restated Statement of Leases

The Company has taken premises for office use under cancellable operating lease agreements. There are no restrictions imposed by the lease
agreements. There are no sub leases. The total lease rentals recognised as an expense in the statement of Profits and Losses in respect of such lease
agreements are as follows:
(` in millions)

Particulars
31-03-2015 31-03-2014
Lease Rent 19.80 20.41
Note 32: Restated Statement of Value of Imports on CIF basis

(` in millions)

Particulars
31-03-2015 31-03-2014
Raw materials (PVC Resin, PPR & CPVC) 1,062.45 1,608.15

Chemicals 1.06 13.21
Product Accessories 2.85 -
Consumable Stores 4.27 6.90
Trading Purchase 101.61 84.66
Capital Items 5.56 13.68
Total 1,177.80 1,726.60
Note 33: Restated Statement of Value of imported and indigenous Raw Materials consumed
(` in millions)
31-03-2015 31-03-2014
Particulars
Percent of Percent of
Value Value
Consumption Consumption
Imported 1,313.53 18.42 1,687.91 24.68
Indigenous 5,817.44 81.58 5,150.63 75.32
Total 7,130.97 100.00 6,838.54 100.00
Note 34: Restated Statement of Expenses in Foreign Currency during the financial year
(` in millions)
Particulars
31-03-2015 31-03-2014
Expenses including Capital Expenditure
Interest 5.63 17.79
Travelling Expenses 0.51 0.24
Others 11.33 0.29
Note 35: Restated Statement of Earnings in Foreign Currency

(` in millions)
Particulars
31-03-2015 31-03-2014
Earnings - Exports at FOB Value 21.02 24.49
Note 36: Restated Statement of Dues to Micro, Small and Medium Enterprises
(` in millions)
Particulars
31-03-2015 31-03-2014
Outstanding to Micro, Small and Medium
57.96 45.38
Enterprises
Principal Amount Due and remaining unpaid 13.40 1.18
Interest due on above and unpaid interest 0.08 0.08

Interest paid - -
The identification of suppliers as micro, small and medium enterprise defined under " The Micro, Small and Medium Enterprises Development Act,
2006" was done on the basis of information to the extent provided by the suppliers of the Company and relied upon by the auditors.
301
Note 37 : Restated Statement on Related party disclosure as per AS 18
a) (` in millions)
For the year
For the year ended
Name of Related Party ended
31-03-2015
31-03-2014
M/S Prince Marketing SI * SI *
M/s Pinnacle Realty Projects Pvt. Ltd. SI * SI *
M/s Ace Polyplast Pvt. Ltd. SI * SI *
Prince Foundation SI * SI *
Jayant S. Chheda Charitable Trust SI * SI *
Mr. Jayant S. Chheda (Managing Director) KMP ** KMP **
Mr. Parag J. Chheda (Director) KMP ** KMP **
Mr. Vipul J. Chheda (Director) KMP ** KMP **
Mrs. Tarla J. Chheda (Wife of Director) Relatives *** Relatives ***
Mrs. Ashwini V. Chheda (Wife of Director) Relatives *** Relatives ***
Jayant S. Chheda (HUF) (Relative) Relatives *** Relatives ***
* SI represents Enterprises over which Key Managerial Personnel have significant influence as defined in AS 18
** KMP represents Key Managerial Personnel as defined in AS 18

*** Relatives represents Relatives of Key Managerial Personnel as defined in AS 18
b) Transactions carried out with related parties referred above, in the ordinary course of business:
(` in millions)

Name of the transacting related party Name of Transactions ended ended
31-03-2015 31-03-2014
M/S Prince Marketing Sale of Goods - 31.17

M/S Prince Marketing Purchase of Goods 1,187.44 879.64
M/s Ace Polyplast Pvt. Ltd. Purchase of Goods 409.59 176.45
M/S Prince Marketing Rent paid 0.23 0.23
Jayant S. Chheda Rent paid 1.89 1.80
Parag J. Chheda Rent paid 3.78 3.60
Vipul J. Chheda Rent paid 3.78 3.60
Tarla J. Chheda Rent paid 1.89 1.80
Ashwini J. Chheda Rent paid 3.78 3.60
Remuneration and
Jayant S. Chheda 7.20 17.20
Commission
Remuneration and
Parag J. Chheda 6.00 11.00
Commission
Remuneration and
Vipul J. Chheda 5.40 10.40
Commission
Heena P. Chheda Salary - 0.06
Ashwini J. Chheda Salary 0.74 0.66
Prince Foundation Donation 5.02 -
Jayant S. Chheda Charitable Trust Donation 4.94 1.30
Interest Payable on loans
Parag J. Chheda 0.11 3.66
taken
Vipul J. Chheda 0.29 3.87
taken
Jayant S. Chheda 0.87 -
taken
Tarla J. Chheda - 0.38
taken
Ashwini J. Chheda - 0.47
taken
Jayant S. Chheda (HUF) - 0.40
taken
Prince Marketing - 10.52
taken
Interest Receivable on
Jayant S. Chheda - 22.55
loans given
Interest Receivable on
Heena P. Chheda - 0.11
loans given
Jayant S. Chheda Loans Received/ (Paid) (133.24) 8.53
Parag J. Chheda Loans Received/ (Paid) (14.86) (38.40)
Vipul J. Chheda Loans Received/ (Paid) (27.94) (24.66)
c) Outstanding balances: (` in millions)
As at As at
Name of the transacting related party Name of Transactions
31-03-2015 31-03-2014
Tarla J Chedda Loans Received/ (Paid) - (3.35)
Jayant S. Chheda (HUF) Loans Received/ (Paid) - (1.24)
Date: 06/06/2018 Loans Received/ (Paid) - (1.66)
Ashwini J. Chheda Loans Received/ (Paid) - (3.11)
Prince Marketing Loans Received/ (Paid) (150.00) 150.00
Prince Marketing Electricity Charges - 0.00

Prince Marketing Rent Received - 0.04
The above mentioned related parties are identified by the management and the same has been relied upon by the auditors
302
Note 38: Restated Statement on Derivative Instruments
The Company has entered into forward contract/option transactions with an objective to hedge the financial risks associated with its business viz. foreign exchange rate.
Quantitative information of derivative instruments outstanding as at the Balance Sheet date.
Outstanding Forward Exchange Contracts entered into by the Company :
US $ INR
No of
As at Buy / Sale Equivalent Equivalent
Contract
31/03/2015 9.00 Buy 2.29 142.82

31/03/2014 12.00 Buy 1.77 106.07
Details of unhedged foreign currency exposure: (` in millions)

As at 31-03-2015 As at 31-03-2014
Foreign Foreign
INR
Particulars currency INR Equivalent currency
Equivalent (in
Equivalent (in millions) Equivalent
millions)
Secured Borrowings (USD $) 0.55 34.56 2.17 130.07
Unsecured Borrowings (Buyers Credit) (USD $) 0.58 36.33 3.15 188.35
Trade Payables for imports (USD $) 1.78 111.15 2.33 139.33
Trade Payables for imports (EURO €) - - - -
Trade Payables for imports (AED $) - - - -
Trade Payables for imports (Pounds £) - - - -
Advances - Trade Payables for imports (USD $) (0.01) (0.62) (0.02) (1.39)
Advances - Trade Payables for imports (EURO €) - - - -
Advances - Trade Payables for imports (Pounds £) - - (0.00) (0.10)
Trade Receivables for exports (USD $) 0.00 0.25 0.01 0.56
Advances - Trade Receivables for exports (USD $) (0.04) (2.31) (0.02) (1.49)
Note 39: Restated Statement of Earnings per share

Earnings per share (EPS) is calculated as under: (` in millions)
As at As at
Particulars
31-03-2015 31-03-2014
Net Profit for EPS (A) 156.81 250.79
Weighted Average number of Equity shares for calculation of Basic EPS (B) 96.02 96.02
Basic EPS (A/B) 1.63 2.61
Weighted Average number of Equity shares for calculation of Diluted EPS (C) 96.02 96.02
Diluted EPS (A/C) 1.63 2.61
Nominal Value of Share 10.00 10.00
Note 40: Restated Statement of Expenditure towards Corporate Social Responsibility (CSR) activities (` in millions)
As at
Particulars
31-03-2015
Amount required to be spent under section 135 of the Companies Act, 2013, calculated as per section 198 of the Companies Act, 2013 6.21
Actual expenditure done on CSR Activities -
The compliance of the provisions of Corporate Social Responsibility under The Companies Act, 2013 i.e. the spending of requisite amount on
CSR Activities came into effect from April 2014.
303
Note 42 :
The Company has a process whereby periodically all long-term contracts are assessed for material foreseeable losses. At the year end, the Company has reviewed and ensured that
adequate provision as required under any law/accounting standards or material foreseeable losses on such long-term contracts has been made in the books of accounts.
Note 43 :
The Company’s pending litigations comprise of claims by or against the Company primarily by the workers/employees/customers/suppliers etc, and proceedings pending with tax
and other government authorities. The Company has reviewed its pending litigations and proceedings and has adequately provided for where Provisions are required and disclosed
the contingent liabilities where applicable, in its financial statements. The Company does not expect the outcome of these proceedings to have a materially adverse effect on its
financial results. In respect of litigations, where the management assessment of a financial outflow is probable, the Company has made adequate provision in the financial
statements and appropriate disclosure for contingent liabilities is given in Note No 29.


(DIN No: 00013206) (DIN No: 00013222)
Gautam V. Shah
Partner (F-117348)

304
Note 41-Restated Statement of Employee Benefits
a. Defined Benefit Plans - Gratuity :

(i) Reconciliation of opening and closing balances of the present value of the Defined Benefit Obligation:
(` in millions)
As at 31-03-2015 As at 31-03-2014
Particulars
Funded Non Funded Funded Non Funded
Present Value of obligations at the end of the year 0.97 20.81 1.22 16.92
(ii) Statement showing changes in the fair value of plan assets

(` in millions)
As at 31-03-2015 As at 31-03-2014
Particulars
Fair Value of plan assets at the beginning of the year 2.30 - 2.16 -
Expected Return on Plan Assets 0.21 0.19 -
Contributions 0.22 2.02 0.30 1.44
Benefits paid (0.20) (2.02) (0.34) (1.44)
Actuarial gain/ (loss)on Plan Assets 0.00 (0.01) -
Fair Value of Plan Assets at the end of the year 2.53 - 2.30 -
(iii) Amount to be recognised in the Balance Sheet

(` in millions)
As at 31-03-2015 As at 31-03-2014
Particulars
Present Value of obligation 0.97 20.81 1.22 16.92
Fair Value of Plan Assets 2.53 - 2.30 -
Funded Status 1.55 (20.81) 1.07 (16.91)
Unrecognized Actuarial gain/ (loss) - - - -
Net Asset/(Liability) recognised in the Balance Sheet* 1.55 (20.81) 1.07 (16.91)
* Asset related to funded gratuity is not recognised in the books of accounts
(iv) Expenses recognised in the Profits and Losses Statement

(` in millions)
As at 31-03-2015 As at 31-03-2014
Particulars
Current Service Cost 0.50 3.90 0.38 3.85
Interest Cost 0.10 1.46 - 1.11
Expected Return on Plan Assets (0.21) - (0.19) -
Net Actuarial (gain)/ loss recognised in the year (0.65) 0.55 1.19 (1.11)
Expenses recognised in the Profits and Losses Statement (0.26) 5.91 1.38 3.85
(v) Principal actuarial assumptions at the Balance Sheet date
As at 31-03-2015 As at 31-03-2014
Particulars
Discounted Rate 7.80% 7.80% 9.20% 9.20%
Expected Return on Plan Assets 9.00% 9.00% 8.75% 8.75%
Indian Indian Indian

Indian Assured
Assured Lives Assured Lives Assured Lives
Lives Mortality
Mortality Mortality Mortality Mortality
(2006-08)
(2006-08) (2006-08) (2006-08)
Ultimate
Ultimate Ultimate Ultimate
Rate of increase in compensation 3.00% 3.00% 3.00% 3.00%

Withdrawal Rates 10.00% 10.00% 10.00% 10.00%
b. Defined Benefit Plans - Compensated absences :
(` in millions)
As at As at
Particulars
31-03-2015 31-03-2014
Present Value of obligations at the beginning of the year 19.88 10.06

Interest Cost 1.71 0.69
Current Service Cost 33.71 8.12
Benefits paid (2.64) (2.86)
Actuarial (gain)/ loss on obligation (11.62) 3.88
Present Value of obligations at the end of the year 41.04 19.89
305
(ii) Statement showing changes in the fair value of plan assets

(` in millions)
As at As at
Particulars
31-03-2015 31-03-2014
Fair Value of plan assets at the beginning of the year - -
Expected Return on Plan Assets
Contributions 2.64 2.86
Benefits paid (2.64) (2.86)
Actuarial (gain)/ loss on Plan Assets
Fair Value of Plan Assets at the end of the year - -
(iii) Amount to be recognised in the Balance Sheet

(` in millions)
As at As at
Particulars
31-03-2015 31-03-2014
Present Value of obligation 41.04 19.88
Fair Value of Plan Assets - -
Funded Status (41.04) (19.88)
Unrecognized Actuarial gain/ (loss) -
Net Asset/(Liability) recognised in the Balance Sheet (41.04) (19.88)
(iv) Expenses recognised in the Profits and Losses Statement

(` in millions)
As at As at
Particulars
31-03-2015 31-03-2014
Current Service Cost 33.71 8.12
Interest Cost 1.71 0.69
Expected Return on Plan Assets - -
Net Actuarial (gain)/ loss recognised in the year (11.62) 3.88
Expenses recognised in the Profits and Losses Statement 23.80 12.69
(v) Principal actuarial assumptions at the Balance Sheet date
As at As at
Particulars
31-03-2015 31-03-2014
Discounted Rate 7.80% 9.20%
Expected Return on Plan Assets - -
Indian Indian
Assured Lives Assured Lives
Mortality Mortality Mortality
(2006-08) (2006-08)
Ultimate Ultimate
Rate of increase in compensation 8.00% 3.00%

Withdrawal Rates 10.00% 10.00%
* Note : The rate of increase in compensation for privilege leave encashment is 3% and for sick leave encashment it is 8%.
Experience Adjustment for Gratuity and Compensated Absences

(` in millions)
As at As at
Particulars
31-03-2015 31-03-2014
Defined Benefit Obligations 62.84 38.02
Plan Assets 2.53 2.30
Funded Status 60.30 35.72
Experience Adjustment on Plan Liabilities (11.71) 30.32
Experience Adjustment on Plan Assets 0.00 0.01
Notes
1. The aforesaid Statement of employee Benefits has been prepared as per the summary statement of assets and liabilities and Profits and Losses
of the Company.
flow as appearing in Annexure – IV
306
Annexure VI - Restated Statement of Accounting Ratios

(` in millions)

Particulars
31-03-2015 31-03-2014
Net Profit after Tax, as Restated A 156.81 250.79

Total number of shares outstanding at the end of the
B 96.02 96.02
year
Weighted average number of equity Shares
C 96.02 96.02
outstanding during the year/period
Weighted average number of diluted equity shares

D 96.02 96.02
outstanding during the year
Basic Earnings per share (Rs.) A/C 1.63 2.61
Diluted Earnings per share (Rs.) A/D 1.63 2.61
Return on Net-worth (%) 10.48% 18.68%
Net asset value per equity share 15.58 13.98
Notes:
1.The Ratios have been computed as below:
a) Basic Earnings per share before adjusting
= Weighted average number of equity shares
exceptional item

b) Diluted Earnings per share before adjusting
= Weighted average number of diluted shares
exceptional item
c) Return on net worth (%) = Net profit after tax (As restated)
Net worth at the end of the year
d) Net asset value per share (Rs.) = Net worth at the end of the year (As restated)
Total number of equity shares outstanding at the end
of the year
2. Weighted average number of equity shares is the number of equity shares outstanding at the beginning of the year adjusted by the
number of equity shares issued during year multiplied by the time weighting factor. The time weighting factor is the number of days
for which the specific shares are outstanding as a proportion of total number of days during the year
3. Earnings per share calculations are done in accordance with Accounting Standard 20 ‘Earnings Per Share’ issued by the Institute of
Chartered Accountants of India.
4. The above statement should be read with the notes to restated summary statement of assets and liabilities, Profits and Losses and
cash flow as appearing in Annexure VA
5. The figures / ratios disclosed above are based on Restated Summary Statement of the Company
6. Net worth = Equity share capital + Reserves and surplus (includes General Reserve and surplus in Profits and Losses Account) in
Calculation of Net Worth: (` in millions)

Net worth
31-03-2015 31-03-2014
Paid Up Share Capital 480.08 480.08
Reserves
Surplus transfer from Balance Sheet 951.03 794.22
General Reserve 64.65 68.19
Net worth 1,495.76 1,342.49
Notes
1. The aforesaid Statement of Accounting Ratios has been prepared as per the summary statement of assets and liabilities and Profits
and Losses of the Company.
2. The above statement should be read with the notes to the restated summary statement of assets and liabilities, Profits and Losses
and cash flow as appearing in Annexure – IV.
307
Annexure VII-Restated Statement of Tax Shelter

(` in millions)

Particulars
31-03-2015 31-03-2014
Restated profit before taxes A 178.30 323.30
Tax rate (%) B 33.99% 33.99%

Tax Expense C 60.60 109.89
Adjustments
Permanent Difference
Disallowance U/s 14A 0.02 0.04
Penalties 0.16 0.36
Interest & Penalty on EPCG 45.52 23.62
Deduction u/s 80IC of Income Tax Act,1961 (102.63) (128.94)
Donation Disallowed 7.99 9.67
Interest to Micro,Small & Medium Enterprises 0.08 0.08
Investment in shares written off 4.90
Dividend Income (0.09) (0.07)
Total D (48.95) (90.34)
Temporary Difference
Difference between book depreciation and tax depreciation 12.99 (31.64)
(Profit)/Loss on Sale of Fixed Assets 0.41 5.94

(Profit)/Loss on Sale of Investments (3.22) -
Differences on account of expenses disallowable u/s 43B of the Income Tax

Act, 1961
Provision for gratuity and leave encashment 26.13 11.15

Provision for doubtful debts 8.21 -
Total E 44.52 (14.54)
Net Adjustments (D+E) F (4.43) (104.88)
Tax Expenses/ (Savings) thereon (F*B) G (1.51) (35.65)
Current Tax (C+G) H 59.09 74.24
Calculation of MAT
Taxable Income (Book Profits) as per MAT I 179.28 327.28
MAT Rate (%) J 20.96% 20.96%
Tax Liability as per MAT (I*J) K 37.58 68.60
Current Tax (Higher of H & K) L 59.09 74.24

Interest under Section 234B & 234C (As per income tax returns & orders) 1.35 0.93
Deferred Tax charge/(income) M (17.44) 2.97
MAT Credit Utilised N (21.51) (5.63)
Total Tax Expense as per restated statement of Profits and Losses (L+M+N) 21.49 72.51
Notes
1. The aforesaid Statement of Tax Shelter has been prepared as per the summary statement of assets and liabilities and Profits and Losses of the
Company.
2. The above statement should be read with the notes to the restated summary statement of assets and liabilities, Profits and Losses and cash flow as
appearing in Annexure – IV


(DIN No: 00013206) (DIN No: 00013222)
Gautam V. Shah
Partner (F-117348)

308
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS
The following discussion and analysis of our financial condition and results of operations should be read in
conjunction with our Restated Financial Statements included in the section “Financial Statements” beginning
on page 212.
Our fiscal year ends on March 31 of each year, so all references to a particular “Fiscal” are to the 12-month
period ended March 31 of that fiscal year.
The following discussion contains forward-looking statements that reflect our plans, estimates and beliefs. Our
actual results could differ materially from those discussed in the forward-looking statements. See “Forward-
Looking Statements” and “Risk Factors” on pages 15 and 17, respectively, for factors that could cause or
contribute to these differences.
OVERVIEW
segment.
forwarding agents.
SIGNIFICANT FACTORS AFFECTING OUR RESULTS OF OPERATIONS AND FINANCIAL

CONDITION
Our business, results of operations, financial condition and cash flows are affected by a number of factors. The
following factors are of particular importance:
The macroeconomic environment and market conditions affecting the pipes and fittings industry in India
Our products are used for varied applications in plumbing, irrigation, and SWR management in real estate,
agriculture, infrastructure and related segments. The performance of these industries and segments, and
consequently the demand for our products in these segments, are dependent on economic and other factors such
309
as government policies, regulations and budgetary allocations as well as investments made in these industries
and segments. Our results of operations have been, and will continue to be, significantly affected by the
macroeconomic environment in India.
Introduction of new products and variations of existing products
Our revenue from operations is also affected by the number of new SKUs that we introduce in that period. We
have a product development team, which is responsible for introducing new products and variations of existing
products. Our product development team regularly interacts with the plumbing consultants and contractors to
understand the demand for new products and variations of existing products. We introduced 253, 423, 595 and
92 new SKUs in Fiscals 2017, 2018 and 2019 and the three-month period ended June 30, 2019, respectively,
and our revenue from the sale of such products in the period they were introduced was ₹ 65.50 million, ₹ 227.26
million, ₹ 257.46 million and ₹ 93.92 million, respectively. Although we regularly introduce new products and
variations of existing products, we also discontinue selling SKUs that are not selling well. Therefore, the
numbers of SKUs will not always increase from period to period.
Until the fourth quarter of Fiscal 2018, our focus has been on products for applications above ground, namely,
plumbing, irrigation, and sewage disposal. We expanded the reach of our products for application in
underground drainage by entering the HDPE segment with DWC pipes in the fourth quarter of Fiscal 2018. For
more details, see “Our Business–Strategies–Increase our sales of DWC pipes” on page 61. Our Net Revenue
from Sale of Products from DWC pipes was ₹ 26.96 million, ₹ 467.06 million and ₹ 76.20 million for Fiscals
2018 and 2019 and the three-month period ended June 30, 2019, respectively, which represented 0.21%, 2.99%
and 2.01% of our Net Revenue from Sale of Products for those periods, respectively.
New products may take some time before they make a material contribution to our results of operations and
financial condition or may not make any material contribution at all.
Percentage of Net Revenue from Sale of Products from CPVC, PPR and HDPE products and from plumbing
products
Our CPVC, PPR and HDPE products have higher margins than our UPVC products and our plumbing products
have a higher margin than our other products. Therefore, an increase in the percentage of our Net Revenue from
Sale of Products (revenue from sale of products less excise duty) from CPVC, PPR and HDPE products and an
increase in the percentage of our Net Revenue from Sale of Products from our plumbing products has a positive
effect on our results of operations. Set forth below are charts showing the percentage of our Net Revenue from
Sale of Products by type of polymer and by end-use for each of Fiscals 2017, 2018 and 2019 and the three-
month period ended June 30, 2019.
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Our Net Revenue from Sale of Products from CPVC, PPR and HDPE products combined was 27.08%, 26.96%,
28.90% and 26.31% of our total Net Revenue from Sale of Products for Fiscals 2017, 2018 and 2019 and the
three-month period ended June 30, 2019, respectively. Our Net Revenue from Sale of Products from plumbing
products was 42.36%, 43.81%, 42.00% and 37.24% of our total Net Revenue from Sale of Products for Fiscals
2017, 2018 and 2019 and the three-month period ended June 30, 2019, respectively.
Fluctuations in costs of raw materials
Our results of operations are affected by fluctuations in the costs of raw materials. Cost of materials consumed
includes the inventory of our raw materials at the beginning of the period, increased by the purchases of raw
materials made during the respective period reduced by the closing stock of such inventory at the end of the
period. Our cost of materials consumed was ₹ 8,364.74 million, ₹ 8,938.14 million, ₹ 10,728.59 million and ₹
2,789.92 million for Fiscals 2017, 2018 and 2019 and the three-month period ended June 30, 2019, respectively,
which represented 62.89%, 67.69%, 68.25% and 73.46% of our revenue from operations, respectively.
UPVC, CPVC, PPR and HPDE resins are the key raw materials used in the production of our products. The
prices for these raw materials are dependent on crude oil price movements, and other factors such as changes in
the global demand supply scenario and import-export regulations. (Source: CRISIL Research Report). Below is
a chart showing prices for crude oil, PVC, PP and HDPE and CRISIL Research’s projections for the same for
the calendar years shown.
Notes:
The above prices are indexed prices, base year 2011.
Crude oil - US$111 per tonne; PVC -US$1,068 per tonne; PP - US$1,515 per tonne; and HDPE - US$1,347 per tonne.
The price we pay in Rupees for our raw materials is also affected by changes in the exchange rate between the
Rupee and the U.S. dollar. The following table sets forth information with respect to the exchange rates between
the Rupee and the U.S. dollar (in ₹ per US$), for or as of the end of the periods indicated. The exchange rates
are based on the reference rates released by the RBI/FBIL, which are available on the websites of the RBI/FBIL.
No representation is made that any Rupee amounts could have been, or could be, converted into U.S. dollars at
any particular rate, the rates stated below, or at all.
(in ₹ per US$)

Period Period end(4)(5) Average(1)(4)(5) High(2)(4)(5) Low(3)(4)(5)
Fiscal 2017 64.84 67.09 68.72 64.84
Fiscal 2018 65.04 64.45 65.76 63.35
Fiscal 2019 69.17 69.89 74.39 64.93
Three-month period ended June 30, 68.92 69.56 70.42 68.49
2019
Notes:
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(1) Average of the official rate for each working day of the relevant period.
(2) Maximum of the official rate for each working day of the relevant period.
(3) Minimum of the official rate for each working day of the relevant period.
(4) Sources: www.rbi.org.in (up to and including July 9, 2018) and www.fbil.org.in (from and including July 10, 2018).
(5) In the event that the RBI/FBIL reference rate is not available on a particular date due to a public holiday, the exchange
rate of the previous working day has been disclosed.
We have not entered into any long-term supply agreements for any of our raw materials. While we endeavour to
pass on increases in the costs of raw materials to customers, due to competition in the marketplace, it may not
always be possible to do so. Conversely, many of our customers are aware of decreases in the market price of
UPVC resin and will ask for a price decrease for our UPVC products in line with the decrease in the price of
UPVC resin.
Fluctuations in interest rates and funding
Our results of operations are affected by fluctuations in interest rates. We primarily borrow funds for capital
expenditure and to fund our working capital requirements. Our borrowings for our capital expenditure (term
loans) and our working capital facilities are on floating rates (which are linked to the banks’ Marginal Cost of
Lending Rate (“MCLR”)). As at June 30, 2019, we had ₹ 2,976.81 million of borrowings outstanding that was
subject to floating rates of interest, of which ₹ 181.18 million was hedged, resulting in ₹ 2,795.63 million of
unhedged floating rate borrowings outstanding, representing 93.91% of our fund based borrowings. Any
increase in interest rates would increase the interest costs of our floating rate borrowings, which would
adversely affect our results of operations. In addition, if interest rates increase, our interest payments will
increase and our ability to obtain additional debt and non-fund based facilities could be adversely affected.
The margin we are charged on our borrowings is influenced by our credit ratings. Any decrease in our credit
ratings would most likely result in an increase in the interest rate on floating rate loans and on any new
borrowings. Conversely, any increase in our credit ratings would most likely result in a decrease in the interest
rate on floating rate loans and on any new borrowings. Our current credit ratings are CARE BBB+ (Stable) for
long-term bank facilities and CARE A3+ for short-term bank facilities. The table below sets forth our credit
ratings applicable since April 1, 2016:
Month/Year Rating Agency Short-Term Rating Long-Term Rating (Outlook)

January 2016 CARE Ratings A3 BBB
November 2016 CARE Ratings A3+ BBB+
February 2018 CARE Ratings A3+ BBB+(Positive)
July 2018 CARE Ratings A3+ BBB+(Stable)
April 2019 CARE Ratings A3+ BBB+(Stable)
Competition and pricing pressure
We sell our products in highly competitive markets. Competition poses a challenge in improving revenues and
maintaining margins. Our growth will depend on our ability to compete effectively. In order to remain
competitive, we must continuously strive to reduce our costs of production, transportation and distribution, and
improve our operating efficiencies. If we fail to do so, our competitors may be able to sell their products at
lower prices. We believe that our manufacturing facilities, wide distribution network, wide range of products
and ability to provide comprehensive plumbing, irrigation and SWR management solutions to our customers,
provide us certain competitive advantages. Our purchasing teams work in close coordination with suppliers to
extract discounts to reduce our purchasing cost. Our engineering and manufacturing teams work on various
product cost-optimization projects to reduce manufacturing costs and optimize the packing of our products in
order to reduce the cost per unit. Taken together, these actions may help to enable us to offer price reductions to
our customers without affecting our margins, however, there can be no assurances that we will continue to
achieve sufficient cost savings in the future, which could affect our ability to offer more competitive prices than
our competitors could. Certain competitors may be larger than us and may have greater financial resources than
us, or may benefit from greater operating efficiencies. For more details, see “Our Business−Competition” on
page 164.
Income tax benefits
Pursuant to Section 80-IC of the Income Tax Act, we have claimed a deduction of 100% of the profits derived
312
from our Haridwar plant for the five years commencing from and including Fiscal 2009 up to and including
Fiscal 2013 and thereafter we claimed a deduction of 30% of the profits of the said undertaking for the five
years commencing from and including Fiscal 2014 up to and including Fiscal 2018. This benefit was only
available for 10 consecutive fiscal years and we have not benefited from it since April 1, 2018 (i.e., we ceased to
have any benefit from it in Fiscal 2019). The amount of such tax deduction for Fiscals 2017 and 2018 was ₹
317.08 million and ₹ 312.45 million, respectively.
Reduction of the corporate income tax rate for Fiscal 2020
The Taxation Laws (Amendment) Ordinance 2019 has revised downward the corporate income tax rate for
domestic companies from 34.94% (including applicable surcharges and cess) for Fiscal 2019 to 25.17%
(including applicable surcharges and cess) for Fiscal 2020. Domestic companies have an option to either
transition to the new corporate income tax rate of 22% (not including applicable surcharges and cess), which is
an effective corporate income tax rate of 25.17% (including applicable surcharges and cess), subject to their
forgoing certain specified exemptions and deductions or continue to avail the specified exemptions/ deductions
and continue to pay tax at earlier rate of 34.94%. The Taxation Laws (Amendment) Ordinance 2019 stipulates
that once a company opts for the lower income tax rate, it forgoes the option to claim specified exemptions and
deductions. We have selected the option of the reduced corporate income tax rate of 22% (not including
applicable surcharges and cess) available under Section 115BAA of the Income Tax Act, 1961 and our effective
corporate income tax rate is 25.17% (including applicable surcharges and cess) for Fiscal 2020.
In addition to the above factors, the following factors will have a significant effect on our future results of
operations and financial condition:
The setting up of a new manufacturing plant in Jobner (Rajasthan),, from which we began sales to third
parties in September 2019, and the planned expansion of its installed capacity
We set up a new manufacturing plant in Jobner (Rajasthan), from which we began sales to third parties in
September 2019. As at October 31, 2019, its installed capacity was 6,221 tonnes per annum. For more details,
see “Our Business–Manufacturing” on page 157. We plan to increase the plant’s installed capacity from 6,221
tonnes per annum as at October 31, 2019 to 17,021 tonnes per annum by December 31, 2019 and to 20,909
tonnes per annum by the end of Fiscal 2020.
Whether we are able to set up a new manufacturing plant in Telangana, and to launch and implement
various projects and business plans
We plan to set up a new manufacturing plant in Telangana with a total estimated installed capacity of 51,943
tonnes per annum. The estimated total cost for the setting up the plant in Telangana is ₹ 1,961.01 million (based
on quotations received from vendors as well as international management estimates). We plan to commence
production at the Telangana plant in Fiscal 2021. For more details, see “Our Business–Manufacturing–Proposed
New Plant” on page 158. We intend to use ₹ 1,840.00 million of the Net Proceeds towards setting up the
Telangana plant. For more details, see “Objects of the Offer–Details of the Objects–Financing the project cost
towards establishment of a new manufacturing facility” on page 101.
We also plan to expand the Trubore brand to new geographies. For more details, see “Our Business–Strategies–
Expand the Trubore brand to new geographies” on page 155.
Our ability to successfully set up the new manufacturing plant and to launch and implement various projects and
business plans will affect our growth prospects, financial condition and results of operations.
CRITICAL ACCOUNTING POLICIES
We believe that application of the critical accounting policies set forth below entails the most significant
judgements and estimates used in the preparation of our Restated Financial Statements for Fiscals 2017, 2018
and 2019 and three-month period ended June 30, 2019. The preparation of our financial statements requires our
Company’s management to make judgements, estimates and assumptions that affect 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.
313
For details on our significant accounting policies, see Annexure E to the Restated Financial Statements in
“Financial Statements” on page 212.
Key sources of estimation uncertainty
The key assumptions concerning the future and other key sources of estimation uncertainty at the reporting date,
that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities
within the next financial year, are described below. We based our assumptions and estimates on parameters
available when the financial statements were prepared. Existing circumstances and assumptions about future
developments, however, may change due to market changes or circumstances that are beyond our control. Such
changes are reflected in the assumptions when they occur.
Useful lives of property, plant and equipment
We use our technical expertise along with historical and industry trends for determining the economic life of an
asset/component of an asset. The useful lives are reviewed by management periodically and revised, if
appropriate. In case of a revision, the unamortised depreciable amount is charged over the remaining useful life
of the assets.
Defined benefit obligation
The cost of the defined benefit gratuity plan and the present value of the gratuity obligation are determined
using actuarial valuations. An actuarial valuation involves making various assumptions that may differ from
actual developments in the future. These include the determination of the discount rate, future salary increases
and mortality rates. Due to the complexities involved in the valuation and its long-term nature, a defined benefit
obligation is highly sensitive to changes in these assumptions. All assumptions are reviewed at each reporting
date.
Fair value measurement of financial instrument
When the fair values of financial assets and financial liabilities recorded in the balance sheet cannot be
measured based on quoted prices in active markets, their fair value is measured using valuation techniques
including the discounted cash flow model. The inputs to these models are taken from observable markets where
possible, but where this is not feasible, a degree of judgement is required in establishing fair values. Judgements
include considerations of inputs such as liquidity risk, credit risk and volatility.
Income taxes
Significant judgements are involved in estimating budgeted profits for the purpose of paying advance tax,
determining the provision for income taxes, including amount expected to be paid/recovered for uncertain tax
positions.
Share-based payments
We measure the cost of equity-settled transactions with employees using Black-Scholes model to determine the
fair value of the liability incurred on the grant date. Estimating fair value for share-based payment transactions
requires determination of the most appropriate valuation model, which is dependent on the terms and conditions
of the grant. This estimate also requires determination of the most appropriate inputs to the valuation model
including the expected life of the share option, volatility and dividend yield and making assumptions about
them. The assumptions and models used for estimating fair value for share-based payment transactions are
disclosed in Note 37 in Annexure G to the Restated Financial Statements in “Financial Statements”on page 212.
RESULTS OF OPERATIONS
The table below sets forth our results of operation derived from our Restated Financial Statements for the three-
month period ended June 30, 2019 and Fiscals 2019, 2018 and 2017, expressed in absolute terms and as a
percentage of our revenue from operations for the periods indicated.
314
(in ₹ million, except percentages)
Particulars Three-month period Year ended Year ended Year ended
ended March 31, 2019 March 31, 2018 March 31, 2017
June 30, 2019 (Ind AS) (Ind AS) (Ind AS)
(Ind AS)
Amount % of Amount % of Amount % of Amount % of
revenue revenue revenue revenue
from from from from
operations operation operations operations
s
Revenue:
Revenue from
Operations 3,797.66 100.00 15,718.69 100.00 13,205.45 100.00 13,300.15 100.00
Other Income 4.26 0.11 71.26 0.45 60.26 0.46 24.80 0.19
Total Revenue 3,801.92 100.11 15,789.95 100.45 13,265.71 100.46 13,324.95 100.19
Expenses:
Cost of
Materials
Consumed 2,789.92 73.46 10,728.59 68.25 8,938.14 67.69 8,364.74 62.89
Purchases of
Stock in Trade 62.62 1.65 340.84 2.17 461.74 3.50 1,075.44 8.09
Changes in
Inventories of
Finished Goods,
Stock-In-Trade
and Work-in-
Progress (163.51) (4.31) 204.18 1.30 (185.60) (1.41) (549.58) (4.13)
Excise Duty - 55.05 0.42 835.19 6.28
Employee
Benefit Expense 197.83 5.21 783.31 4.98 725.61 5.49 609.56 4.58
Other Expenses 383.67 10.1 1,802.71 11.47 1,577.14 11.94 1,338.49 10.06
EBITDA(1) 527.13 13.88 1,859.06 11.83 1,633.37 12.37 1,626.31 12.23
Finance Costs 73.85 1.94 364.00 2.32 361.08 2.73 363.74 2.73
Depreciation 118.23 3.11 451.65 2.87 380.88 2.88 328.29 2.47
and
Amortization
Expenses
Total Expenses 3,462.61 91.18 14,675.27 93.36 12,314.04 93.25 12,365.87 92.98
Profit Before 339.31 8.93 1,114.68 7.09 951.67 7.21 959.08 7.21
Tax
Tax Expense:
Current Tax 94.18 2.48 272.43 1.73 214.54 1.62 208.96 1.57
Deferred Tax (21.56) (0.57)) 8.74 0.06 9.47 0.07 8.30 0.06
Expense/(Gain)
Total Tax 72.62 1.91 281.17 1.79 224.01 1.70 217.26 1.63
Expense
Profit for the 266.69 7.02 833.51 5.30 727.66 5.51 741.82 5.58
Year/Period
Total Other 2.36 0.06 (1.04) (0.01) 5.51 0.04 (10.44) (0.08)
Comprehensiv
e
Income/(Loss)
Total 269.05 7.08 832.47 5.30 733.17 5.55 731.38 5.50
Comprehensiv
e Income for
the
Year/Period
Note:
(1) EBITDA is equal to revenue from operations less cost of materials consumed, less purchase of stock in trade, less change in inventories
of finished goods, stock-in-trade and work-in-progress, less excise duty, less employee benefit expense and less other expenses.
315
Principal Components of Statement of Profit and Loss
Revenue
Our total revenue consists of revenue from operations and other income:
Revenue from Operations
Our revenue from operations comprises revenue from the sale of our products and excise duty on our domestic
sales (up to June 30, 2017) as well as other operating revenues. GST was introduced in India effective July 1,
2017 and it replaced all excise duties that were applicable to our products. Our revenue from operations does not
include the GST payable on the sale of our products.
Our revenue from the sale of our products comprises income from sale of (a) finished goods, which are
manufactured by us or contract manufacturers on our behalf; and (b) traded goods, which includes ball valves,
teflon tape, rubber lubricant, metal clamps and solvent cements as well as raw materials bought and sold.
Our other operating revenue primarily comprises revenue from sale of scraps.
Other Income
The components of our other income varies from period to period and includes interest, dividend on
investments, profit on sale of assets/ shares, mark to market gains on derivatives and other miscellaneous
income.
Expenses
Our total expenses comprise (a) cost of materials consumed; (b) purchases of stock in trade; (c) changes in
inventories of finished goods; (d) excise duty on sale of goods up to June 30, 2017; (e) employee benefit
expenses; (f) finance costs; (g) depreciation and amortization expenses; and (h) other expenses.
Cost of Materials Consumed
Cost of materials consumed includes the inventory of our raw materials at the beginning of the period, increased
by the purchases of raw materials made during the respective period reduced by the closing stock of such
inventory at the end of the period.
Purchases of Stock in Trade
Purchases of stock in trade comprises goods bought to be traded, such as ball valves, Teflon tape, rubber
lubricant, metal clamps, solvent cements and raw materials.
Changes in Inventories of Finished Goods, Stock-In-Trade and Work-in-Progress
Changes in inventories of finished goods are calculated on the basis of stock at the end and the beginning of the
period, comprising (a) traded goods; (b) work in progress; and (c) finished goods – pipes and fittings, and
account for variation in excise duty on opening and closing stock of finished goods.
Excise Duty
Excise duty is the net amount of excise duty included in the sale price of products sold by us less the difference
in the amount of excise duty lying in the closing inventory and opening inventory during the period. Excise duty
was replaced by GST in India effective July 1, 2017.
Employee Benefit Expenses
Employee benefit expenses comprise (a) remuneration to directors; (b) salary, wages and bonus; (c) contribution
to provident fund and other funds; (d) staff welfare; and (e) employee compensation expenses.
316
Finance Costs
Finance costs comprise (a) interest on working capital from banks; term loans; and others; and (b) bank
commission and charges.
Depreciation and Amortization Expenses
Depreciation expenses includes the depreciation of building, plant and machinery, electrical installation,
computer, moulds and dies, office equipment, furniture and fixtures and vehicles. Amortization expenses
includes the amortization of computer software, brands/trademark, and goodwill.
Other Expenses
Other expenses primarily include: (a) power and fuel expenses; (b) labour charges; (c) advertisement and sales
promotional expenses; (d) consumption of stores and spares; (e) transport, freight and octroi charges; (f) rent
and maintenance expenses; (g) travelling and conveyance expenses; and (h) foreign currency exchange
difference (net).
Three-month period ended June 30, 2019
Revenue
The table below sets forth details in relation to our total revenue for the three-month period ended June 30,
2019:
(in ₹ million)
Particulars Three-month period ended June 30, 2019
(Ind AS)
Sale of Products
Finished Goods 3,707.35
Traded Goods 85.11
Revenue from Sale of Products 3,792.46
Scrap Sales 4.10
Profit on Import Licenses 1.10
Revenue from Operations 3,797.66
Other income 4.26
Total Revenue 3,801.92
Our revenue from operations for the three-month period ended June 30, 2019 was ₹ 3,797.66 million, which was
primarily due to ₹ 3,707.35 million from sales of finished goods.
For the three-month period ended June 30, 2019, our Net Revenue from Sale of Products based on the estimated
end-use based application comprised 37.24% from plumbing, 32.43% from irrigation, 29.53% from SWR
management and 0.79% from others, which includes underground drainage. For Fiscal 2019, our Net Revenue
from Sale of Products based on the estimated end-use based application comprised 42.00% from plumbing,
31.27% from irrigation, 26.53% from SWR management and 0.20% from others, which includes underground
drainage. Our Net Revenue from Sale of Products for use in SWR management increased to 29.53% for the
three-month period ended June 30, 2019 from 26.53% for Fiscal 2019 primarily due to our being able to cater to
the demand from customers who previously bought products for use in SWR management from players who are
financially stressed.
Expenses
The table below sets forth details in relation to our total expenses for the three-month period ended June 30,
2019.
317
(in ₹ million)
(Ind AS)
Expenses:
Cost of Materials Consumed 2,789.92
Purchases of Stock in Trade 62.62
Changes in Inventories (Increase / Decrease) (163.51)
Employee Benefit Expense 197.83
Finance Cost 73.85
Depreciation and Amortization Expenses 118.23
Other Expenses 383.67
Total 3,462.61
The key aspects of our expenses are discussed below:
The table below sets forth details in relation to our cost of materials consumed for the three-month period ended
June 30, 2019:
(in ₹ million)
Particulars Three-month ended June 30, 2019
(Ind AS)
Inventory at the Beginning of the Period 1,065.51
Add: Purchases 2,794.08
Subtotal 3,859.59
Less: Inventory at the End of the Period 1,069.67
Total 2,789.92
Our cost of materials consumed was ₹ 2,789.92 million for the three-month period ended June 30, 2019. Our
cost of materials consumed as a percentage of revenue from operations, increased to 73.46% for the three-month
period ended June 30, 2019 from 68.25% for Fiscal 2019. The increase in this percentage was due to increases
in the costs of raw materials, which was primarily due to an increase in average crude oil prices from US$70 per
barrel (Europe Brent spot price FOB) for Fiscal 2019 to US$75 per barrel (Europe Brent spot price FOB) for the
three-month period ended June 30, 2019 (source: CRISIL Research Report) and the depreciation of the Rupee
against the U.S. dollar from an average of ₹ 69.56 for Fiscal 2019 to an average of ₹ 69.89 for the three-month
period ended June 30, 2019, not all of which we were able to pass on to our customers in the form of increased
prices of our products.
Our purchases of stock in trade, which primarily represents goods that we procured from contract
manufacturers, was ₹ 62.62 million, for the three-month period ended June 30, 2019.
Changes in Inventories
The table below sets forth details in relation to changes in inventories for the three-month period ended June 30,
2019:
(in ₹ million)
(Ind AS)
Stock at the End of the Period
Traded Goods 98.73
Work in Progress 47.05
Finished Goods - Pipes and Fittings 941.75
A 1,087.53
Stock at the Beginning of the Period
Traded Goods 99.48
Work in Progress 32.09
Finished Goods- Pipes and Fittings 792.45
B 924.02
(Increase)/Decrease in Stock (B-A) (163.51)
318
Our inventories increased by ₹ 163.51 million, or 17.70%, to ₹ 1,087.53 million as at June 30, 2019. This was
primarily attributable to increasing our inventory levels in order to be able to meet the demand in our order
book,
Employee Benefit Expense
Our employee benefit expense was ₹ 197.83 million. Our employee benefit expense as a percentage of revenue
from operations increased to 5.21% for the three-month period ended June 30, 2019 from 4.98% for Fiscal 2019.
Other Expenses
The table below sets forth details in relation our other expenses for the three-month period ended June 30, 2019.
(in ₹ million)
(Ind AS)
Other Expenses 383.67
of which:
Power and Fuel Expenses 100.87
Advertisement and Sales Promotion Expenses 36.56
Labour Charges 67.89
Transport, Freight and Octroi Charges 47.98
Foreign Currency Exchange Difference (Net) 8.42
Rent and Maintenance Expenses 23.56
Travelling and Conveyance Expenses 24.47
Our other expenses were ₹ 383.67 million for the three-month period ended June 30, 2019. Our other expenses
as a percentage of revenue from operations decreased to 10.10% for the three-month period ended June 30, 2019
from 11.47% for Fiscal 2019.
EBITDA
For the reasons described above, our EBITDA was ₹ 527.13 million for the three-month period ended June 30,
2019. Our EBITDA as percentage of revenue from operations increased to 13.88% for the three-month period
ended June 30, 2019 from 11.83% for Fiscal 2019.
Finance Cost
Our finance cost was ₹ 73.85 million for the three-month period ended June 30, 2019. The table below sets forth
details in relation our finance cost for the three-month period ended June 30, 2019.
(in ₹ million)
(Ind AS)
Interest:
On Working Capital from Banks 37.34
On Term Loans 26.59
Others 0.47
On Lease Liability 0.53
Subtotal 64.93
Bank Commission and Charges 8.92
Total 73.85
Depreciation and amortization expenses were ₹ 118.23 million for the three-month period ended June 30, 2019.
Profit before Tax
For the reasons described above, our profit before tax was ₹ 339.31 million for the three-month period ended
June 30, 2019.
319
Tax Expense
For the three-month period ended June 30, 2019, our total tax expenses were ₹ 72.62 million, comprising ₹
94.18 million for current tax and a deferred tax gain of ₹ 21.56 million, which was primarily due to a decrease
in the corporate income tax rate. Our tax expense as a percentage of our profit before tax was 21.40% compared
to the corporate income tax rate of 25.17% (including applicable surcharges and cess) for the three-month period
ended June 30, 2019. Our corporate income tax rate decreased from 34.94% (including applicable surcharges
and cess) for Fiscal 2019 to 25.17% (including applicable surcharges and cess) for the three-month period ended
June 30, 2019. For details, see “-Significant Factors Affecting our Results of Operations and Financial
Condition-Reduction of the corporate income tax rate for Fiscal 2020” on page 313.
Profit for the Period
As a result of the foregoing, our profit for the period was ₹ 266.69 million for the three-month period ended
June 30, 2019.
Total Other Comprehensive Income/Loss
Our total other comprehensive income was ₹ 2.36 million for the three-month period ended June 30, 2019.
Total Comprehensive Income for the Period
As a result of the foregoing, our total comprehensive income for the period was ₹ 269.05 million for the three-
month period ended June 30, 2019.
Fiscal 2019 Compared to Fiscal 2018
Revenue
Our total revenue increased by ₹ 2,524.24 million, or 19.03%, to ₹ 15.789.95 million for Fiscal 2019 from ₹
13,265.71 million for Fiscal 2018, which was primarily due to a 19.75% increase in sale of finished goods.
The table below sets forth details in relation to our revenue for Fiscal 2019 and Fiscal 2018:
(in ₹ million, except for percentages)

Particulars Year ended March Year ended March Percentage
31, 2019 31, 2018 increase/
(Ind AS) (Ind AS) (decrease)
Sale of Products
Finished Goods 15,118.31 12,624.95 19.75
Traded Goods 487.60 529.25 (7.87)
Revenue From Sale of Products 15,605.91 13,154.20 18.64
Scrap Sales 21.38 32.88 (34.98)
Compensation 0.50 16.50 (96.97)
GST Claim 86.78 - N.C. (1)
Duty Drawback 0.67 - N.C. (1)
Profit on Import Licenses 3.45 1.87 84.49
Revenue from Operations 15,718.69 13,205.45 19.03
Other income 71.26 60.26 18.25
Total Revenue 15,789.95 13,265.71 19.03
Note:
1. Not comparable.
Our revenue from operations increased by ₹ 2,513.24 million, or 19.03%, to ₹ 15,718.69 million for Fiscal 2019
from ₹ 13,205.45 million for Fiscal 2018, primarily as a result of a 19.75% increase in the sale of finished
goods, which is discussed below.
The sale of finished goods increased by ₹ 2,493.36 million, or 19.75%, to ₹ 15,118.31 million for Fiscal 2019
from ₹ 12,624.95 million for Fiscal 2018, which increase was primarily due to a ₹ 1,330.00 million, or 47.33%,
320
increase in revenue from sale of finished goods for use in SWR management, a ₹ 823.35 million, or 15.73%,
increase in revenue from sale of finished goods for use in plumbing, and a ₹ 440.00 million, or 9.91%, increase
in revenue from sale of finished goods for use in irrigation, all of which was due to increases in prices and
volume. Revenue from sale of finished goods for use in SWR management was positively affected by an
increase in sales of DWC pipes to ₹ 467.06 million for Fiscal 2019 from ₹ 26.96 million for Fiscal 2018. We
only began selling DWC pipes in the fourth quarter of Fiscal 2018.
The sale of traded goods decreased by ₹ 41.65 million, or 7.87%, to ₹ 487.60 million for Fiscal 2019 from ₹
529.25 million for Fiscal 2018, which decrease was primarily due to more focus being put on manufacturing and
selling our own products.
Net Revenue from Sale of Products
The table below sets forth details in relation to our Net Revenue from Sale of Products for Fiscal 2019 and
Fiscal 2018:

31, 2019 31, 2018 increase/
Revenue from sale of products 15,605.91 13,154.20 18.64
Less: excise duty - 55.05 （100.00)
Net Revenue from Sale of Products 15,605.91 13,099.15 19.14%
Our Net Revenue from Sale of Products increased by ₹ 2,506.76 million, or 19.14%, to ₹ 15,605.91 million for
Fiscal 2019 from ₹ 13,099.15 million for Fiscal 2018, which increase was primarily due to a ₹ 1,334.78 million,
or 48.04%, increase in Net Revenue from Sale of Products for use in SWR management, a ₹ 815.05 million, or
14.20%, increase in Net Revenue from Sale of Products for use in plumbing, and a ₹ 460.78 million, or 10.43%,
increase in Net Revenue from Sale of Products for use in irrigation.
For Fiscal 2019, our Net Revenue from Sale of Products based on the estimated end-use based application
comprised 42.00% from plumbing, 31.27% from irrigation, 26.53% from SWR management and 0.20% from
others, which includes underground drainage, compared to 43.81% from plumbing, 33.73% from irrigation,
21.35% from SWR management and 1.10% from others, which includes underground drainage.
Expenses
The table below sets forth details in relation to our total expenses for Fiscal 2019 compared to our total expenses
for Fiscal 2018:
Particulars Year ended Year ended Percentage
March 31, 2019 March 31, 2018 increase/(decrease)
(Ind AS) (Ind AS)
Expenses:
Cost of Materials Consumed 10,728.59 8,938.14 20.03
Purchases of Stock in Trade 340.84 461.74 (26.18)
Changes in Inventories (Increase / Decrease) 204.18 (185.60)
Excise Duty - 55.05
Employee Benefit Expense 783.31 725.61 7.95
Finance Cost 364.00 361.08 0.81
Depreciation and Amortization Expenses 451.64 380.88 18.58
Other Expenses 1,802.71 1,577.14 14.30
Total 14,675.27 12,314.04 19.18
Our total expenses increased by ₹ 2,361.23 million, or 19.18%, from ₹ 12,314.04 million for Fiscal 2018 to ₹
14,675.27 million for Fiscal 2019. The key aspects of our expenses are discussed below:
The table below sets forth details in relation to our cost of materials consumed for the periods indicated below:
321
March 31, 2019 March 31, 2018 increase/
Inventory at the Beginning of the Year 1,255.04 771.21 62.74
Add: Purchases 10,539.06 9,421.97 11.86
Subtotal 11,794.10 10,193.18 15.71
Less: Inventory at the End of the Year 1,065.51 1,255.04 (15.10)
Total 10,728.59 8,938.14 20.03
Our cost of materials consumed increased by ₹ 1,790.45 million, or 20.03%, to ₹ 10,728.59 million for Fiscal
2019 from ₹ 8,938.14 million for Fiscal 2018. This increase was primarily due to an increase in sales volume.
manufacturers, decreased by ₹ 120.9 million, or 26.18%, to ₹ 340.84 million for Fiscal 2019 from ₹ 461.74
million for Fiscal 2018. This decrease was primarily due to decreased sales volume of stock in trade.
The table below sets forth details in relation to changes in inventories for the periods indicated below:

Stock at the End of the Year
Traded Goods 99.48 77.95 27.62
Work in Progress 32.09 24.20 32.60
Finished Goods - Pipes and Fittings 792.45 1,026.05 (22.77)
A 924.02 1,128.20 (18.10)
Stock at the Beginning of the Year
Traded Goods 77.95 66.23 17.70
Finished Goods - Pipes and Fittings 1,026.05 857.09 19.71
B 1,128.20 942.60 19.69
(Increase)/Decrease in Stock (B-A) 204.18 (185.60)
For Fiscal 2019, our inventories decreased by ₹ 204.18 million, or 18.10%, to ₹ 924.02 million as at March 31,
2019. This was primarily attributable to exceptionally high sales in the month of March 2019, leading to a
reduction of inventories.
For Fiscal 2018, our inventories increased by ₹ 185.60 million, or 19.69%, to ₹ 1,128.20 million as at March 31,
2018. This was primarily attributable to increases in the number of orders placed at the end of Fiscal 2018 and
an addition of a warehouse in Chennai to meet our on time in full order delivery policy, which we introduced in
Fiscal 2017.
Excise Duty
Our excise duty was nil for Fiscal 2019 compared to ₹ 55.05 million for Fiscal 2018. GST was introduced in
India effective July 1, 2017, which replaced all excise duties.
Our employee benefit expense increased by ₹ 57.7 million, or 7.95%, to ₹ 783.31 million for Fiscal 2019 from ₹
725.61 million for Fiscal 2018, which was primarily attributable to increases in salaries, which was partially
offset by a decrease in the number of our employees from 1,826 as at March 31, 2018 to 1,703 as at March 31,
2019. Our employee benefit expense as a percentage of revenue from operations decreased to 4.98% for Fiscal
2019 from 5.49% for Fiscal 2018.
322
Other Expenses
The table below sets forth details in relation our other expenses for the periods indicated below.

Other Expenses 1,802.71 1,577.14 14.30
of which:
Power and Fuel 385.69 340.76 13.19
Labour Charges 250.75 289.12 (13.27)
Advertisement and Sales Promotion Expenses 432.79 201.95 114.31
Consumption of Stores and Spares 112.54 125.49 (10.32)
Transport, Freight and Octroi Charges 232.40 135.78 71.16
Rent and Maintenance Expenses 89.00 92.91 (4.21)
Travelling and Conveyance Expenses 92.58 86.98 6.44
Foreign Currency Exchange Difference (Net) - 24.19 (100.00)
Note:
1. Not comparable.
Our other expenses increased by ₹ 225.57 million, or 14.30%, to ₹ 1,802.71 million for Fiscal 2019 from ₹
1,577.14 million for Fiscal 2018, which was primarily attributable to:
• a ₹ 230.84 million, or 114.31%, increase in advertisement and sales promotion expenses, which was
primarily attributable to increased spending on branding and marketing efforts, such as our hiring of a
celebrity spokesman and our Prince Udaan loyalty program;
• a ₹ 44.93 million, or 13.19%, increase in power and fuel expenses, which was primarily due to an
increase in production; and
• a ₹ 96.62 million, or 71.16%, increase in transport, freight and octroi charges, which was primarily due
to freight costs of DWC pipes sales being borne by us, and transport, freight and octroi charges for the
full fiscal year of products dispatched from two warehouses opened in Fiscal 2018 and one new
warehouse opened in Fiscal 2019.
The foregoing was partially offset, by among other things, a ₹ 38.37 million, or 13.27%, decrease in labour
charges, which was primarily due to due to the automation of some aspects of the production of our products,
and a ₹ 24.19 million decrease in foreign currency exchange difference (net) to nil for Fiscal 2019 from ₹ 24.19
million for Fiscal 2018.
Our other expenses as a percentage of revenue from operations decreased to 11.47% for Fiscal 2019 from
11.94% for Fiscal 2018.
EBITDA
For the reasons described above, our EBITDA increased by ₹ 225.69 million, or 13.82%, to ₹ 1,859.06 million
for Fiscal 2019 from ₹ 1,633.37 million for Fiscal 2018.
Finance Cost
Our finance cost increased by ₹ 2.92 million, or 0.81%, to ₹ 364.00 million for Fiscal 2019 from ₹ 361.08
million for Fiscal 2018, The table below sets forth details in relation our finance cost for Fiscals 2019 and 2018.

Interest:
On Working Capital from Banks 153.90 156.24 (1.50)
On Term Loans 167.48 156.36 7.11
Others 10.67 3.38 215.68
On Lease Liability 0.96 7.14 (86.55)
Subtotal 333.01 323.12 3.06
323
Bank Commission and Charges 30.99 37.96 (18.36)
Total 364.00 361.08 0.81
Depreciation and amortization expenses increased by 18.58% to ₹ 451.64 million for Fiscal 2019 from ₹
380.88 million for Fiscal 2018, which increased primarily due to the depreciation on building, plant and
machinery, and moulds and dies purchased during the fiscal year.
Profit before Tax
For the reasons described above, our profit before tax increased by ₹ 163.01 million, or 17.13%, to ₹ 1,114.68
million for Fiscal 2019 from ₹ 951.67 million for Fiscal 2018.
Tax Expense
Our total tax expenses increased by ₹ 57.16 million, or 25.51%, to ₹ 281.17 million for Fiscal 2019 from ₹
224.01 million for Fiscal 2018. Our current tax increased by ₹ 57.89 million, or 26.98%, to ₹ 272.43 million for
Fiscal 2019 from ₹ 214.54 million for Fiscal 2018. Our deferred tax expense decreased by ₹ 0.73 million, or
7.71%, to ₹ 8.74 million for Fiscal 2019 from ₹ 9.47 million for Fiscal 2018.
For Fiscals 2019 and 2018, our tax expense as a percentage of our profit before tax was 25.22% and 23.54%
respectively. The corporate income tax rate was 34.94% and 34.61% (including all cesses) for Fiscals 2019 and
2018, respectively. Our tax expense as a percentage of our profit before tax was lower than the corporate income
tax rate for Fiscal 2019 primarily due to the utilisation of minimum alternative tax (MAT) credit. Our tax
expense as a percentage of our profit before tax was lower than the corporate tax rate for Fiscal 2018 primarily
due to the fact that we benefited from a tax deduction under Section 80-IC of the Income Tax Act in relation to
the profits derived from our Haridwar plant. This benefit was only available for 10 consecutive fiscal years and
we have not benefited from it since April 1, 2018 (i.e., we ceased to have any benefit from it in Fiscal 2019). For
more details, see “-Significant Factors Affecting our Results of Operations and Financial Condition-Income tax
benefit” on page 312.
Profit for the Year
As a result of the foregoing, our profit for the year increased by ₹ 105.85 million, or 14.54%, to ₹ 833.51
Our total other comprehensive loss was ₹ 1.04 million for Fiscal 2019 compared to a total other comprehensive
income of ₹ 5.51 million for Fiscal 2018.
Total Comprehensive Income for the Year
As a result of the foregoing, our total comprehensive income for the year increased by ₹ 99.30 million, or
13.54%, to ₹ 832.47 million for Fiscal 2019 from ₹ 733.17 million for Fiscal 2018.
Fiscal 2018 Compared to Fiscal 2017
Revenue
Our total revenue decreased by ₹ 59.24 million, or 0.44%, to ₹ 13,265.71 million for Fiscal 2018 from ₹
13,324.95 million for Fiscal 2017, which was primarily due to a 52.95% decrease in revenue from traded goods.
The table below sets forth details in relation to our revenue for Fiscal 2018 and Fiscal 2017:
324
31, 2018 31, 2017 increase/
Sale of Products
Finished Goods 12,624.95 12,136.92 4.02
Traded Goods 529.25 1,124.79 (52.95)
Revenue From Sale of Products 13,154.20 13,261.71 (0.81)
Scrap Sales 32.88 32.70 0.55
Compensation 16.50 - N.C. (1)
Profit on Import Licenses 1.87 5.74 (67.42)
Revenue from Operations 13,205.45 13,300.15 (0.71)
Other income 60.26 24.80 142.98
Total Revenue 13,265.71 13,324.95 (0.44)
Note:
1. Not comparable.
Our revenue from operations decreased by ₹ 94.70 million, or 0.71%, to ₹ 13,205.45 million for Fiscal 2018
from ₹ 13,300.15 million for Fiscal 2017, primarily as a result GST being introduced in India effective July 1,
2017, which replaced all excise duties that were applicable to our products. Our revenue from operations does
not include the GST payable on the sale of our products.
The sale of finished goods increased by ₹ 488.03 million, or 4.02%, to ₹ 12,624.95 million for Fiscal 2018 from
₹ 12,136.92 million for Fiscal 2017, which increase was primarily due to a ₹ 557.65 million, or 11.92%,
increase in revenue from sale of finished goods for use in plumbing, and a ₹ 130.00 million, or 4.85%, increase
in revenue from sale of finished goods for use in SWR management, both of which were due to increase in
prices and the volume of products sold, which was partially offset by a ₹ 189.60 million, or 4.10%, decrease in
revenue from sale of finished goods for use in irrigation, which was primarily due to the fact that excise duty
was included in the price of finished goods for all Fiscal 2017 compared to only the first three months of Fiscal
2018, which was partially offset by an increase in volumes.
The sale of traded goods decreased by ₹ 595.54 million, or 52.95%, to ₹ 529.25 million for Fiscal 2018 from ₹
1,124.79 million for Fiscal 2017, which decrease was primarily due to a ₹ 560.75 million, or 68.57%, decrease
in revenue from trading of raw materials to ₹ 256.98 million for Fiscal 2018 from ₹ 817.73 million for Fiscal
2017.
Net Revenue from Sale of Products
The table below sets forth details in relation to our Net Revenue from Sale of Products for Fiscal 2018 and
Fiscal 2017:

31, 2018 31, 2017 increase/
Revenue from sale of products 13,154.20 13,261.71 (0.81)
Less: excise duty 55.05 835.19 (93.41)
Net Revenue from Sale of Products 13,099.15 12,426.52 5.41
Our Net Revenue from Sale of Products increased by ₹ 672.63 million, or 5.41%, to ₹ 13,099.15 million for
Fiscal 2018 from ₹ 12,426.52 million for Fiscal 2017, which increase was primarily due to a ₹ 475.61 million,
or 9.04%, increase in Net Revenue from Sale of Products for use in plumbing, a ₹ 168.38 million, or 6.41%,
increase in Net Revenue from Sale of Products for use in SWR management,
For Fiscal 2018, our Net Revenue from Sale of Products based on the estimated end-use based application
comprised 43.81% from plumbing, 33.73% from irrigation, 21.35% from SWR management and 1.10% from
others, which includes underground drainage, as compared to 42.36% from plumbing, 35.36% from irrigation,
21.16% from SWR management and 1.13% from others for Fiscal 2017.
325
Other Income
Other income increased by ₹ 35.46 million, or 142.98%, to ₹ 60.26 million for Fiscal 2018 from ₹ 24.8 million
for Fiscal 2017, primarily due to ₹ 29.76 million received as commission on the sale of traded goods and a gain
of ₹ 15.34 million on mark to market on derivative contracts.
Expenses
The table below sets forth details in relation to our total expenses for Fiscal 2018 compared to our total expenses
for Fiscal 2017:

March 31, 2018 March 31, 2017 increase/(decrease)
(Ind AS) (Ind AS)
Expenses:
Cost of Materials Consumed 8,938.14 8,364.74 6.85
Purchases of Stock in Trade 461.74 1,075.44 (57.07)
Changes in Inventories (Increase / Decrease) (185.60) (549.58) (66.23)
Excise Duty 55.05 835.19 (93.41)
Employee Benefit Expense 725.61 609.56 19.04
Finance Cost 361.08 363.74 (0.73)
Depreciation and Amortization Expenses 380.88 328.29 16.02
Other Expenses 1,577.14 1,338.49 17.83
Total 12,314.04 12,365.87 (0.42)
Our total expenses decreased by ₹ 51.83 million, or 0.42%, from ₹ 12,365.87 million for Fiscal 2017 to ₹
12,314.04 million for Fiscal 2018. The key aspects of our expenses are discussed below:
The table below sets forth details in relation to our cost of materials consumed for the periods indicated below:

Inventory at the Beginning of the Year 771.21 588.89 30.96
Add: Purchases 9,421.97 8,547.06 10.24
Subtotal 10,193.18 9,135.95 11.57
Less: Inventory at the End of the Year 1,255.04 771.21 62.74
Total 8,938.14 8,364.74 6.86
Our cost of materials consumed increased by ₹ 573.40 million, or 6.86%, to ₹ 8,938.14 million for Fiscal 2018
from ₹ 8,364.74 million for Fiscal 2017. This increase was primarily due to increased sales volume.
manufacturers, decreased by ₹ 613.70 million, or 57.07%, to ₹ 461.74 million for Fiscal 2018 from ₹ 1,075.44
million for Fiscal 2017. This decrease was primarily due to decreased sales volume of stock in trade.
The table below sets forth details in relation to changes in inventories for the periods indicated below:

Stock at the End of the Year
Traded Goods 77.95 66.23 17.70
326
Finished Goods - Pipes and Fittings 1,026.05 857.09 19.71
A 1,128.20 942.60 19.69
Stock at the Beginning of the Year
Traded Goods 66.23 47.46 39.55
Work in Progress 19.28 43.02 (55.18)
Finished Goods - Pipes and Fittings 857.09 302.54 183.30
B 942.60 393.02 139.84
(Increase)/Decrease in Stock (B-A) (185.60) (549.58) (66.23)
For Fiscal 2018, our inventories increased by ₹ 185.60 million, or 19.69%, to ₹ 1,128.20 million as at March 31,
2018. This was primarily attributable to increases in the number of orders placed at the end of Fiscal 2018 and
an addition of a warehouse in Chennai to meet our on time in full order delivery policy, which we introduced in
Fiscal 2017.
For Fiscal 2017, our inventories increased by ₹ 549.58 million, or 139.84%, to ₹ 942.60 million as at March 31,
2017. This was primarily attributable to an increase in the number of our warehouses from two as at March 31,
2016 to eight as at March 31, 2017 and the need to increase our inventory levels to meet our on time in full
order delivery policy, which we introduced in Fiscal 2017.
Excise Duty
Our excise duty decreased by ₹ 780.14 million, or 93.41%, to ₹ 55.05 million for Fiscal 2018 from ₹ 835.19
million for Fiscal 2017. This decrease was due to GST being introduced in India effective July 1, 2017, which
replaced all excise duties that were applicable to our products.
Our employee benefit expense increased by ₹ 116.05 million, or 19.04%, to ₹ 725.61 million for Fiscal 2018
from ₹ 609.56 million for Fiscal 2017, which was primarily attributable to increases in salaries and an increase
in the number of our employees from 1,778 as at March 31, 2017 to 1,826 as at March 31, 2018. Our employee
benefit expense as a percentage of revenue from operations increased to 5.49% for Fiscal 2018 from 4.58% for
Fiscal 2017.
Other Expenses
The table below sets forth details in relation our other expenses for the periods indicated below.

Other Expenses 1,577.14 1,338.49 17.83
of which:
Power and Fuel 340.76 338.14 0.77
Labour Charges 289.12 260.21 11.11
Advertisement and Sales Promotion Expenses 201.95 150.24 34.42
Consumption of Stores and Spares 125.49 106.05 18.33
Transport, Freight and Octroi Charges 135.78 101.46 33.83
Rent and Maintenance Expenses 92.91 55.89 66.24
Travelling and Conveyance Expenses 86.98 69.80 24.61
Foreign Currency Exchange Difference (Net) 24.19 - N.C. (1)
Note:
1. Not comparable.
Our other expenses increased by ₹ 238.65 million, or 17.83%, to ₹ 1,577.14 million for Fiscal 2018 from ₹
1,338.49 million for Fiscal 2017, which was primarily attributable to:
• a ₹ 51.71 million, or 34.42%, increase in advertisement and sales promotion expenses, which was
327
primarily attributable to increased spending on branding and marketing efforts, such as our Prince
Udaan loyalty program;
• a ₹ 37.02 million, or 66.24%, increase in rent and maintenance expenses, which was primarily due to
rent being paid on eight warehouses opened during Fiscal 2017 for the full fiscal year and two
warehouses opened in Fiscal 2018 for part of the fiscal year.
• a ₹ 34.32 million, or 33.83%, increase in transport, freight and octroi charges, which was primarily due
to freight cost for delivery of our products to eight warehouses opened during Fiscal 2017 for the full
fiscal year and two warehouses opened in Fiscal 2018 for part of the fiscal year;
• a ₹ 28.91 million, or 11.11%, increase in labour charges, which was due to an increase in the number of
contract labourers used due to an increase in production in Fiscal 2018 as compared to Fiscal 2017 and
an increase in minimum wages per day for labourers; and
• a ₹ 24.19 million increase in foreign currency exchange difference (net) from nil for Fiscal 2017.
Our other expenses as a percentage of revenue from operations increased to 11.94% for Fiscal 2018 from
10.06% for Fiscal 2017.
EBITDA
For the reasons described above, our EBITDA increased by ₹ 7.06 million, or 0.43%, to ₹ 1,633.37 million for
Fiscal 2018 from ₹ 1,626.31 million for Fiscal 2017.
Finance Cost
Our finance cost decreased by ₹ 2.66 million, or 0.73%, to ₹ 361.08 million for Fiscal 2018 from ₹ 363.74
million for Fiscal 2017, The table below sets forth details in relation our finance cost for the periods indicated
below.

Interest:
On Working Capital from Banks 156.24 163.83 (4.63)
On Term Loans 156.36 148.09 5.58
Others 3.38 8.58 (60.61)
On Lease Liability 7.14 6.21 14.98
Subtotal 323.12 326.71 (1.10)
Bank Commission and Charges 37.96 37.03 2.51
Total 361.08 363.74 (0.73)
Depreciation and amortization expenses increased by 16.02% to ₹ 380.88 million for Fiscal 2018 from ₹ 328.29
million for Fiscal 2017, which increased primarily due to the depreciation on building, plant and machinery, and
moulds and dies purchased during the fiscal year.
Profit before Tax
For the reasons described above, our profit before tax decreased by ₹ 7.41 million, or 0.77%, to ₹ 951.67
Tax Expense
Our total tax expenses increased by ₹ 6.75 million, or 3.10%, to ₹ 224.01 million for Fiscal 2018 from ₹ 217.26
million for Fiscal 2017. Our current tax increased by ₹ 5.58 million, or 2.67%, to ₹ 214.54 million for Fiscal
2018 from ₹ 208.96 million for Fiscal 2017. Our deferred tax expense increased by ₹ 1.17 million, or 14.10%,
to ₹ 9.47 million for Fiscal 2018 from ₹ 8.30 million for Fiscal 2017.
For Fiscals 2018 and 2017, our tax expense as a percentage of our profit before tax was 23.54% and 22.65%
respectively. The corporate income tax rate was 34.61% (including all cesses) for both Fiscals 2018 and 2017.
Our tax expense as a percentage of our profit before tax was lower than the corporate income tax rate for each
328
fiscal year primarily due to the fact that we benefited from a tax deduction under Section 80-IC of the Income
Tax Act in relation to the profits derived from our Haridwar plant. For more details, see “-Significant Factors
Affecting our Results of Operations and Financial Condition-Income tax benefit” on page 312.
Profit for the Year
As a result of the foregoing, our profit for the year decreased by ₹ 14.16 million, or 1.91%, to ₹ 727.66 million
for Fiscal 2018 from ₹ 741.82 million for Fiscal 2017.
Our total other comprehensive income was ₹ 5.51 million for Fiscal 2018 compared to a total other
comprehensive loss of ₹ 10.44 million for Fiscal 2017.
Total Comprehensive Income for the Year
As a result of the foregoing, our total comprehensive income for the year increased by ₹ 1.79 million, or 0.24%,
to ₹ 733.17 million for Fiscal 2018 from ₹ 731.38 million for Fiscal 2017.
LIQUIDITY AND CAPITAL RESOURCES
Our liquidity requirements arise principally from our operating activities, working capital requirements, capital
expenditures for maintenance and expansion activities, and the repayment of borrowings.
In the last three fiscal years and the three-month period ended June 30, 2019, our principal sources of funding
were cash from operations and short and long-term loan facilities.
As at June 30, 2019, we had cash and cash equivalents (as per our cash flow statement) of ₹ 2.54 million. Cash
and cash equivalents comprised cash on hand and balances with banks in current accounts.
For details of our fund-based credit facilities and non-fund-based credit facilities as at October 31, 2019, see
“Financial Indebtedness” on page 337.
Indebtedness
As at June 30, 2019, we had non-current borrowings of ₹ 981.82 million, current borrowings of ₹ 1,609.34
million and current maturities of long-term debt of ₹ 385.65 million.
For details in relation to our borrowings as at October 31, 2019, see “Financial Indebtedness” on page 337.
Summary of Cash Flows
The table below sets forth selected information from our statements of cash flows for the periods indicated
below.
(in ₹ million)
Particulars Three- Year ended Year ended Year ended
month March 31, March 31, March 31,
period ended 2019 2018 2017
June 30, (Ind AS) (Ind AS) (Ind AS)
2019
(Ind AS)
Net cash flow from operating activities 302.88 2,204.90 1,622.39 968.20
Net cash flow (used in) investing activities (319.03) (1,050.58) (1,702.63) (678.94)
Net cash flow from/(used in) financing activities (70.21) (1,067.73) 55.37 (262.53)
Net increase/(decrease) in cash and cash
equivalents (86.36) 86.59 (24.87) 26.73
Cash and cash equivalents at the beginning of the
period 88.90 2.31 27.18 0.45
Cash and cash equivalents at the end of the period 2.54 88.90 2.31 27.18
329
Cash from Operating Activities
Our net cash received from operating activities for the three-month period ended June 30, 2019 was ₹ 302.88
million, which was primarily due to operating profit before working capital changes of ₹ 569.91 million, ₹
541.25 million received from trade and other receivables which was partially offset by ₹ 571.93 million used for
trade and other payables, ₹ 176.02 million received form inventories and ₹ 60.33 million used in taxes paid.
Our net cash received from operating activities for Fiscal 2019 was ₹ 2,204.90 million, which was primarily due
to operating profit before working capital changes of ₹ 1,899.09 million and ₹ 501.04 million received from
trade and other payables, which was partially offset by ₹ 294.80 million used for trade and other receivables, ₹
404.61 million used in inventories and ₹ 305.04 million used in taxes paid.
Our net cash received from operating activities for Fiscal 2018 was ₹ 1,622.39 million, which was primarily due
to operating profit before working capital changes of ₹ 1,747.95 million and ₹ 906.03 million received from
trade and other payables, which was partially offset by ₹ 195.99 million used for trade and other receivables, ₹
672.78 million used in inventories and ₹ 162.82 million used in taxes paid.
Our net cash received from operating activities for Fiscal 2017 was ₹968.20 million, which reflected our
operating profit before working capital changes of ₹ 1,658.26 million and ₹ 221.68 million received from trade
and other payables, which was partially offset by ₹ 727.69 million used for inventories and ₹ 218.61 million
used in taxes paid.
Cash (used in) Investing Activities
Our net cash used in investing activities for the three-month period ended June 30, 2019 was ₹ 319.03 million,
which was primarily due to ₹ 229.11 million used to purchase fixed assets.
Our net cash used in investing activities for the year ended March 31, 2019 was ₹ 1,050.58 million, which was
primarily due to ₹ 917.98 million used to purchase fixed assets.
Our net cash used in investing activities for the year ended March 31, 2018 was ₹ 1,702.63 million, which was
primarily due to ₹ 1,118.99 million used to purchase fixed assets and ₹ 666.79 million used to pay for capital
advances.
Our net cash used in investing activities for Fiscal 2017 was ₹ 678.94 million, which was primarily due to ₹
684.70 million used for the purchase of fixed assets.
Cash from/(used in) Financing Activities
Our net cash used in financing activities for the three-month period ended June 30, 2019 was ₹ 70.21 million,
which was primarily due to payment of interest of ₹ 64.16 million.
Our net cash used in financing activities for the year ended March 31, 2019 was ₹ 1,067.73 million, which was
primarily due to repayment of borrowings of ₹ 688.97 million and payment of interest of ₹ 329.30 million.
Our net cash received from financing activities for the year ended March 31, 2018 was ₹ 55.37 million, which
was primarily due to proceeds received from non-current and current borrowings of ₹ 424.63 million, which
was partially offset by payment of interest of ₹ 313.73 million and ₹ 37.96 million used to pay bank commission
and charges.
Our net cash used in financing activities for Fiscal 2017 was ₹ 262.53 million, which was due to ₹ 254.26
million received from non-current/current borrowings (net), which was offset by ₹ 315.34 million used to pay
interest, ₹ 147.68 million used in the buyback of shares and ₹ 37.03 million used for the payment of bank
commission and charges.
FINANCIAL CONDITION
Assets
The table below sets forth details in relation to the principal components of our assets as at the dates indicated
330
below.
(in ₹ million)
Particulars June 30, 2019 March 31, 2019 March 31, 2018 March 31, 2017
Non-Current Assets
Property, Plant and Equipment 3,601.26 3,595.11 3,323.72 2,636.91
Capital Work in Progress 765.85 615.08 146.77 180.32
Right-of-Use Assets 58.39 62.37 78.30 10.63
Goodwill 2.96 2.96 2.96 2.96
Other Intangible Assets 34.56 35.55 41.52 34.76
Investments 9.06 7.77 7.36 7.25
Loans 79.72 74.22 73.43 51.49
Other Financial Assets 86.78 86.78 - -
Other Non-Current Assets 622.55 582.19 692.25 14.47
Total Non-Current Assets 5,261.13 5,062.03 4,366.31 2,938.79
Current Assets
Inventories 2,186.58 2,010.56 2,415.17 1,742.40
Investments - - - -
Trade Receivables 1,904.77 2,503.61 2,393.93 2,367.37
Cash and Cash Equivalents 2.54 88.90 2.31 27.18
Other Balances with Banks 127.60 134.25 93.98 96.50
Loans 2.32 2.33 2.59 3.66
Other Financial Assets 2.57 1.32 2.62 0.94
Income Tax Assets (net) - 5.22 - 24.34
Other Current Assets 657.06 595.91 451.08 403.87
Subtotal 4,883.44 5,342.10 5,361.68 4,666.26
Assets classified as held for sale - - 70.78 -
Total Current Assets 4,883.44 5,342.10 5,432.46 4,666.26
Total Assets 10,144.57 10,404.13 9,798.77 7.605.05
Our total assets increased by ₹ 2,193.72 million, or 28.85%, to ₹ 9,798.77 million as at March 31, 2018 and
further increased by ₹ 605.36 million, or 6.18%, to ₹ 10,404.13 million as at March 31, 2019 and decreased by
₹ 259.56 million, or 2.49%, to ₹ 10,144.57 million as at June 30, 2019. The primary reasons for these changes
are discussed below.
Our total non-current assets increased by ₹ 1,427.52 million, or 48.58%, to ₹ 4,366.31 million as at March 31,
2018 and increased by ₹ 695.73 million, or 15.93%, to ₹ 5,062.03 million as at March 31, 2019 and further
increased by ₹ 199.09 million, or 3.93%, to ₹ 5,261.13 million as at June 30, 2019. The net increase primarily
relates to an increase in our property, plant and equipment from ₹ 2,636.91 million as at March 31, 2017 to ₹
3,601.26 million as at June 30, 2019, which was primarily attributable to the addition of building, plant and
machinery, and moulds and dies.
Our inventories increased by ₹ 672.77 million, or 38.61%, to ₹ 2415.17 million as at March 31, 2018 and
decreased by ₹ 404.61 million, or 16.75%, to ₹ 2,010.56 million as at March 31, 2019 and increased by ₹
176.02 million, or 8.75%, to ₹ 2,186.58 million as at June 30, 2019. For a discussion on the reasons for these
changes in our inventories, see “–Results of Operations” on page 318.
Our trade receivables increased by ₹ 26.56 million, or 1.12%, from ₹ 2,367.37 million as at March 31, 2017 to ₹
2,393.93 million as at March 31, 2018, and increased by ₹ 109.68 million, or 4.58% to ₹ 2,503.61 million as at
March 31, 2019 and decreased by ₹ 598.84 million, or 23.92% to ₹ 1,904.77 million as at June 30, 2019, which
was primarily attributable to prompt receipt of monies owed from customers.
Equity and Liabilities
The table below sets forth details in relation to the principal components of our equity and liabilities as at the
dates indicated below.
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(in ₹ million)
Particulars June 30, 2019 March 31, 2019 March 31, 2018 March 31, 2017
Equity
Equity Share Capital 900.16 900.16 900.16 450.08
Other Equity 3,378.40 3,107.51 2,265.63 1,975.36
Total Equity 4,278.56 4,007.67 3,165.79 2,425.44
Borrowings 981.82 1,057.69 1,461.86 1,057.62
Lease Liabilities 39.87 43.95 60.59 -
Other Financial Liabilities 160.80 160.29 162.04 154.51
Provisions 84.92 78.16 68.83 45.47
Deferred Tax Liabilities (net) 114.18 135.49 127.49 117.25
Other Liabilities - - 5.10 -
Total Non-Current Liabilities 1,381.59 1,475.58 1,885.91 1,374.85
Current Liabilities
Current Borrowings 1,609.34 1,456.78 1,698.33 1,887.64
Lease Liabilities 16.42 16.64 17.50 8.90
Trade Payables 1,703.81 2,151.63 1,970.01 1,021.19
Other Financial Liabilities 1,033.72 1,114.69 963.83 744.36
Provisions 11.28 16.47 12.05 24.12
Current Tax Liabilities 28.59 - 27.39 -
Other Liabilities 81.26 164.68 57.96 118.54
Total Current Liabilities 4,484.42 4,920.89 4,747.07 3,804.75
Total Liabilities 5,866.01 6,396.47 6,632.98 5,179.60
Total Equity and Liabilities 10,144.57 10,404.13 9,798.77 7,605.05
Our total equity increased by ₹ 740.35 million, or 30.52%, to ₹ 3,165.79 million as at March 31, 2018 and
increased by ₹ 841.88 million, or 26.59%, to ₹ 4,007.67 million as at March 31, 2019 and further increased by ₹
270.89 million, or 6.76%, to ₹ 4,278.56 million as at June 30, 2019. These increases were due to increases in
our other equity by ₹ 1,403.04 million, or 71.03%, from ₹ 1,975.36 million as at March 31, 2017 to ₹ 3,378.40
million as at June 30, 2019 and due to an increase in our equity share capital from ₹ 450.08 million as at March
31, 2017 to ₹ 900.16 million, which reflected a ₹ 450.08 million increase in our share capital due to a bonus
issue of 45,007,908 Equity Shares at a price of ₹ 10 per Equity Share on July 12, 2017.
Our total liabilities increased by ₹ 1,453.38 million, or 28.06%, to ₹ 6,632.98 million as at March 31, 2018 and
decreased by ₹ 236.51 million, or 3.57%, to ₹ 6,396.47 million as at March 31, 2019 and decreased by ₹ 530.45
million, or 8.29%, to ₹ 5,866.01 million as at June 30, 2019. The primary reasons for the changes in total
liabilities are discussed below.
Our non-current borrowings increased by ₹ 404.24 million, or 38.22%, to ₹ 1,461.86 million as at March 31,
2018, which was primarily attributable to additional loans raised for increased capital expenditure, and
decreased by ₹ 404.17 million, or 27.65%, to ₹ 1,057.69 million as at March 31, 2019, which was primarily
attributable to the scheduled repayment of term loans, and decreased by ₹ 75.87 million, or 7.17%, to ₹ 981.82
million as at June 30, 2019, which was primarily attributable to the scheduled repayment of term loans.
Our current borrowings decreased by ₹ 189.31 million, or 10.03%, to ₹ 1,698.33 million as at March 31, 2018.
Our current borrowings decreased by ₹ 241.55 million, or 14.22%, to ₹ 1,456.78 million as at March 31, 2019,
which was primarily attributable to the lower utilisation of working capital fund based limits, and increased by ₹
152.56 million, or 10.47%, to ₹ 1,609.34 million as at June 30, 2019, which was primarily attributable to the
higher utilisation of working capital fund based limits.
Our trade payables increased by ₹ 948.82 million, or 92.91%, to ₹ 1,970.01 million as at March 31, 2018 and
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increased by ₹ 181.62 million, or 9.22%, to ₹ 2,151.63 million as at March 31, 2019, which was primarily
attributable to increases in the purchase of imported raw materials from international suppliers, and decreased
by ₹ 447.82 million, or 20.81%, to ₹ 1,703.81 million as at June 30, 2019, which was primarily attributable to a
decrease in the purchase of imported raw materials from international suppliers. We receive longer credit terms
from international suppliers compared to domestic suppliers, so an increase in the purchase of imported raw
materials from international suppliers will result in an increase in our trade payable and vice versa.
Our current other financial liabilities primarily comprise (a) current maturities of long-term debt, (b) employee-
related liabilities, (c) creditors for capital goods and (d) other current liabilities. Our current other financial
liabilities increased by ₹ 219.47 million, or 29.48%, to ₹ 963.83 million as at March 31, 2018 and increased by
₹ 150.86 million, or 15.65%, to ₹ 1,114.69 million as at March 31, 2019 and decreased by ₹ 80.97 million, or
7.26%, to ₹ 1,033.72 million as at June 30, 2019. The primary reasons for the changes in current other financial
liabilities were the following:
• a ₹ 166.25 million increase in current maturities of long-term rupee loans from banks to ₹ 409.19
million as at March 31, 2018, a ₹ 35.49 million decrease to ₹ 373.70 million as at March 31, 2019 and
a ₹ 68.93 million decrease to ₹ 304.77 million as at June 30, 2019;
• a ₹ 30.04 million increase in employee related liabilities to ₹ 94.72 million as at March 31, 2018 and a
₹ 25.04 million increase to ₹ 119.76 million as at March 31, 2019 and a further ₹ 6.31 million increase
to ₹ 126.07 million as at June 30, 2019; and
• a ₹ 26.27 million decrease in other current liabilities to ₹ 316.95 million as at March 31, 2018 and a ₹
153 million increase to ₹ 469.95 million as at March 31, 2019 and a ₹ 18.23 million decrease to ₹
451.72 million as at March 31, 2019.
OFF-BALANCE SHEET ARRANGEMENTS AND FINANCIAL INSTRUMENTS
We do not have any off-balance sheet arrangements, derivative instruments, swap transactions or relationships
with unconsolidated entities or financial partnerships established or contemplated for the purpose of facilitating
off-balance sheet transactions.
CONTRACTUAL OBLIGATIONS AND COMMITMENTS
Long-term Borrowings (including Current Maturity of Long-term Borrowings) and Other-Long-term

Liabilities
The following table sets forth certain information relating to future payments due under long-term borrowings
(including current maturity of long-term borrowings) and other-long-term liabilities reflected on the balance
sheet as at June 30, 2019:
(in ₹ million)
Particulars Within One After One After Three More Than Total
Year Year But Years But Five Years
Within Three Within Five
Years Years
Long-term borrowings(1) 385.65 708.44 406.98 130.68 1,631.75
Other-long-term liabilities reflected
on the balance sheet(2) - 399.77 - - 399.77
Notes:
(1) Includes an undrawn amount of ₹ 264.28 million from IndusInd Bank as at June 30, 2019 and current maturity of
long-term borrowings as at June 30, 2019.
(2) This is total non-current liabilities less long term borrowings.
Leases
The following table sets forth our lease liability as at June 30, 2019 for long-term leases we have entered into:
(in ₹ million)
Less than one One year to five More than five
Total
year years years
Lease liability as at June 30, 2019 16.42 39.87 - 56.29
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For details of the property that we hold pursuant to a lease, see “Our Business-Properties” on page 165.
CONTINGENT LIABILITIES AND COMMITMENTS NOT PROVIDED FOR
The total of our contingent liabilities as at June 30, 2019 was ₹ 721.33 million, details of which are as follows:
(in ₹ million)
Particulars As at
June 30, 2019
(Ind AS)
Income tax matters 25.54
Excise duty matters 0.38
Other cases 1.10
Guarantees given by banks on behalf of our Company to government and semi-government authorities 23.12
Guarantees given by our Company to banks for the repayment of amounts owed to these banks for
loans taken out by our customers for the payment of the purchase price of our products(1) 671.19
Total 721.33
Note:
(1) We have executed a first loss default guarantee in favour of Yes Bank Limited for ₹ 850.00 million and an
undertaking to reimburse defaulted amounts in favour of ICICI Bank Limited for ₹ 500.00 million, pursuant to
which we have guaranteed the repayment of amounts owed to these banks for loans taken out by our customers for
the payment of the purchase price of our products.
The estimated amount of contracts remaining to be executed on capital account and not provided for as at June
30, 2019 was ₹ 353.57 million.
The Supreme Court of India by its order dated February 28, 2019 has clarified the principles based on which
allowances paid to employees should be identified for inclusion in basic wages for the purposes of computation
of contributions to the Provident Fund. Pending directions or clarification from the Employees' Provident Fund
Organisation, the quantification of the impact of this order on us, if any, is unascertainable and consequently no
effect has been given in the accounts.
RELATED PARTY TRANSACTIONS
We enter into various transactions with our Promoter/Promoter Group/Group Entities/ Key Managerial
Personnel, including for the purchase of raw materials for manufacturing our products. For details on our related
party transactions for Fiscals 2017, 2018 and 2019 and the three-month period ended June 30, 2019, see Note 36
in Annexure G to the Restated Financial Statements in “Financial Statements” on page 212.
MARKET RISK
Qualitative Disclosure
Market risk is the potential loss arising from changes in market rates and market prices. Our primary market
risks are interest rate risk, foreign currency risk and commodity price risk.
Interest Rate Risk
We borrow the majority of our funds on a floating rate basis and have not hedged our floating rate loans. We are
therefore exposed to interest rate risk with respect to our borrowings on floating rates.
Foreign Currency Risk
We are exposed to exchange rate fluctuations with respect to our unhedged foreign currency borrowings and
with respect to our trade payables for imports, both of which are primarily denominated in USD. As a result,
changes in exchange rates may affect our results of operations and financial condition.
We enter into derivative financial instruments, viz. foreign exchange forward contracts, interest rate swaps and
cross currency swaps.
We enter into foreign exchange forward contracts to manage risks associated with foreign currency fluctuations.
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We enter into interest rates swaps and cross currency swaps to hedge risks associated to foreign currency and
interest rates fluctuations pertaining to ECBs.
We do not hold derivative financial instruments for speculative purposes.
Commodity Price Risk
We are exposed to the price risk associated with purchasing our key raw material, specifically PVC resin. We do
not enter into long-term firm price contracts for the supply of our key raw materials. Therefore, fluctuations in
the price of these raw materials may adversely affect our results of operations. For additional information on
how our results of operations are affected by fluctuations in the price of our key raw material, see section titled
“Risk Factors- Increases in the cost of raw materials could have a material adverse effect on our results of
operations and financial condition” on page 18.
Quantitative Disclosure
Interest Rate Risk
As at June 30, 2019, we had ₹ 2,976.81 million of borrowings outstanding that was subject to floating rates of
interest, of which ₹ 181.18 million was hedged, resulting in ₹ 2,795.63 million of unhedged floating rate
borrowings outstanding. Any increase in interest rates would increase the interest costs of our unhedged floating
rate borrowings and would adversely affect our results of operations.
Exchange Rate Risk
As at June 30, 2019, we had US$14.40 million trade payables for imports denominated in USD. As at June 30,
2019, ₹ 181.18 million, or 6.09%, of our total fund based outstanding borrowings was denominated in USD. In
order to reduce our currency exchange risks, we have entered into hedging arrangements for all of these
borrowings.
For further details on quantitative disclosure on market risk, see Note 31 in Annexure G to the Restated
Financial Statements in “Financial Statements” on page 212.
QUALITATIVE FACTORS
Unusual or Infrequent Events or Transactions
Except as described in this Draft Red Herring Prospectus, there have been no other events or transactions to the
best of our knowledge that may be described as “unusual” or “infrequent”, or any unusual changes of income,
changes in accounting policies and discretionary reduction of expenses that have taken place in the last three
fiscal years.
Significant Economic Changes
Except as described in this Draft Red Herring Prospectus, there have been no significant economic changes that
have taken place in the last three fiscal years that have materially affected or are likely to affect income from
operations.
Known Trends or Uncertainties
Our business has been impacted, and we expect will continue to be impacted, by the trends identified in “–
Significant Factors Affecting Our Results of Operations and Financial Condition” on page 309 and the risks and
uncertainties described in “Risk Factors” on page 17.
Future Relationship between Cost and Income
Except as described in this section and in “Risk Factors” and “Our Business” on pages 17 and 150, respectively,
to the best of our knowledge, there is no future relationship between cost and income that will have a material
adverse effect on our results of operations and finances.
The Extent to Which Material Increases in Net Sales or Revenue are Due to Increased Sales Volume,
Introduction of New Products or Services or Increased Sales Prices
335
The reasons for changes in income from operations for the last three fiscal years are explained in this section.
Dependence on a Few Customers or Suppliers
We are not dependent on any customers or suppliers.
Total Turnover of Each Major Business Segment
We currently operate in a single business segment, i.e., pipes and fittings, and within India.
New Products or Business Segments
We have introduced new products in the last three fiscal years. For a discussion of the effect of new products
launched in the last three fiscal years, see “–Significant Factors Affecting Our Results of Operations and
Financial Condition–Introduction of new products and variations of existing products” on page 310.
We have not publicly announced any new business segments in the last three fiscal years.
Seasonality of Business
Our revenue from operations is less in the first quarter of a fiscal year compared to each of the other three
quarters of a fiscal year. Our revenue from operations is more in the fourth quarter of a fiscal year compared to
each of the other three quarters of a fiscal year.
Competitive Conditions
Our business is subject to competition. See “–Significant Factors Affecting our Results of Operations and
Financial Condition–Competition and pricing pressure” on page 312.
SIGNIFICANT DEVELOPMENTS AFTER JUNE 30, 2019
There have been no significant developments after June 30, 2019 that may materially and adversely affect our
future financial condition and results of operations or our ability to pay our liabilities within the next 12 months.
Our Company has, in consultation with the BRLMs, undertaken a Pre-IPO placement of 596,500 CCPS for cash
consideration aggregating to ₹ 1,061.77 million, which have been converted into 5,965,000 Equity Shares on
December 9, 2019.
336
FINANCIAL INDEBTEDNESS
In furtherance of our Articles of Association and subject to applicable laws, our Board is authorised to borrow
sums of money for the purposes of our Company, and upon such terms and conditions as the Board thinks fit.
For further details regarding the borrowing powers of our Board, see the section titled “Our Management” on
page 181.
Our Company has availed loans and bank facilities in the ordinary course of business, primarily for funding
working capital and capital expenditure requirements.
Set forth below is a brief summary of our aggregate borrowings as at October 31, 2019:
Category of borrowing Sanctioned amount (in ₹million) Outstanding amount as at October 31,
2019 (in ₹million)
Loans from banks
Fund based facilities 3,630.00 3,078.46
Non- fund based facilities 2,520.00 1,745.30
Total 6,150.00 4,823.76
Also, we intend to utilize the Net Proceeds and proceeds from the Pre-IPO Placement, aggregating up to
₹481.70 million towards repayment and/or pre-payment, in full or in part, of certain outstanding term loans
availed by our Company (as set forth below). For details, please see the section titled “Objects of the Offer -
Details of the Objects” on page 99.
(₹ in million) 31, 2019
1. Bank of India 52.50 11.60 To be repaid on Prepayment is allowed, subject to
or prior to June prior written approval of or
29, 2021 by way notice to the lenders, as
of quarterly applicable, and the penalty of
instalments. 0.50% (in case of IDFC First
2. IndusInd Bank 500.00 9.85 To be repaid on Bank Limited).
Limited or prior to
March 12, 2025
by way of
quarterly
installments.
3. The Federal Bank 60.12 9.75 To be repaid on
Limited or prior to
November 6,
2021 by way of
quarterly
instalments.
300.00 9.85 To be repaid on
or prior to
September 15,
2025 by way of
quarterly
instalments.
4. ICICI Bank 102.22 11.60 To be repaid on
Limited or prior to
October 25,
2023 by way of
monthly
instalments.
337
(₹ in million) 31, 2019
5. IDFC First Bank 366.38 10.70 To be repaid on
Limited or before June
30, 2023 by way
of quarterly
instalments.
Total 1,381.22
*
Payment of prepayment penalties, if any, shall also be made out of the Net Proceeds and proceeds from the Pre-IPO Placement. In the
event that the Net Proceeds and proceeds from the Pre-IPO Placement are insufficient for the said payment of prepayment penalty, such
payment shall be made from our internal accruals.
Principal terms of the secured borrowings availed by us:
1. Interest: The interest rate for the facilities availed by us is typically the base rate or MCLR of the
relevant lender plus a specified spread payable on an annual or monthly basis. Further, under certain
facilities the interest rate ranges from 8.26% per annum to 11.60% per annum.
2. Tenor: The tenor of the facilities availed by us typically ranges from one day to eight years.
3. Security: In terms of our borrowings where security needs to be created, we are typically required to:
(a) For working capital facilities: First pari passu charge on present and future current assets
of our Company and second pari passu charge on Company’s present and future fixed
assets (movable and immovable) situated at our plants at Athal, Dadra, Haridwar,
Chennai, Kolhapur and Jaipur, and at the office premises at the 4th Floor, “Ruby House”,
Mumbai.
(b) For term loans/external commercial borrowings: First pari passu charge on our
Company’s present and future fixed assets (movable and immovable) situated at our
plants at Athal, Dadra, Haridwar, Chennai, Kolhapur and Jaipur, and at the office
premises at the 4th Floor, “Ruby House”, Mumbai and second pari passu charge on
present and future current assets of our Company.
(c) For vehicle loans: Hypothecation of the specific asset (vehicle) financed by the banks.
In most cases, the security created in favour of a lender is on a pari passu basis with other lenders.
Further, certain of our Promoters, namely, Jayant Shamji Chheda, Parag Jayant Chheda and Vipul
Jayant Chheda, have also provided personal guarantees to our lenders in relation to certain of our
outstanding loans.
The details above are indicative and there may be additional requirements for creation of security under
the various borrowing arrangements entered into by us.
4. Repayment: The working capital facilities are repayable on demand by the lender, while the term loan
facilities are repayable as per a fixed schedule in monthly or quarterly instalments.
5. Prepayment: Certain loans availed by our Company have prepayment provisions which allow for
prepayment of the outstanding loan amount at any given point in time, subject to prior written approval
of the lender, as applicable, and a prepayment penalty ranging from 0.50% - 5.00% of the amount pre-
paid or the amount outstanding, as the case may be. Some of these loans allow for prepayment with no
penalty subject to written approval of the lender and the fulfilment of certain conditions including the
prepayment coming from proceeds of the initial public offering of our Company.
6. Penalty: The loans availed by our Company contain provisions prescribing penalties for various events
including delayed payment, default in repayment obligations, or delay in creation of the stipulated
security. The penalty typically ranges from 1% per annum to 24% per annum.
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7. Events of Default: In terms of our facility agreements, the events of default include:
(a) non-payment or default of any amount due on the facility or loan obligation;
(b) non-compliance of terms and conditions stipulated by the lenders under the various borrowing
arrangements;
(c) cross-default; and
(d) our Company suspending, ceasing or threatening to cease to carry on its business.
The consequences of occurrence of ‘events of default’ include but are not limited to:
(a) all amounts outstanding with our Company becoming immediately due and repayable;
(b) initiation of recovery of the outstanding loans through the Securitization and Reconstruction
of Financial Assets and Enforcement of Security Interest Act, 2002 by the lender;
(c) suspension or termination of all undrawn commitments and enforcement of the security
created in respect of such loan facilities by the lender;
(d) appointment of a nominee director by the lenders, and/or review of the management set-up or
organisation of our Company, as may be considered necessary by the lenders; and
(e) demand by the lender for a cure of the default.
8. Restrictive Covenants
In terms of our facility agreements, certain corporate actions by our Company require the prior
intimation to/ prior written consent of the relevant lenders. These typically include:
(a) alteration of our capital structure in any manner;

(b) making changes to our management set-up;
(c) effecting any amalgamation, merger, reconstruction or consolidation;
(d) amending the documents in relation to the constitution of our Company;
(e) effecting any change in ownership or shareholding pattern;
(f) creation of further charge, lien or encumbrance on assets hypothecated with our lenders;
(g) undertaking new projects or implementing any scheme of expansion/ diversification, or
incurring capital expenditure, except as provided for in the funds flow statement submitted by
our Company to the lender;
(h) investment by way of share capital in or lend or advance to or place deposits with any other
entity;
(i) undertaking guarantee obligations on behalf of any other lender or any third party; and
(j) declaring dividends except out of profits relating to that year after making all due and
necessary provisions.
With respect to the financial and other covenants required to be complied with, by our Company, in relation to
our loan obligations, see the section titled “Risk Factors – If we do not comply with covenants and conditions
under our borrowing arrangements it could lead to termination of our credit facilities, accelerated repayment of
all amounts due thereunder, enforcement of any security provided and the trigger of cross default provisions.
Any of the above actions taken by the relevant lender could have a material adverse effect on our credit ratings,
financial condition, results of operations and cash flows.” on page 27.
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SECTION VI – LEGAL AND OTHER INFORMATION
OUTSTANDING LITIGATION AND MATERIAL DEVELOPMENTS
Except as stated below, there is no outstanding (a) criminal proceedings involving our Company, Directors,
Promoters or Group Companies; (b) actions taken by statutory or regulatory authorities involving our
Company, Directors, Promoters or Group Companies; (c) claims related to direct or indirect tax involving our
Company, Directors, Promoters or Group Companies (disclosed in a consolidated manner giving the total
number of claims and total amounts involved); or (d) other pending litigations involving our Company,
Directors, Promoters, or Group Companies, as determined to be material by our Board, in accordance with the
SEBI ICDR Regulations. Further, except as stated in this section, there are no (i) pending defaults and non-
payment of statutory dues by our Company as determined to be material by our Board as per the Materiality
Policy, in accordance with the SEBI ICDR Regulations; (ii) outstanding dues to small scale undertaking and
other creditors (including material creditors) as defined under the Materiality Policy (as defined below).
In relation to point (d) and (i) above, our Board, in its meetings held on September 24, 2018 and November 28,
2019, has adopted a policy for identification of Group Companies, material creditors and material legal
proceedings (“Materiality Policy”). Pursuant to the SEBI ICDR Regulations and in accordance with the
Materiality Policy, we have disclosed all pending litigation involving our Company, Directors, Promoters and
Group Companies (other than criminal proceedings, claims related to direct/indirect tax and statutory or
regulatory actions) that are considered ‘material’, that is, (i) if the monetary amount of claim by or against our
Company, its Directors, Promoters and/or Group Companies in any such pending litigation is in excess of an
amount of ₹ 8.34 million, being approximately 1% of our Company’s profit after tax as per the Restated
Financial Statements for Fiscal Year 2019, and (ii) any such litigation, the outcome of which could have a
material adverse effect on the business, operations, prospects or reputation of our Company, irrespective of the
amount involved in such litigation.
Further, in terms of the Materiality Policy, our Company considers creditors to whom the amount due exceeds
5% of the trade payables of our Company as per the Restated Financial Statements for Fiscal Year 2019 i.e. ₹
107.58 million, as ‘material’ creditors for the purpose of disclosures in this Red Herring Prospectus.
It is clarified that for the purposes of the above, pre-litigation notices (other than those notices involving actions
by statutory or regulatory authorities) received by our Company, Directors, Promoters or the Group Companies
shall, unless otherwise decided by the Board, not be considered as litigation until such time that our Company
or any of its Directors, Promoters or its Group Companies, as the case may be, is impleaded in such litigation
proceedings before any judicial forum.
In this chapter, we have also disclosed the details of certain complaints received by our Company and Lead
Managers from Montana Developers Private Limited and Radon Developer Private Limited in respect of our
Draft Red Herring Prospectus and the Erstwhile DRHP, along with details of litigation mentioned in such
complaints, and other outstanding litigation involving M/s Aditya Developers.
Unless stated to the contrary, the information provided below is as of the date of this Red Herring Prospectus.
I. Litigation involving our Company
A. Outstanding Criminal Litigation involving our Company
Criminal proceedings against our Company
There are no outstanding criminal proceedings against our Company.
Criminal proceedings by our Company
1. Our Company filed a criminal complaint bearing number 1102/SS/2016 under Section 138 of
the Negotiable Instruments Act, 1881, against Sri Venkata Charan Agencies and C.V.
Narasiah before the Metropolitan Magistrate, Mumbai on March 9, 2016, in relation to
dishonor of two cheques for ₹ 2.00 million and ₹1.70 million. The matter is currently pending.
the Negotiable Instruments Act, 1881, against Harsha Enterprises, Nellore before the
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Metropolitan Magistrate, Mumbai on January 5, 2017 in relation to dishonor of two cheques
for ₹ 0.70 million and ₹ 0.73 million. The matter is currently pending.
3. Our Company filed criminal complaints bearing numbers 433/SS/2018, 434/SS/2018,

435/SS/2018, 436/SS/2018 and 437/SS/2018 Section 138 of the Negotiable Instruments Act,
1881, against Vilesh Sheth, proprietor of M/s. Pansar Infracon, before the Metropolitan
Magistrate, Mumbai, in relation to dishonor of five cheques for ₹ 2.50 million, ₹ 7.00 million,
₹7.00 million, ₹ 7.80 million and ₹ 0.80 million. The matters are currently pending.
the Negotiable Instruments Act, 1881, against Prakash Agencies and J. Suresh before the
Metropolitan Magistrate, Mumbai on June 15, 2017, in relation to dishonor of a cheque for
₹12.02 million. The matter is currently pending.
5. Our Company filed a criminal complaint under Section 138 of the Negotiable Instruments Act,
1881, against M/s Satyam Polymers, Chetna Kamlesh Kumavat and Asha Kumari Chetna
Kumavat before the Metropolitan Magistrate, Mumbai on October 9, 2019, in relation to
dishonor of a cheque for ₹ 0.80 million. In addition, bank charges, notice charges and
advocate’s fees have been claimed. The matter is currently pending.
6. Our Company filed two criminal complaints under Section 138 of the Negotiable Instruments
Act, 1881, against M/s Surya Trubore, through its proprietor, R. Marimuthu before the
Metropolitan Magistrate, Mumbai on August 30, 2019 and October 9, 2019, in relation to
dishonor of cheques amounting up to ₹ 4.00 million. In addition, bank charges, notice charges
and advocate’s fees have been claimed. The matter is currently pending.
B. Pending Action by statutory or regulatory authorities against our Company
There are no pending actions by statutory or regulatory authorities against our Company, except for the
following:
1. Our Company and certain of our Promoters, Jayant Shamji Chheda, Parag Jayant Chheda, Vipul
Jayant Chheda and Heena Parag Chheda, have each received show cause notices dated November
04, 2019 from the Ministry of Corporate Affairs (“MCA”) under Section 204 for the contravention
of Section 204 of the Companies Act, 2013 read with rule 9 of Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014 (“ Companies Rules”). The show cause
notices, inter alia, state that the Board’s report in 2017 has not complied with Section 204 (1) of
the Companies Act, 2013 read with the rule 9 of the Companies Rules that require the secretarial
audit report (in form MR-3) to be annexed with the Board report. Our Company has submitted a
reply dated November 12, 2019. The reply states that during the financial year 2016-17, our
Company was a private limited company and thus the requirements of annexing the secretarial
audit report was not applicable to our Company. No further communication has been received
from the MCA in this regard.
2. Our Company received notices dated May 23, 2019 and October 7, 2019 from the Office of the
Municipality, Jobner District- Jaipur alleging that unauthorized construction, in violation of the
Rajasthan Municipalities Act, 2009, was being done by our Company and informing them, to cease
construction immediately. It instructed our Company to submit approvals received for the
construction within 24 hours, failing which the construction would be demolished and they would
be held responsible for the unauthorized construction. We have replied to them through letters
dated July 18, 2019 and October 9, 2019 indicating that as their plant comes under the Gram
Panchayat, Asalpur, approval from the Office of Municipality is not required. The no objection
certificate from the Gram Panchayat, Asalpur has already been obtained. No further
correspondence has been received in this regard.
3. We have also received a notice from the Gram Panchayat, Asalpur on July 22, 2019 alleging that
the construction work was illegal, and unless the construction fee was deposited, action would be
taken. Following this, we have held discussions with the Gram Panchayat regarding the notice. We
have received no further communication from them.
C. Tax proceedings against our Company, Directors, Promoters and Group Companies
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Provided below is a summary of direct and indirect taxation proceedings pending against our
Company, Directors, Promoters and Group Companies.
Nature of tax involved Number of cases Amount involved in

outstanding such proceedings
(in ₹ million)
Indirect Tax
Company (A) 1 0.38
Direct tax
Company (B) 9 25.54
Directors (C) 7 113.31
Promoters (Other than Directors) (D) 4 1.33
Group Companies (E) Nil Nil
Total (A+B+C+D+E) 21 138.45
D. Default and non-payment of statutory dues etc. by our Company

There is no default or non-payment of statutory dues etc. by our Company.
E. Other material outstanding litigation involving our Company
Material outstanding litigation against and by our Company involving an amount of over ₹8.34
million
There is no material outstanding litigation against and by our Company involving an amount of over
₹8.34 million.
Litigation involving our Company that is material from perspective of Company’s business,
operations, prospects or reputation
1. Super Industrial Corporation (“Petitioner”) filed writ petition bearing number 2069 of 2015,
dated February 4, 2015 against the State of Punjab and others, including our Company
(“Respondent Companies”) before the High Court for the States of Punjab and Haryana at
Chandigarh (“High Court”). The Petitioner was aggrieved by the alleged arbitrary revision of
Chapter 28 of the Common Schedule of Rates - 2010, published by Department of Public
Works, Punjab as well as the alleged arbitrary classification of certain private entities in the
‘premium’ category as opposed to the rest of the entities, including the Petitioner in the
‘ordinary category’. The Petitioner argued that its fundamental right to carry on trade and
business were being violated along with Article 14 of the Constitution of India. The case is
currently pending in the High Court.
2. Our Company received a notice of motion dated May 4, 2018 from the High Court for the
States of Punjab and Haryana at Chandigarh (“High Court”) regarding writ petition bearing
number 9015 of 2015, dated April 15, 2015 filed by R.G. Industries against the State of
Punjab, and others, including our Company (“Respondent Companies”), alleging inter alia
that basis the arbitrary revision of Chapter 28 of the Common Schedule of Rates-2010, R.G
Industries was unable to obtain various tenders as they did not make use of the ‘premium’
category pipes. The case is being heard along with the writ petition filed by Super Industrial
Corporation. The case is currently pending in the High Court.
3. Banshilal registered a claim application dated August 21, 2019 against our Company before
the Court of the Sub-Divisional Officer, Sambhar Lake against our Company and others,
seeking a permanent injunction under Section 188 of the Rajasthan Tenancy Act, 1955
alleging that our Company had started pipe work without recognizing the borderline to
Banshilal’s agricultural land. Banshilal prayed for a permanent injunction to be issued against
any construction work being carried out, until the boundaries on the agricultural land are
drawn out, and also for our Company to be restrained from carrying out any construction work
related to pipes.
F. Outstanding dues to small scale undertakings or any other creditors
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In terms of the Materiality Policy, our Company considers creditors to whom the amount due exceeds,
₹ 107.58 million, i.e., 5% of our trade payables as per our Restated Financial Statements for Fiscal
Year 2019 as ‘material’ for the purpose of disclosures in this Red Herring Prospectus.
As of June 30, 2019, our Company had 530 creditors to whom a total amount of ₹ 1,703.81 million was
outstanding. Based on the above, there are two material creditors of our Company. Further, 13 of our
creditors to whom a total amount of ₹ 32.63 million is owed have been identified as small scale
undertaking by our Company based on available information regarding status of suppliers as defined
under Section 2 of the Micro, Small and Medium Enterprises Development Act, 2006 as of June 30,
2019. For complete details about outstanding dues to creditors of our Company, see
www.princepipes.com/listofcreditors.
II. Litigation involving our Directors
A. Outstanding criminal litigation involving our Directors
1. The Silvassa police registered an FIR number 268/2011 under Sections 143, 147, 149, 336,
352, 504 and 506 of the Indian Penal Code, 1860 against Jayant Shamji Chheda and others in
the matter of a dispute involving the workers at our facility in Athal. After investigation, a
chargesheet bearing criminal case number 6/2013 was filed before the Chief Judicial
Magistrate of Dadra & Nagar Haveli at Silvassa (“CJM”). Pursuant to an order passed by the
CJM on January 19, 2018 (“Order”), Jayant Shamji Chheda and others were acquitted of the
charges. No appeal has been filed against the Order as on the date of this Red Herring
Prospectus.
2. Montana Developers Private Limited (“Montana”) filed a criminal complaint dated January
21, 2013 (“Complaint 1”) before the Metropolitan Magistrate at Andheri against M/s. Aditya
Developers (“Aditya”) and its partners, including Jayant Shamji Chheda, our Promoter and
Managing Director and Heena Parag Chheda, one of our Promoters, in relation to a joint
venture agreement dated December 30, 2010, entered into between Montana and Aditya (“JV
Agreement”). Montana alleged misrepresentation of certain material information in relation
to the subject matter of the JV Agreement leading to fraudulent inducement to enter into the
JV Agreement and making an interest free deposit of ₹ 462.50 million to Aditya. Complaint 1
was dismissed by the Metropolitan Magistrate at Andheri by way of its order dated February
20, 2013. Montana filed a criminal revision application against the said order before the
Sessions Court for Greater Bombay, which was subsequently withdrawn by Montana.
Thereafter, Montana filed another complaint dated June 17, 2013 (“Complaint 2”) before the
Additional Chief Metropolitan Magistrate (“Magistrate”), 37th Esplanade, Mumbai court,
against the same parties as in Complaint 1, reiterating the grounds under Complaint 1, and
also alleging forgery of a letter from Montana, countersigned by two of the partners of Aditya
on behalf of Aditya, mutually terminating the JV Agreement. The Magistrate passed an order
dated March 31, 2016 (“Order 1”) issuing process against Aditya and its partners, which was
upheld by the Sessions Court for Greater Bombay by its order dated March 16, 2017 (Order
2”). Thereafter, Aditya and its partners filed a writ petition dated July 1, 2017 (“Writ
Petition”) before the Bombay High Court against Order 1 and Order 2. Complaint 2 and the
Writ Petition are currently pending. Thus, we cannot quantify the exact financial liability, if
any, that would be incurred by our Promoters following the conclusion of this litigation.
However, Jayant Shamji Chheda and Heena Parag Chheda each hold a 10% share of profit and
losses in Aditya as partners of Aditya.
B. Pending action by statutory or regulatory authorities against our Directors
Except as described in the sub-section titled “-Pending Action by statutory or regulatory authorities
against our Company on page 341, there is no pending action by statutory or regulatory authorities
against our Directors.
C. Other material litigation outstanding against our Directors
1. Prince Marketing had purchased a building at Bhuj, Gujarat through a conveyance deed dated
April 13, 2010 from Khimji Naran Rabadia, Rajesh Lalji Rabadia and five others (the
“Sellers”). Certain floors of the building were leased out to Hotel Dream Palace and its
owners (the “Plaintiffs”). The Plaintiffs filed a special suit bearing number 63/2011 in the
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Court of Principal Senior Civil Judge, Bhuj alleging inter alia that the sale deed in favour of
Prince Marketing was not binding on them and claiming an amount of ₹ 9.64 million. This
matter is currently pending.
The Sellers also filed a suit bearing number 230 of 2015 before the Additional Civil Judge,
Bhuj against Prince Marketing and Jayant Shamji Chheda alleging that only certain floors and
not the entire building was sold to Prince Marketing. The Sellers also made an application for
interim injunction against Prince Marketing and Jayant Shamji Chheda which was rejected by
the Additional Civil Judge by an order dated March 30, 2017. The Plaintiff filed an appeal
against order dated March 30, 2017 before the Additional District Judge, Bhuj through an
application dated July 28, 2017. Both the appeal and suit are currently pending.
2. Abid Hussain Suleman Menon has filed a suit bearing No. 71/2019 against Jayant Shamji
Chheda and Dhaval Mehta in the court of Principal Senior Civil Judge, Mandvi, Kutch for
specific performance of the alleged contract selling certain land in Kutch to him. He has also
asked for an injunction for restraining an alienation of the property. The matter is currently
pending.
3. Montana Developers Private Limited (“Montana”) initiated arbitration proceedings against

M/s Aditya Developers (“Aditya”) and its partners, including Jayant Shamji Chheda, our
Promoter and Managing Director, and Heena Parag Chheda, one of our Promoters, in relation
to a joint venture agreement dated December 30, 2010, entered into between the Montana and
Aditya (“JV Agreement”). Montana filed a statement of claim dated November 30, 2013
before the appointed arbitrator, seeking (i) specific performance of all the obligations under
the JV Agreement, along with damages from Aditya and its partners for an amount of
₹5,451.10 million, or (ii) in the alternative, to (i) above, specific performance of such part of
the JV Agreement which can be specifically performed as per the opinion of the arbitration
tribunal, along with damages from the Aditya and its partners for an amount of ₹7,394.80
million, or (iii) if the arbitration tribunal cannot grant specific performance of the JV
Agreement, then, damages amounting to ₹ 9,046.40 million, in each case along with interest
at the rate of 27% per annum to be paid by the Aditya and its partners. Aditya and its partners
filed its written statement and counter claim dated January 15, 2014 refuting the claim on the
basis of a letter from Montana, countersigned by two of the partners of Aditya on behalf of
Aditya, mutually terminating the JV Agreement. Montana, in its statement of claim dated
November 30, 2013 and rejoinder dated February 18, 2014, denied the execution of the said
letter. The matter is currently pending. We cannot quantify the exact financial liability, if any,
that would be incurred by our Promoters following the conclusion of this litigation. However,
Jayant Shamji Chheda and Heena Parag Chheda each hold a 10% share of profit and losses as
partners of Aditya.
III. Litigation involving our Promoters
A. Outstanding criminal litigation involving our Promoters
Except as described in the sub-section titled “-Outstanding criminal litigation involving our Directors”
on page 343, there are no criminal proceedings against any of our Promoters.
B. Pending action by statutory or regulatory authorities against our Promoters
Except as described in the sub-section titled “-Pending Action by statutory or regulatory authorities
against our Company” on page 341, there is no pending action by statutory or regulatory authorities
against our Promoters.
C. Other material litigation outstanding against our Promoters
Except as described in the sub-section titled “-Other material litigation outstanding against our
Directors” on page 343, there is no other material litigation outstanding against our Promoters.
IV. Litigation involving our Group Companies
A. Outstanding criminal litigation involving our Group Companies
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There is no outstanding criminal litigation involving our Group Companies.
B. Pending action by statutory or regulatory authorities against our Group Companies
There is no pending action by statutory or regulatory authorities against our Group Companies.
C. Other material litigation outstanding against our Group Companies
There is no material litigation outstanding against our Group Companies.
V. Complaints received from Montana and Radon
Pursuant to filing of the Erstwhile DRHP and the Draft Red Herring Prospectus, our Company,
Directors and the Lead Managers have received complaints (“Complaints”) from Montana Developers
Private Limited (“Montana”) alleging, inter alia, the non-disclosure of pending litigation involving
Montana and M/s. Aditya Developers (“Aditya”) and its partners, including Jayant Shamji Chheda and
Heena Parag Chheda, two of our Promoters, in the Erstwhile DRHP. The Complaints also alleged non-
disclosure of certain other cases involving Aditya including litigation filed by Radon Developer Private
Limited and cases filed by and against slum dwellers. For further details of these pending litigation,
please see the sub-section titled “-Litigation included in Complaints”. Additionally, where certain
Complaints were addressed to various regulators, they alleged non-disclosure of facts, including
litigation against our Promoters and Promoter Group entities, and objected to the proposed initial
public offer by our Company. Among other things, the Complaints to CARE requested CARE to
withdraw the rating given to our Company. The Complaints to Shailesh Bhaskar (former Company
Secretary and Compliance Officer) and the Independent Directors of our Company requested that they
step down from their position in our Company given the non-disclosures in the Erstwhile DRHP and
the DRHP.
The table below contains details of the Complaints:
S. No Date of Complaint Addressed to

1. February 6, 2018 Our Promoters, our Chief Financial Officer and copied to the Lead
Managers.
2. February 9, 2018 and SEBI
February 21, 2018
3. May 10, 2018 and August 7, The Chairman, SEBI, Investor Complaint Cell, SEBI, MCA and copied
2018 to NSE, BSE, Narendra Modi.
4. May 30, 2018, June 26, 2018 CARE Ratings, SEBI, MCA, Narendra Modi, Central Vigilance
and August 16, 2018 Commission, Comptroller & Auditor General, Central Bureau of
Investigation, Central Bureau of Investigation, Mumbai Zone, Rahul
Gandhi, SEBI – Investor complaint cell, MCA.
5. June 26, 2018 Statutory Auditors of our Company, and copied to ICAI, Central
Vigilance Commission, Comptroller & Auditor General, Central Bureau
of Investigation, Central Bureau of Investigation, Mumbai Zone, Rahul
Gandhi, SEBI and Narendra Modi.
6. July 11, 2018 ICICI Bank Limited, Standard Chartered Bank, Federal Bank Limited,
Bank of India, IDFC Bank Limited, State Bank of India and copied to
RBI, Narendra Modi, Central Vigilance Commission, Comptroller &
Auditor General, Central Bureau of Investigation, Central Bureau of
Investigation, Mumbai Zone, Rahul Gandhi, SEBI, MCA.
7. July 11, 2018 Shailesh Bhaskar (then Company Secretary and Compliance Officer) and
copied to ICSI, Narendra Modi, Central Vigilance Commission,
Comptroller & Auditor General, Central Bureau of Investigation, Central
Bureau of Investigation, Mumbai Zone, Rahul Gandhi, SEBI, MCA.
8. July 21, 2018 Aslam Sheikh. Member of Legislative Assembly
9. August 4, 2018 and August Cabinet Minister of Housing Department, SEBI
16, 2018
10. October 17, 2018 and Independent Directors of our Company and copied to also Reserve Bank
January 30, 2019 of India, Central Vigilance Commission, CARE Ratings, ICAI, ICSI, CII,
FICCI, Comptroller and Auditor General of India, Serious Fraud
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S. No Date of Complaint Addressed to
Investigation Office, MCA, CBI, and the other companies in which such
Independent Directors are directors.
11. November 14, 2018 SEBI and Aradhna Verma, Assistant General Manager, SEBI.
In addition, on August 14, 2018, a complaint from Ankit Munim, the director of Radon Developer
Private Limited was addressed to the Chairman of SEBI alleging that certain material litigation against
Aditya, one of our Promoter Group entities, had not been disclosed in the Erstwhile DRHP.
In addition, our Company, Directors, Promoters, CFO, Company Secretary, our Statutory Auditors, the
Lead Managers, Sundar Parthasarthy, one of our previous independent directors and Shailesh Bhaskar
(our former Company Secretary and Compliance Officer) received a complaint from Rajesh Madhani
of Montana dated November 25, 2019, asking us to refrain from issuing any advertisements in relation
to the IPO or products of our Company without indicating in those advertisements that the Erstwhile
DRHP did not contain material facts, and was therefore withdrawn, following which the Draft Red
Herring Prospectus was filed.
VI. Litigation included in Complaints
Given below are the details of the various cases indicated in the Complaints received from Montana
and Radon. In addition, for further details of the pending litigation between Montana and Aditya and
our Promoters, please see the sub-section titled “-Outstanding criminal litigation involving our
Directors”. Further, with respect to the below cases, we cannot quantify the exact financial liability, if
any, that would be incurred by our Promoters following the conclusion of each of the said litigations.
However, Jayant Shamji Chheda and Heena Parag Chheda each hold a 10% share of profit and losses
of Aditya as partners of Aditya.
1. Radon Developer Private Limited (“Radon”) had filed two suits bearing numbers Spl.
C.S/2400479/2007 and Spl. C.S/2400599/2007 dated April 20, 2006 and April 7, 2007 before the
civil judge (senior division), Palghar at Palghar against inter alia, Aditya, its partners and
Montana. Radon alleged that it had entered into certain agreements for purchase of properties
located in Thane from the other defendants of the suits. However, after receiving consideration for
sale of such properties, the other defendants had conveyed the property to Aditya and registered
the same with the Sub-Registrar of Assurances Vasai in favour of Aditya. Radon has claimed for,
inter alia, specific performance of the agreement for sale of property or compensation of ₹ 5.31
million. The matters are currently pending.
2. Felisida P. Gonsalvis had filed a suit bearing the number Spl. M.N.18/2012 dated February 20,
2012 before the civil judge (senior division), Vasai against inter alia, Aditya, through its partners.
Felisida P. Gonsalvis alleged she had rights over certain property located in Thane, for which
Aditya had entered into certain agreements for purchase from the other defendants of the suit.
Felisida P. Gonsalvis has claimed for, inter alia, declaration and separation of 1/4th share of the
property as her property, cancelation of the agreement between Aditya and other defendants, a
temporary injunction prohibiting the defendants from creating third party rights or alienating the
property further and for compensation amounting to ₹0.25 million. The matter is currently
pending.
3. Francis S. Lopez had filed a suit bearing number 337/2012 dated January 03, 2012 before the civil
judge (senior division), Vasai against inter alia, Aditya, through its partners. Francis S. Lopez
alleged that he had full right over certain property that is located in Thane that has been wrongfully
sold to Aditya, by the other defendants. He further claims that despite informing Aditya about his
ownership, Aditya entered into an agreement to purchase the said property. Francis S. Lopez has
claimed for, inter alia, cancelation of the agreement for sale between Aditya and the other
defendants and compensation amount to ₹ 0.40 million and court fees. The matter is currently
pending.
4. Jankibai Harischandra Mankar had filed a suit bearing the number 63/2015 before the civil judge
(senior division), Vasai against inter alia, Aditya, through its partners. Jankibai Harischandra
Mankar alleged she had rights over certain property located in Thane, for which Aditya had
entered into certain agreements for purchase from the other defendants of the suits. Jankibai
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Harischandra Mankar has claimed for, inter alia, an injunction prohibiting Aditya from selling,
transferring and carrying out construction. The matter is currently pending.
5. Aditya had instituted three suits bearing numbers Spl. Civil Suit No. 650/2007, Spl. Civil Suit No.
24/2008 and Spl. Case No. 649 of 2007 before the civil judge (senior division), Vasai against inter
alia, Beby Shenwar Gavit and 108 others, Tara Vishnu Bhoir and 99 others and Shakuntala
Sadashiv Patil and 111 others respectively. Aditya alleged that the defendants have encroached and
without consent, constructed huts on property validly owned by Aditya which is located in Thane.
Aditya has claimed for, inter alia, the court to order a mandatory injunction to remove the huts,
clear and vacant possession of the property be given to them, a temporary injunction prohibiting
the defendants from selling, mortgaging, gifting or harming pending the final hearing of the suit
and costs. Consent terms were entered into by parties of all three abovementioned suits on March
22, 2012 that gave each defendant the right to a room (10x15 foot carpet) in a building adjacent to
the property. The terms further placed the responsibility on Aditya to build such a building with 3-
4 floors, common as well as attached toilets, independent electric meter, a water connection and
other amenities including forming a cooperative housing society. The approvals required and
stamp duty payable shall be the responsibility of Aditya. Aditya must submit a proposed
development plan within six months and construct and hand over the rooms within 2.5 years of the
date of filing consent terms. On completion of the building, the defendants shall give Aditya free
and clear vacant possession of the land. The huts constructed on this area will be surrendered in
exchange for an alternate hut in the vicinity. In case Aditya does not comply with the consent
terms, they will be liable to pay each defendant ₹ 1 million. Pursuant to such consent terms, all
these three cases have been disposed. However, following such entering into of consent terms,
Vimal Bhaskar Kedar had filed a suit bearing the number 1/2016 before the civil judge (senior
division), Vasai against inter alia, Aditya, through its partners alleging that even after two and half
years, such consent terms had not been adhered to and Aditya should pay damages to the tune of ₹
1 million to each of the defendants. The matter is currently pending.
6. Filomena A. Almeida had filed a suit bearing the number 470/2014 dated December 3, 2014 before
the civil judge (junior division), Vasai against inter alia, Binal S. Koradia and Arvind S. Chheda.
Filomena A. Almeida alleged he had rights over certain property located in Thane, for which
Aditya had entered into certain agreements for purchase from the other defendants of the suits. He
has claimed for, inter alia, injunction prohibiting the defendants from conveyance and
construction. The matter is currently pending.
VII. Other outstanding litigation involving M/s Aditya Developers.
Given below are the details of the other outstanding cases involving M/s Aditya Developers.
1. Dominic Joseph Gonsalvis had filed a suit bearing number 147/2014 dated May 3, 2014 before the
civil judge (senior division), Vasai against inter alia, Aditya, and its partners. Dominic Joseph
Gonsalvis claimed that he had become the owner of certain lands in Vasai by virtue of adverse
possession. However, the other defendants in this case had sold the land to Aditya and he was
thereafter being obstructed from using the land. The plaintiff prayed for, inter alia, an injunction to
be issued restraining Aditya and its partners from taking possession of the land, as well as
alienating it. The matter is currently pending.
2. Dominica J. Menezes had filed a suit bearing 345/2008 dated April 5, 2008 before the civil judge
(junior division), Vasai against inter alia, Arvind S Chheda, partner at Aditya Developers.
Dominica J. Menezes alleged she had rights over certain property located in Thane, for which
Aditya had entered into certain agreements for purchase from the other defendants of the suits. She
has claimed for, inter alia, injunction prohibiting Arvind S Chheda from conveyance and
construction. The matter is currently pending.
3. Rajesh Madhani, director of Montana, filed a complaint against Binal Koradia, Arvind S Chheda
and the other partners of M/s Aditya Developers. with the Economic Offences Wing (“EoW”).
Accordingly, the Economic Offences Wing had sent a letter dated September 24, 2019 asking
Binal Koradia and Arvind Shyamji Chheda to provide certain documents and present themselves in
the EoW. They have replied through their letter dated September 26, 2019, requesting for a copy of
the complaint made, and furnishing the documents as required, and requesting them to not take
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cognizance of the complaint as there was on-going litigation in relation to the same subject matter.
Binal Koradia also appeared before the EoW as directed and made a statement dated September
26, 2019. In addition, Binal Koradia made applications under the Right to Information Act, 2005
requesting to be provided with a copy of the complaint along with other relevant documents. These
applications were rejected by the Public Information Officer, and thereafter, Binal Koradia filed a
first appeal against the decision of the Public Information Officer.
VIII. Material litigation involving M/s Prince Marketing
M/s Prince Marketing, one of our Promoter Group entities, has issued a notice dated December 4, 2019,
invoking arbitration under an agreement for sale entered into with Mindset Estates Private Limited and The
Ruby Mills Limited with respect to the premises situated on the 8th floor of The Ruby, 29 Senapati Bapat Marg,
Dadar (West), Mumbai – 400028. M/s Prince Marketing has alleged that despite repeated requests to provide
them with a no-objection certificate to allow them to let out the premises, Mindset Estates Private Limited and
The Ruby Mills Limited are wrongfully withholding such a no-objection certificate.
IX. Material developments since the last balance sheet date
Except as disclosed in the section titled “Management’s Discussion and Analysis of Financial Condition and
Results of Operations- Significant Development after June 30, 2019” on page 336, to our knowledge, no
circumstances have arisen since the date of the last financial statements disclosed in this Red Herring
Prospectus, that materially and adversely affect or are likely to affect our operations or profitability, the value of
our assets, our capital structure, or our ability to pay our material liabilities within the next twelve months.
348
GOVERNMENT AND OTHER APPROVALS
In view of the indicative approvals listed below, our Company can undertake this Offer and we can undertake
our current business activities. Except as mentioned below, no further significant approvals from any
governmental or regulatory authority or any other entity are required to undertake this Offer or continue such
business activities. Unless otherwise stated, these approvals are valid as on the date of this Red Herring
Prospectus. For further details in connection with the regulatory and legal framework within which we operate,
see “Regulations and Policies” on page 169. Some of the approvals may expire periodically in the ordinary
course and applications for renewal of such expired approvals are submitted in accordance with applicable
requirements and procedures.
We have also disclosed below (i) approvals applied for but not received; (ii) approvals expired and for which
renewals are to be applied for and (iii) approvals required but not obtained or applied for. For further details in
connection with the applicable regulatory and legal framework, see “Regulations and Policies” on page 169.
I. Approvals in relation to the Issue
For the approvals and authorizations obtained by our Company in relation to the Offer, see “Other
Regulatory and Statutory Disclosures – Authority for the Offer” on page 356.
II. Incorporation details of our Company
A. Certificate of incorporation dated November 13, 1987 issued by the Registrar of Companies,
Maharashtra to our Company.
B. Certificate of incorporation dated August 11, 2017 issued by Registrar of Companies, Goa, Daman and
Diu pursuant to conversion from private company to public company.
III. Existing approvals for our Company’s establishments and business operations issued by
authorities of the respective jurisdictions in which our factories and commercial establishments
are located
A. Factory and labour-related approvals
1. Chennai
S. Details of License Date of

No. expiry
1. License to work a factory bearing number 43455 issued by the Deputy Chief Inspector of December
Factories, Thiruvottiyur, Chennai. 31, 2019
2. Consent to operate under Air (Prevention and Control of Pollution) Act, 1981 (“Air March 31,
Act”), bearing consent order number 170823253509 issued by District Environmental 2023
Engineer, Tamil Nadu Pollution Control Board.
3. Consent to operate under Water (Prevention and Control of Pollution) Act, 1974(“Water March 31,
Act”), bearing consent order number 170813253509 issued by District Environmental 2023
Engineer, Tamil Nadu Pollution Control Board
4. Certificate from TUV Rheinland Cert GmbH bearing number 014071737051 for meeting April 30,
the requirements of ISO 50001:2011 in the manufacture of UPVC and CPVC Pipes and 2020
Fittings.
5. Registration as principal employer holding certificate number 07/2001 issued by the Joint Not
Director, Industrial Safety and Health, Chennai under the Contract Labour (Regulation & applicable
Abolition Act), 1970 (“CLRA”) and Tamil Nadu Contract Labour Rules, 1975
6. Fire License for manufacturing of PVC pipes and fittings granted by the District Officer, September 9,
Fire and Rescue Services, Thiruvallur. 2020
NOC from the Fire & Rescue Services Department, Thiruallur District in respect of Not
additional land and buildings. applicable.
2. Kolhapur
349
S. Details of License Date of
No. expiry
1. License for registration of factory and working of factory registration bearing number December
CO/SE 2(M) (ONE)/25209/55-2008 and license number 097003, issued by the Director, 31, 2019
Industrial Safety and Health, Maharashtra.
2. Consolidated consent to operate bearing number SRO December
Kolhapur/Consent/1810000679/428/18 issued by the Sub Regional Officer, Kolhapur, 21, 2020
Maharashtra Pollution Control Board under Air Act, Water Act, and Hazardous and Other
Wastes (Management and Transboundary Movement) Rules, 2016 for manufacture of rigid
PVC pipes.
3. Athal
S. No. Details of License Date of expiry

1. License to work a factory bearing number 292 issued by the Chief Inspector of December 31,
Factories and Boilers, Administration of Dadra and Nagar Haveli, Silvassa 2022
2. Consolidated Consent order number PCC/DDD/220499/G-0729 issued by the November 30,
Pollution Control Committee, Daman and Diu, and Dadra and Nagar Haveli under 2020
the Air Act, Water Act and the Hazardous and Other Wastes (Management and
Transboundary Movement) Rules, 2016 for the manufacture of PVC fitting and Rigid
PVC pipes and fittings for application in agriculture, plastic valves of various
description for industrial, domestic and agriculture application, sanitary fitting in
plastic such as taps and traps etc and the rigid PVC pipes and thread fittings for
plumbing application UPVC pipes, tubes and fittings
3. Consolidated Consent order number CC/DDD/PCC/DDD/G-0107/WA/AA/AH/97- May 31, 2021
98//407244 issued by the Pollution Control Committee, Daman and Diu, and Dadra
and Nagar Haveli under the Air Act, Water Act and the Hazardous and Other Wastes
(Management and Transboundary Movement) for the manufacture of UPVC pipes
and fittings.
4. Certificate from TUV Rheinland Cert GmbH bearing number 014071837548 for July 30, 2021
meeting the requirements of ISO 50001:2011 in the manufacture of UPVC and
CPVC Pipes and Fittings
4. Haridwar
S. No. Details of License Date of expiry

1. Registration and license to work a factory bearing number HWR-624 issued by the December 31,
Labour Department, Uttarakhand. 2020
2. Consolidated consent to operate and authorisation order bearing number AW- March 31,
37318/571 issued by the Scientific Officer, Uttarakhand Environment Protection & 2020
Pollution Control Board under Air Act, Water Act, and Hazardous and Other Wastes
(Management and Transboundary Movement) Rules, 2016.
3. Registration as principal employer holding certificate number 362/DCL/08 issued by Not applicable
the Registering Officer & Regional Deputy Labour Commissioner, Garhwal Mandal,
Dehradun Uttarakhand. under CLRA.
4. Approval for usage of DG set issued by the Director, Electrical Safety Department, October 12,
Haldwani, Uttarakhand Government. 2020
5. Certificate of registration from IMS International bearing number June 6, 2020
IMS/QMS/PPM/060771 for conforming to the standards of BS EN ISO 9001:2015 in
the design, development, manufacture and supply of plastic piping systems.
6. Certificate of registration from IMS International bearing number June 6, 2020
IMS/EMS/PPM/060772 for conforming to the standards of BS EN ISO 14001:2015
in the design, development, manufacture and supply of plastic piping systems.
7. Certificate from TUV Rheinland Cert GmbH bearing number 014071836340 for August 20,
meeting the requirements of ISO 50001:2011 in the manufacture of UPVC, CPVC, 2021
HDPE, PPR Pipes and Fittings
5. Dadra
S. No. Details of License Date of

expiry
1. License to work a factory bearing number 1338 issued by the Chief Inspector of December
350
Factories and Boilers, Administration of Dadra and Nagar Haveli, Silvassa 31, 2022
2. Consolidated consent to operate and authorisation bearing number June 30,
PCC/DDD/PCC/DDD/G-2557/WA/AA/99-00/405177 issued by the Member 2024
Secretary, Pollution Control Board, Daman, Diu and Dadra & Nagar Haveli, Daman
under Air Act, Water Act, and Hazardous and Other Wastes (Management and
Transboundary Movement) Rules, 2016.
3. Certificate from TUV Rheinland Cert GmbH bearing number 014071837547 for August 14,
meeting the requirements of ISO 50001:2011 in the manufacture of uPVC, CPVC 2021
and DWC pipes and fittings.
4. Certificate from DQS Holding GmbH bearing number 20002422 QM15 for meeting August 13,
the requirements of ISO 9001:2015 in the design and manufacture of Plastic Pipes. 2021
6. Rajasthan

expiry
1. Certificate of no objection, for conversion of land into industrial land received from Not
the office of the Gram Panchayat Asalpur applicable
2. Certificate of registration as principal employer issued by Office of Registering December
Officer, Rajasthan 31, 2019
3. License to work a factory bearing registration number RJ/32804 issued by the Chief March 31,
Inspector of Factories and Boilers, Rajasthan, Jaipur. 2023
4. Consent to establish under the Water Act and Air Act issued by the Regional Officer, April 30,
Rajasthan State Pollution Control Board, Jaipur. 2023
5. Consent to operate under the Water Act and Air Act issued by the Regional Officer, August 31,
Rajasthan State Pollution Control Board, Jaipur. 2029
6. No-objection certificate issued by the Chief Fire Officer, Jaipur. September
2, 2022
7. Proposed Manufacturing Facility, Telangana

expiry
1. Consent for establishment issued by the Environmental Engineer, Telangana State Not
Pollution Control Board Sangareddy District, Telangana applicable
2. Service connection certificate from Telangana State Southern Power Distribution Not
Company Limited applicable
We have applied for certain approvals, the details of which are given in “Government and Other
Approvals – Approvals applied for but not received” on page 354. Further, we may require additional
approvals in relation to our proposed manufacturing facilities before we commence production.
B. Commercial approvals
1. Registration certificate bearing number GN012309/ Commercial II issued by the office of the inspector
under the Maharashtra Shops and Establishment Act, 1948 for our Corporate Office.
2. Export Promotion Capital Goods (EPCG) licenses bearing numbers 0330018730, 0330020638,
0330022361, 0330028473, 0330029755 issued by Directorate General of Foreign Trade in India to
enable us to import various machinery and raw material.
3. Import-Exporter Code number 0391155652 allotted by the Department of Commerce, Ministry of

Commerce & Industry.
C. Taxation related approvals
1. Registration number 27AAACP2319J2ZH issued by the GoI and Government of Maharashtra under
the Central Goods and Services Tax Act, 2017 and Maharashtra Goods and Services Tax Act, 2017.
D. Registration certificate issued by the Central Government and the following State Governments for
351
enrolment as existing taxpayer for Central Goods and Services Tax Act, 2017:
State Registration Number

Andhra Pradesh 37AAACP2319J2ZG
Bihar 10AAACP2319J1ZX
Dadra and Nagar Haveli 26AAACP2319J1ZK
Gujarat 24AAACP2319J1ZO
Karnataka 29AAACP2319J1ZE
Kerala 32AAACP2319J1ZR
Maharashtra 27AAACP2319J1ZI
Maharashtra (as Input Service Distributor) 27AAACP2319J2ZH
Odisha 21AAACP2319J1ZU
Rajasthan 8AAAACP2319J1ZI
Tamil Nadu 33AAACP2319J1ZP
Uttarakhand 05AAACP2319J1ZO
Uttar Pradesh 09AAACP2319J1ZG
West Bengal 19AAACP2319J1ZF
2. PAN number AAACP2319J, TAN number MUMP06179F, taxpayer identification number

10297018053, central sales tax registration number 10294733154 and entry tax registration number
10294054254.
E. Product related approvals
1. The following licenses have been issued by the Bureau of Indian Standards:
License No. IS No. Product

7108560 IS 7834: Part 1: Injection moulded PVC fittings with solvent cement joints for water
1987 supplies.
7295585 IS 4985:2000 Unplasticized PVC pipes for potable water supplies
7842588 IS 13592:2013 UPVC Pipes for soil and waste discharge systems inside buildings
including ventilation and rain water systems
3926978 IS 15778:2007 Chlorinated PVC pipes for potable hot and cold water distribution
supplies
2899188 IS 15328:2003 Unplasticized non pressure polyvinyl chloride (PVC-U) pipes for use in
underground drainage and sewerage systems.
7700026010 IS: 16098:Part Structured-wall plastics piping systems for non-pressure drainage and
1:2013 sewerage.
4537063 IS 15328:2003 Unplasticized non-pressure PVC-U pipes for use in underground drainage
and sewerage systems
6151051 IS 12818:2010 Unplasticized PVC screen and casing pipes for bore/tube wells
6494586 IS 13592:2013 UPVC pipes for soil and waste discharge systems inside buildings
including ventilation and rain water system
6700024907 IS 15778:2007 Chlorinated PVC pipes for potable hot and cold water distribution
supplies
6700067016 IS 16098: Part 2: Structures wall plastics piping systems for non-pressure drainage and
2013 sewerage Part 2 Pipes and Fittings with non smooth external surface.
8300012092 IS 13592:2013 UPVC pipes for soil and waste discharge systems
3117137 IS:15778:2007 Chlorinated PVC pipes for potable Hot & cold water distribution supplies.
8300122305 IS:16098 Part Sructured- Wall Plastics Piping Systems For Non-Pressure Drainage and
2:2013 Sewerage Part 2 pipes and Fittings with Non-Smooth External Surface
7930282 IS 13592:2013 UPVC pipes for soil and waste discharge systems inside and outside
buildings including ventilation and rain water system
3613250 IS 15328:2003 Unplasticized non-pressure PVC-U pipes for use in underground drainage
and sewerage systems
3602447 IS 15801: 2008 Polypropylene random co polymer pipes for and cold water supplies
352
F. Intellectual property related approvals
1. Trademarks
i) The following trademarks are registered in the name of our Company
Logo Class Registration Number

AQUAFIT 11 1984163
AQUAFIT 17 1984164
CORFIT 11 3572481
CORFIT 17 3572482
CORFIT 19 3572483
EASYFIT 11 1569444
EASYFIT 17 1548230
FOAMFIT 11 3226481
FOAMFIT 17 3226482
FOAMFIT 19 3226483
GREENFIT 17 1869370
NOVOFIT 11 3226478
NOVOFIT 17 3226479
NOVOFIT 19 3226480
PRINCE 17 1013152
Prince Piping Systems 11 2731072
(Assamese)
Prince Piping Systems (Hindi) 19 3273383
Prince Piping Systems (Kannada) 17 3273381
Prince Piping Systems (Kannada) 19 3273388
Prince Piping Systems (Oriya) 17 3273382
Prince Piping Systems (Oriya) 19 3273389
Prince Zero Defect 19 3779612
RAINFIT 11 3226484
RAINFIT 17 3226485
RAINFIT 19 3226486
SAFEFIT 11 3226472
SAFEFIT 17 3226473
SAFEFIT 19 3226474
SILENTFIT 11 3226475
TRUBORE 6 1510253
TRUBORE 11 3572478
TRUBORE 17 1505303
TRUBORE 17 3572479
TRUBORE 19 474966
TRUBORE 19 3572480
TRUBORE NEOFIT 17 1302049
TRUBORE NEOFIT 19 1302050
TRUBORE XL 9 939469
TRUVIN 6 1510252
TRUVIN 9 939468
TRUVIN 17 1505304
TRUVIN 19 558330
ii) The following trademarks have been applied for:
Logo Class Application Number

DURAFIT 19 2713980
353
Logo Class Application Number
Prince 19 2731070
Prince Logo (Assamese) 11 3273372
Prince Logo (Assamese) 17 3273376
Prince Logo (Gujarati) 11 3273373
Prince Logo (Hindi) 11 3273371
Prince Logo (Hindi) 17 3273379
Prince Logo (Kannada) 11 3273374
Prince Logo (Oriya) 11 3273375
Prince Logo (Tamil) 11 3273378
Prince Logo (Telugu) 11 3273380
Prince Udaan 16 3825283
Prince Udaan 35 3825284
ULTRAFIT 17 2768279
ULTRAFIT 19 2768281
2. Patents and Designs
i) Registration number 46795 for Design No. 267373 for application of the design to FLOOR
DRAIN TRAP issued by Controller General of Patents, Designs and Trademarks.
ii) Registration number 77854 for Design No. 317755-001 for application of design to DOUBLE
WALL CORRUGATED PIPE COUPLER issued by the Controller General of Patents,
Designs and Trademarks.
In addition, we have also made applications for registration of design for “Vent Cowl”, “Gully Trap”
and “Inspection Chamber”.
IV. Approvals applied for but not received
A. Kolhapur
1. Application for amendment to registration of establishments employing contract labour made to the
Office of the Assistant Commissioner of Labour, Kolhapur.
2. Application for final license/ certificate of no-objection made to the Fire Officer.
B. Haridwar
Application for permission to abstract ground water for industrial usage made to Central Ground Water
Authority, Ministry of Water Resources.
C. Athal
1. Application for license/ certificate of no-objection made to the Station Fire Officer, Silvassa Fire
Department, Dadra & Nagar Haveli, Silvassa.
2. Application for renewal of registration as principal employer made to the Office of Registering Officer,
Dadra and Nagar Haveli, Silvassa.
3. Application for permission to abstract ground water for industrial usage made to Central Ground Water
Authority, Ministry of Water Resources
D. Dadra
354
1. Application for license/ certificate of no-objection made to the Station Fire Officer, Silvassa Fire
Department, Dadra & Nagar Haveli, Silvassa.
2. Application for renewal of registration as principal employer made to the Labour Department , Dadra
and Nagar Haveli, Silvassa.
3. Application for permission to abstract ground water for industrial usage made to Central Ground Water
Authority, Ministry of Water Resources.
E. Rajasthan
1. Application for factory building plan made to the Factories and Boilers Inspection
Department, Rajasthan
F. For our proposed manufacturing facility at Telangana
1. Application for factory plan approval made to the Director of Factories
2. Application for industrial Plan approval made to the DT&CP
V. Approvals expired and for which renewals are to be applied for
Currently, there are no approvals which have expired and for which renewals are to be applied for.
355
OTHER REGULATORY AND STATUTORY DISCLOSURES
Authority for the Offer
• Resolution of our Board dated September 24, 2018, authorising the Offer.
• Special resolution dated September 29, 2018 passed by the Shareholders of our Company at the extra-
ordinary general meeting, approving and authorising the Offer.
• The Promoter Selling Shareholders have approved their participation in the Offer for Sale as set forth in
the section titled “The Offer” on page 69.
• Our IPO Committee has approved the Draft Red Herring Prospectus pursuant to their resolution dated
October 15, 2018.
• Our Board has approved this Red Herring Prospectus pursuant to their resolution dated December 11,
2019.
• In-principle approval for the listing of our Equity Shares from NSE dated November 16, 2018.
• In-principle approval for the listing of our Equity Shares from BSE dated November 14, 2018.
Prohibition by SEBI or other authorities
Our Company, our Promoters, members of the Promoter Group, Directors, Group Companies and the persons in
control of our Company have not been debarred or prohibited from accessing or operating in the capital markets
or restrained from buying, selling or dealing in securities under any order or direction passed by SEBI or other
authorities. The Promoter Selling Shareholders confirm that they have not been prohibited from accessing or
operating in the capital markets or restrained from buying, selling or dealing in securities under any order or
direction passed by SEBI or any other authority. Neither our Promoters, nor any of our Directors or persons in
control of our Company were or are a promoter, director or person in control of any other company which is
debarred from accessing the capital market under any order or directions made by the SEBI or any other
governmental authorities. None of our Directors: (a) are associated with the securities market in any manner,
including securities market related business; and/ or (b) no action has been initiated by SEBI against our
Directors or entities with which our Directors are involved in as promoters and/ or directors.
Other Confirmations
None of our Company, the Promoter Selling Shareholders, our Directors, our Promoters, relatives of our
Promoters (as defined in the Companies Act, 2013), members of our Promoter Group, or Group Companies
have been identified as a Wilful Defaulter (as defined under the SEBI ICDR Regulations).
Eligibility for the Offer
Our Company is eligible for the Offer in accordance with Regulation 26(1) of the SEBI ICDR Regulations as set
forth below:
• Our Company has net tangible assets of at least ₹ 30 million 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 a minimum average pre-tax operating profit of ₹ 150 million, calculated on a
restated basis during the three most profitable years out of the immediately preceding five years;
• Our Company has a net worth of at least ₹ 10 million in each of the three preceding full years (of 12
months each);
• The aggregate size of the proposed Offer and all previous issues made in the same Fiscal Year in terms
of issue size is not expected to exceed five times the pre-Offer net worth of our Company as per the
audited balance sheet of the preceding Fiscal Year; and
• Our Company has not changed its name in the last one year.
Our Company’s net worth, net tangible assets, monetary assets and pre-tax operating profit derived from the
Restated Financial Statements included in this Red Herring Prospectus as at and for the last six Fiscal Years are
set forth below:
356
(Rs. in Million)
As at/ For the year ended March 31,
Particulars
2019 2018 2017 2016 2015
As per
As per Ind AS
IGAAP
Net Worth * 3,934.79 3,093.28 2,357.00 1,793.38 1,495.76
Net tangible Assets ** 3,969.15 3,121.31 2,387.73 1,802.46 1,502.07
Monetary Assets *** 223.15 96.29 123.68 85.73 60.40
Monetary assets as a percentage of net tangible 5.62% 3.08% 5.18% 4.76% 4.02%
assets
Pre-tax operating profit **** 1043.42 891.41 934.28 364.38 157.69
Average pre-tax operating profit based on the
three most profitable years out of the
immediately preceding five years [(Average of 956.37
FY 2019, FY 2018, FY 2017)]
[(892.93 + 935.34 + 364.54)/3]]
* Net worth = Equity share capital + General Reserve + Stock Options Outstanding + Retained Earnings
** Net tangible assets = Total assets – Goodwill – Other Intangible assets– Total Liabilities (Total Non-current Liabilities & Total
current Liabilities)
*** Monetary Asset = Cash and Bank Balances
**** Pre-tax Operating Profit = Profit before exceptional items and tax – Other Income
Further, our Company and the Promoter Selling Shareholders 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
26(4) of the SEBI ICDR Regulations failing which the entire application money shall be refunded/ unblocked in
the respective ASBA Accounts of the ASBA Bidders, as applicable. In case of delay, if any, in refund/
unblocking the ASBA Accounts within such timeline as prescribed under applicable laws, our Company and the
Promoter Selling Shareholders shall be liable to pay interest on the application money in accordance with
applicable laws.
Our Company is in compliance with the conditions specified under Regulations 4(2) and 4(5)(a) of the SEBI
ICDR Regulations, to the extent applicable. Further, the entire requirement of funds towards objects of the Fresh
Issue will be met from the Net Proceeds. Accordingly, as per Regulation 4(2)(q) of the SEBI ICDR Regulations,
our Company is not required to make firm arrangements of finance through verifiable means towards at least
75% of the stated means of finance, excluding the amount to be raised from the Offer, as stated in the section
titled “Objects of the Offer” on page 98.
DISCLAIMER CLAUSE OF SEBI
IT IS TO BE DISTINCTLY UNDERSTOOD THAT SUBMISSION OF THE DRAFT RED HERRING

PROSPECTUS TO SEBI SHOULD NOT, IN ANY WAY, BE DEEMED OR CONSTRUED TO MEAN
THAT THE SAME HAS BEEN CLEARED OR APPROVED BY SEBI. SEBI DOES NOT TAKE ANY
RESPONSIBILITY EITHER FOR THE FINANCIAL SOUNDNESS OF ANY SCHEME OR THE
PROJECT FOR WHICH THE OFFER IS PROPOSED TO BE MADE OR FOR THE CORRECTNESS
OF THE STATEMENTS MADE OR OPINIONS EXPRESSED IN THE DRAFT RED HERRING
PROSPECTUS. THE BRLMS, JM FINANCIAL LIMITED AND EDELWEISS FINANCIAL
SERVICES LIMITED, HAVE CERTIFIED THAT THE DISCLOSURES MADE IN THE DRAFT RED
HERRING PROSPECTUS ARE GENERALLY ADEQUATE AND ARE IN CONFORMITY WITH
THE SEBI ICDR REGULATIONS IN FORCE FOR THE TIME BEING. THIS REQUIREMENT IS TO
FACILITATE INVESTORS TO TAKE AN INFORMED DECISION FOR MAKING AN
INVESTMENT IN THE PROPOSED OFFER.
IT SHOULD ALSO BE CLEARLY UNDERSTOOD THAT WHILE THE COMPANY AND THE
PROMOTER SELLING SHAREHOLDERS ARE PRIMARILY RESPONSIBLE FOR THE
CORRECTNESS, ADEQUACY AND DISCLOSURE OF ALL RELEVANT INFORMATION IN THE
DRAFT RED HERRING PROSPECTUS, THE BRLMS, JM FINANCIAL LIMITED AND
EDELWEISS FINANCIAL SERVICES LIMITED, ARE EXPECTED TO EXERCISE DUE
DILIGENCE TO ENSURE THAT THE COMPANY AND THE PROMOTER SELLING
SHAREHOLDERS DISCHARGE THEIR RESPONSIBILITIES ADEQUATELY IN THIS BEHALF
AND TOWARDS THIS PURPOSE, THE BRLMS, JM FINANCIAL LIMITED AND EDELWEISS
FINANCIAL SERVICES LIMITED HAVE FURNISHED TO SEBI, A DUE DILIGENCE
357
CERTIFICATE DATED OCTOBER 15, 2018 WHICH READS AS FOLLOWS:
“WE, THE BRLMS TO THE ABOVE MENTIONED FORTHCOMING OFFER, STATE AND CONFIRM
AS FOLLOWS:
1. WE HAVE EXAMINED VARIOUS DOCUMENTS INCLUDING THOSE RELATING TO
LITIGATION LIKE COMMERCIAL DISPUTES, PATENT DISPUTES, DISPUTES WITH
COLLABORATORS, ETC. AND OTHER MATERIAL DOCUMENTS IN CONNECTION WITH
THE FINALIZATION OF THE DRAFT RED HERRING PROSPECTUS DATED OCTOBER 15,
2018 (THE “DRHP”) PERTAINING TO THE SAID OFFER;
2. ON THE BASIS OF SUCH EXAMINATION AND THE DISCUSSIONS WITH THE COMPANY,
ITS DIRECTORS AND OTHER OFFICERS, OTHER AGENCIES AND INDEPENDENT
VERIFICATION OF THE STATEMENTS CONCERNING THE OBJECTS OF THE OFFER,
PRICE JUSTIFICATION AND THE CONTENTS OF THE DOCUMENTS AND OTHER
PAPERS FURNISHED BY THE COMPANY AND THE PROMOTER SELLING
SHAREHOLDERS, WE CONFIRM THAT:
(A) THE DRHP FILED WITH SECURITIES AND EXCHANGE BOARD OF INDIA
(“SEBI”) IS IN CONFORMITY WITH THE DOCUMENTS, MATERIALS AND
PAPERS RELEVANT TO THE OFFER;
(B) ALL THE LEGAL REQUIREMENTS RELATING TO THE OFFER AS ALSO THE
REGULATIONS, GUIDELINES, INSTRUCTIONS, ETC. FRAMED/ISSUED BY SEBI,
THE CENTRAL GOVERNMENT AND ANY OTHER COMPETENT AUTHORITY IN
THIS BEHALF HAVE BEEN DULY COMPLIED WITH; AND
(C) THE DISCLOSURES MADE IN THE DRHP ARE TRUE, FAIR AND ADEQUATE TO
ENABLE THE INVESTORS TO MAKE A WELL INFORMED DECISION AS TO
THE INVESTMENT IN THE PROPOSED OFFER AND SUCH DISCLOSURES ARE
IN ACCORDANCE WITH THE REQUIREMENTS OF THE COMPANIES ACT, THE
SEBI ICDR REGULATIONS AND OTHER APPLICABLE LEGAL
REQUIREMENTS.
3. WE CONFIRM THAT BESIDES OURSELVES, ALL THE INTERMEDIARIES NAMED IN THE

DRHP ARE REGISTERED WITH SEBI AND THAT TILL DATE SUCH REGISTRATIONS
ARE VALID. – COMPLIED WITH.
4. WE HAVE SATISFIED OURSELVES ABOUT THE CAPABILITY OF THE UNDERWRITERS

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

OBTAINED FOR INCLUSION OF THEIR EQUITY SHARES AS PART OF PROMOTERS’
CONTRIBUTION SUBJECT TO LOCK-IN AND THE EQUITY SHARES PROPOSED TO
FORM PART OF PROMOTERS’ CONTRIBUTION, SUBJECT TO LOCK-IN, SHALL NOT BE
DISPOSED/SOLD/TRANSFERRED BY THE PROMOTERS DURING THE PERIOD
STARTING FROM THE DATE OF FILING THE DRHP WITH SEBI TILL THE DATE OF
COMMENCEMENT OF LOCK-IN PERIOD AS STATED IN THE DRHP – COMPLIED WITH
AND NOTED FOR COMPLIANCE.
6. WE CERTIFY THAT REGULATION 33 OF THE SEBI ICDR REGULATIONS, WHICH

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

AND (D) OF SUB-REGULATION (2) OF REGULATION 8 OF THE SEBI ICDR
REGULATIONS SHALL BE COMPLIED WITH. WE CONFIRM THAT ARRANGEMENTS
HAVE BEEN MADE TO ENSURE THAT PROMOTERS’ CONTRIBUTION SHALL BE
RECEIVED AT LEAST ONE DAY BEFORE THE OPENING OF THE OFFER. WE
358
UNDERTAKE THAT AUDITORS’ CERTIFICATE TO THIS EFFECT SHALL BE DULY
SUBMITTED TO SEBI. WE FURTHER CONFIRM THAT ARRANGEMENTS HAVE BEEN
MADE TO ENSURE THAT PROMOTERS’ CONTRIBUTION SHALL BE KEPT IN AN
ESCROW ACCOUNT WITH A SCHEDULED COMMERCIAL BANK AND SHALL BE
RELEASED TO THE COMPANY ALONG WITH THE PROCEEDS OF THE PUBLIC OFFER.
– NOT APPLICABLE.
8. WE CERTIFY THAT THE PROPOSED ACTIVITIES OF THE COMPANY FOR WHICH THE
FUNDS ARE BEING RAISED IN THE PRESENT OFFER FALL WITHIN THE ‘MAIN
OBJECTS’ LISTED IN THE OBJECT CLAUSE OF THE MEMORANDUM OF ASSOCIATION
OR OTHER CHARTER OF THE COMPANY AND THAT THE ACTIVITIES WHICH HAVE
BEEN CARRIED OUT UNTIL NOW ARE VALID IN TERMS OF THE OBJECT CLAUSE OF
ITS MEMORANDUM OF ASSOCIATION. – COMPLIED WITH TO THE EXTENT
POSSIBLE.
9. WE CONFIRM THAT NECESSARY ARRANGEMENTS HAVE BEEN MADE TO ENSURE

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

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

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

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

THE APPLICABLE PROVISIONS OF THE SEBI ICDR REGULATIONS, CONTAINING
DETAILS SUCH AS THE REGULATION NUMBER, ITS TEXT, THE STATUS OF
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COMPLIANCE, PAGE NUMBER OF THE DRHP WHERE THE REGULATION HAS BEEN
COMPLIED WITH AND OUR COMMENTS, IF ANY.
16. WE ENCLOSE A STATEMENT ON ‘PRICE INFORMATION OF PAST ISSUES HANDLED

BY THE MERCHANT BANKER (WHO IS RESPONSIBLE FOR PRICING THE OFFER)’, AS
PER FORMAT SPECIFIED BY SEBI THROUGH CIRCULAR.
17. WE CERTIFY THAT PROFITS FROM RELATED PARTY TRANSACTIONS HAVE ARISEN
FROM LEGITIMATE BUSINESS TRANSACTIONS – COMPLIED WITH TO THE EXTENT
OF THE RELATED PARTY TRANSACTIONS REPORTED, IN ACCORDANCE WITH
INDIAN ACCOUNTING STANDARD 24 IN THE FINANCIAL STATEMENTS OF THE
COMPANY AND INCLUDED IN THIS DRAFT RED HERRING PROSPECTUS, AS
CERTIFIED BY L.D.JOSHI & CO., FIRM REGISTRATION NUMBER 104402W,
PRACTICING CHARTERED ACCOUNTANT, PURSUANT TO ITS CERTIFICATE DATED
OCTOBER 15, 2018.
18. WE CERTIFY THAT THE ENTITY IS ELIGIBLE UNDER REGULATIONS 106Y (1) (A) OR
(B) (AS THE CASE MAY BE) OF THE SEBI ICDR REGULATIONS TO LIST ON THE
INSTITUTIONAL TRADING PLATFORM, UNDER CHAPTER XC OF THE SEBI ICDR
REGULATIONS. (IF APPLICABLE). – NOT APPLICABLE.”
THE FILING OF THIS RED HERRING PROSPECTUS DOES NOT, HOWEVER, ABSOLVE ANY
PERSON WHO HAS AUTHORISED THE ISSUE OF THE DRAFT RED HERRING PROSPECTUS
FROM ANY LIABILITIES UNDER SECTION 34 OR SECTION 36 OF COMPANIES ACT, 2013, OR
FROM THE REQUIREMENT OF OBTAINING SUCH STATUTORY AND/OR OTHER
CLEARANCES AS MAY BE REQUIRED FOR THE PURPOSE OF THE PROPOSED OFFER. SEBI
FURTHER RESERVES THE RIGHT TO TAKE UP AT ANY POINT OF TIME, WITH THE BRLMS,
ANY IRREGULARITIES OR LAPSES IN THE DRAFT RED HERRING PROSPECTUS.
THE FILING OF THE DRAFT RED HERRING PROSPECTUS ALSO DOES NOT ABSOLVE THE
PROMOTER SELLING SHAREHOLDERS FROM ANY LIABILITY TO THE EXTENT THE
STATEMENTS MADE BY EACH OF THEM WITH RESPECT TO THE RESPECTIVE EQUITY
SHARES BEING OFFERED BY THEM UNDER THE OFFER FOR SALE, UNDER SECTIONS 34 OR
36 OF THE COMPANIES ACT, 2013.
All legal requirements pertaining to the Offer will be complied with at the time of filing of this Red
Herring Prospectus with the RoC in terms of Section 32 of the Companies Act, 2013. All legal
requirements pertaining to the Offer will be complied with at the time of registration of the Prospectus
with the RoC in terms of Sections 26, 30, 32, 33(1) and 33(2) of the Companies Act, 2013.
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Price information of past issues handled by the BRLMs
A. JM Financial Limited
1. Price information of past issues handled by JM Financial Limited:
Sr. Issue name Issue Size Issue Listing Opening +/- % change in closing +/- % change in closing +/- % change in closing
No. ( in ₹ price Date price on price, [+/- % change in price, [+/- % change in price, [+/- % change in
million) ( ₹) Listing Date closing benchmark] - 30th closing benchmark] - 90th closing benchmark] - 180th
(in ₹) calendar days from listing calendar days from listing calendar days from listing
1. Spandana Sphoorty Financial Limited 12,009.36 856.00 August 19, 2019 825.00 -0.56% [-2.14%] +52.76% [+7.61%] NA
2. Metropolis Healthcare Limited 12,042.88 880.00 April 15, 2019 958.00 +3.75% [-4.01%] +21.39% [-1.18%] +45.93% [-3.30%]
3. Chalet Hotels Limited 16,411.80 280.00 February 7, 2019 294.00 +1.14% [-0.31%] +24.41% [+3.87%] +10.77% [-1.87%]
4. HDFC Asset Management Company 28,003.31 1,100.00 August 6, 2018 1,726.25 +58.04% [+1.17%] +30.61% [-7.32%] +23.78% [-4.33%]
Limited
5. Fine Organic Industries Limited 6,001.69 783.00 July 2, 2018 815.00 +5.72% [+6.56%] +35.38% [+2.56%] +50.21% [1.90%]
6. IndoStar Capital Finance Limited 18,440.00 572.00 May 21, 2018 600.00 -0.96% [+1.84%] -16.28% [+9.07%] -39.97% [+1.57%]
7. Bandhan Bank Limited 44,730.19 375.00 March 27, 2018 499.00 +31.81% [+3.79%] +42.96% [+6.26%] +51.89% [+9.42%]
8. Aster DM Healthcare Limited 9,801.00 190.00 February 26, 2018 183.00 -13.66% [-3.77%] -4.97% [+0.21%] -8.16% [+9.21%]
9. Galaxy Surfactants Limited 9,370.88 1,480.00 February 8, 2018 1,525.00 +1.14% [-3.31%] -0.85% [+1.33%] -14.68% [+7.66%]
10. Reliance Nippon Life Asset 15,422.40 252.00 November 6, 2017 295.90 +3.61% [-3.19%] +5.91% [+2.95%] -4.21% [+1.59%]
Management Limited
Source: www.nseindia.com for price information and prospectus/basis of allotment for issue details
Notes:
1. Opening price information as disclosed on the website of NSE.
2. Change in closing price over the issue/offer price as disclosed on NSE.
3. Change in closing price over the closing price as on the listing date for benchmark index viz. NIFTY 50.
4. In case of reporting dates falling on a trading holiday, values for the trading day immediately preceding the trading holiday have been considered.
5. 30th calendar day has been taken as listing date plus 29 calendar days; 90th calendar day has been taken as listing date plus 89 calendar days; 180th calendar day has been taken a
listing date plus 179 calendar days.
6. Restricted to last 10 issues.
2. Summary statement of price information of past issues handled by JM Financial Limited:
Financial Total Total funds Nos. of IPOs trading at discount on Nos. of IPOs trading at premium Nos. of IPOs trading at discount Nos. of IPOs trading at premium
Year no. of raised as on 30th calendar days from on as on 30th calendar days from as on 180th calendar days from as on 180th calendar days from
IPOs (₹ in listing date listing date listing date listing date
Million) Over Between Less than Over 50% Between Less than Over 50% Between Less than Over 50% Between Less than
50% 25% - 50% 25% 25%-50% 25% 25%-50% 25% 25%-50% 25%
2019-2020 2 23,941.37** - - 1 - - 1 - - - - 1 -
2018-2019 4 68,856.80 - - 1 1 - 2 - 1 - 1 1 1
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2017-2018 10 251,600.44 - - 4 - 3 3 - 1 5 1 1 2
*The information is as on the date of the document.
**Spandana Sphoorty Financial Limited raised Rs. 11,898.49 million as against the issue size of Rs. 12,009.36 million.
B. Edelweiss Financial Services Limited
1. Price information of past issues handled by Edelweiss Financial Services Limited:
S. Issue Name Issue Size Issue Listing Date Opening +/- % change in closing +/- % change in closing price, +/- % change in closing
No. (in ₹ million) price (₹) Price on price, [+/- % change in [+/- % change in closing price, [+/- % change in
Listing closing benchmark]- 30th benchmark]- 90th calendar closing benchmark]-
Date calendar days from days from listing 180th calendar days
(in ₹) listing from listing
IndiaMART InterMESH
1. 4,755.89 973.00** July 4, 2019 1180.00 26.36% [-7.95%] 83.82% [-4.91%] Not Applicable
Limited
2. Polycab India Limited 13,452.6 538.00^ April 16, 2019 633.00 15.36% [-5.35%] 14.70% [-1.99%] 23.76% [-4.09%]
3. Aavas Financiers Limited 16,403.17 821.00 October 8, 2018 750.00 -19.32% [1.76%] 2.42% [3.67%] 38.82% [12.74%]
Fine Organic Industries
4. 6,001.69 783.00 July 2, 2018 815.00 5.72% [6.56%] 35.20% [2.56%] 50.21% [1.90%]
Limited
-37.26% [5.22%]
5. ICICI Securities Limited 34,801.16 520.00 April 4, 2018 435.00 -27.93% [5.44%] -44.39% [7.92%]
6. Galaxy Surfactants Limited 9,370.88 1,480.00 February 8, 2018 1,525.00 1.14% [-3.31%] -0.85% [1.33%] -14.68% [7.66%]
Amber Enterprises India
7. 6,000.00 859.00^^^ January 30, 2018 1,175.00 27.15% [-5.04%] 24.98% [ -3.23%] 10.58% [2.07%]
Limited
Future Supply Chain Solutions December 18,
8. 6,496.95 664.00 664.00 3.50% [3.00%] 6.91% [ -1.86%] -5.20% [4.13%]
Limited 2017
December 15,
9. Shalby Limited 5,048.00 248.00 239.70 -4.17% [3.37%] -11.51% [0.75%] -28.51% [4.93%]
2017
HDFC Standard Life Insurance November 17,
10. 86,950.07 290.00 310.00 31.52% [ 0.48%] 48.93% [2.11%] 74.66% [5.04%]
Company Limited 2017
Source: www.nseindia.com
^^^ Amber Enterprises India Limited - employee discount of ₹ 85 per equity share to the offer price was offered to the eligible employees bidding in the employee reservation portion. All
calculations are based on the offer price of ₹ 859 per equity share
^Polycab India Limited – employee discount of ₹53 per equity share to the offer price was offered to the eligible employees bidding in the employee reservation portion. All calculations are
based on the offer price of ₹538 per equity share
** IndiaMART InterMESH Limited - A discount of ₹ 97 per equity share was offered to eligible employees bidding in the employee reservation portion. All calculations are based on the offer
price of ₹973 per equity share
Notes
1. Based on date of listing.
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2. % of change in closing price on 30th / 90th / 180th calendar day from listing day is calculated vs issue price. % change in closing benchmark index is calculated based on closing index on
listing day vs closing index on 30th/ 90th / 180th calendar day from listing day.
3. Wherever 30th/ 90th / 180th calendar day from listing day is a holiday, the closing data of the previous trading day has been considered.
4. The Nifty 50 index is considered as the benchmark index
5. Not Applicable. – Period not completed
6. Disclosure in Table-1 restricted to 10 issues.
2. Summary statement of price information of past issues handled by Edelweiss Financial Services Limited:
Fiscal Tota Total No. of IPOs trading at discount No. of IPOs trading at premium - No. of IPOs trading at discount - No. of IPOs trading at premium -
Year l no. amount - 30th calendar days from listing 30th calendar days from listing 180th calendar days from listing 180th calendar days from listing
of of funds Over Between Less than Over Between 25- Less than Over Between 25- Less than Over Between 25- Less than
IPO raised 50% 25-50% 25% 50% 50% 25% 50% 50% 25% 50% 50% 25%
s (in ₹
million)
18,208.4
2019-20* 2 - - - - 1 1 - - - - - 1
9
2018-19 3 57,206.02 - 1 1 - - 1 - 1 - 1 1 -
218,549.7
2017-18 11 - - 1 1 5 4 - 1 3 3 1 3
6
The information is as on the date of the document
1. Based on date of listing.
2. Wherever 30th and 180th calendar day from listing day is a holiday, the closing data of the previous trading day has been considered.
3. The Nifty 50 index is considered as the Benchmark Index.
*For the financial year 2019-20 – 2 issues have been completed. 1 issue has completed 90 days.1 issue has completed 180 days.
Track record of past issues handled by the BRLMs
For details regarding the track record of the BRLMs, as specified in circular reference CIR/MIRSD/1/2012 dated January 10, 2012, issued by SEBI, kindly refer to the
websites of the BRLMs (www.jmfl.com and www.edelweissfin.com).
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Disclaimer from our Company, the Promoter Selling Shareholders, our Directors and the BRLMs
Our Company, the Promoter Selling Shareholders, our Directors and the BRLMs accept no responsibility for
statements made otherwise than in this Red Herring Prospectus or in the advertisements or any other material issued
by or at our Company’s instance. It is clarified that the Promoter Selling Shareholders accept no responsibility for
any statements made other than those specifically made by the Promoter Selling Shareholders in relation to such
Promoter Selling Shareholder and their respective Offered Shares. Anyone placing reliance on any other source of
information, including our Company’s website (www.princepipes.com) or the respective websites of any of our
Promoters, Promoter Group, Group Companies or of any affiliate of our Company and the Promoter Selling
Shareholders, as applicable, would be doing so at his or her own risk.
Caution
The BRLMs accept no responsibility, save to the limited extent as provided in the Offer Agreement and the
Underwriting Agreement to be entered into among the Underwriters, the Promoter Selling Shareholders and our
Company.
All information in relation to the Offer shall be made available by our Company, the Promoter Selling Shareholders
and the BRLMs to the public and Bidders at large and no selective or additional information would be made
available for a section of the Bidders in any manner whatsoever, including at road show presentations, in research or
sales reports, at the Bidding Centres or elsewhere.
Our Company, the Promoter Selling Shareholders or any members of the Syndicate are not liable for (i) any failure
in uploading the Bids due to faults in any software/hardware system or otherwise; or (ii) the blocking of application
amount by RIIs 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.
Bidders will be required to confirm and will be deemed to have represented to our Company, the Promoter Selling
Shareholders, Underwriters and their respective directors (as applicable), officers, agents, affiliates, and
representatives that they are eligible under all applicable laws, rules, regulations, guidelines and approvals to acquire
the Equity Shares and that they shall not issue, sell, pledge, or transfer the Equity Shares to any person who is not
eligible under any applicable laws, rules, regulations, guidelines and approvals to acquire the Equity Shares. Our
Company, the Promoter Selling Shareholders, the Underwriters and their respective directors (as applicable),
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 Members of the Syndicate and their respective associates and affiliates may engage in transactions with, and
perform services for, our Company, the Promoter Selling Shareholders, Promoters, members of our Promoter Group,
Group Companies, or their respective affiliates or associates or third parties in the ordinary course of business and
have engaged, or may in the future engage, in commercial banking and investment banking transactions with our
Company, the Promoter Selling Shareholders, Promoters, members of our Promoter Group, Group Companies or
their respective directors (as applicable), affiliates or associates, for which they have received, and may in the future
receive, compensation.
Disclaimer in respect of Jurisdiction
The Offer is being made in India to persons resident in India including Indian nationals resident in India who are
competent to contract under the Indian Contract Act, 1872, as amended, HUFs, companies, corporate bodies and
societies registered under the applicable laws in India and authorised to invest in shares, domestic Mutual Funds,
Indian financial institutions, commercial banks, regional rural banks, co-operative banks (subject to permission from
RBI), or trusts under applicable trust law and who are authorised under their respective constitutions 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 IRDA, provident funds (subject to applicable law) with minimum corpus of ₹ 250 million and
pension funds with minimum corpus of ₹ 250 million, National Investment Fund, insurance funds set up and
364
managed by army, navy or air force of Union of India, insurance funds set up and managed by the Department of
Posts, GoI, systemically important non-banking financial companies and permitted Non-Residents including FPIs,
and Eligible NRI Bidders, AIFs, FVCIs 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 the Offer will be
subject to the jurisdiction of appropriate court(s) at Mumbai, India only.
The Equity Shares offered in the Offer have not been and will not be registered, listed or otherwise qualified in any
jurisdiction except India and may not be offered or sold to persons outside of India except in compliance with the
applicable laws of each such jurisdiction. In particular, the Equity Shares have not been and will not be registered
under the U.S. Securities Act of 1933, as amended (the “U.S. Securities Act”), or the securities laws of any state of
the United States and may not be offered or sold in the United States except pursuant to an exemption from, or in a
transaction not subject to, the registration requirements of the U.S. Securities Act and applicable state securities
laws. The Equity Shares are being offered and sold only outside the United States pursuant to Regulation S.
NO PERSON OUTSIDE INDIA IS ELIGIBLE TO BID FOR EQUITY SHARES UNLESS THAT PERSON
HAS RECEIVED A PRELIMINARY OFFERING MEMORANDUM FOR THE OFFER, WHICH
COMPRISES THIS RED HERRING PROSPECTUS AND A PRELIMINARY INTERNATIONAL WRAP
THAT CONTAINS, AMONG OTHER THINGS, THE SELLING RESTRICTIONS APPLICABLE TO THE
OFFER OUTSIDE INDIA.
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 Securities Act.
Disclaimer Clause of BSE
“BSE Limited (“the Exchange”) has given vide its letter dated November 14, 2018 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.”
Disclaimer Clause of NSE
“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/494 dated November 16, 2018
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 the 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
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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.”
Filing
A copy of the Draft Red Herring Prospectus has been filed with SEBI at the Securities and Exchange Board of India,
Plot number C4-A, “G” Block, Bandra Kurla Complex, Bandra (East), Mumbai 400 051, India.
A copy of this Red Herring Prospectus, along with the documents required to be filed under Section 32 of the
Companies Act, 2013 has been delivered for registration to RoC and a copy of the Prospectus to be filed under
Section 26 of the Companies Act, 2013 will be filed with the Registrar of Companies, Goa, Daman and Diu, situated
at Company Law Bhawan, EDC Complex, Plot No. 21, Patto, Panaji, Goa 403 001, India.
Listing
The Equity Shares are proposed to be listed on BSE and NSE. Applications will be made to the Stock Exchanges for
permission to deal in and for an official quotation of the Equity Shares to be issued and sold in the Offer. BSE
Limited will be the Designated Stock Exchange with which the Basis of Allotment will be finalised.
If the permissions to deal in, and for an official quotation of, the Equity Shares are not granted by any of the Stock
Exchanges mentioned above, our Company and the Promoter Selling Shareholders will forthwith repay, all monies
received from the applicants in pursuance of this Red Herring Prospectus, in accordance with the applicable law.
Our Company shall ensure that all steps for the completion of the necessary formalities for listing and
commencement of trading of the Equity Shares at the Stock Exchanges are taken within six Working Days from the
Bid/Offer Closing Date or within such other period as may be prescribed. The Promoter Selling Shareholders
confirm that it shall extend complete cooperation required by our Company and the BRLMs for the completion of
the necessary formalities for listing and commencement of trading of the Equity Shares on the Stock Exchanges
within six Working Days from the Bid/Offer Closing Date, or such other period as may be prescribed.
If Equity Shares pursuant to the Offer are not Allotted within six Working Days from the Bid/Offer Closing Date or
within such timeline as prescribed by SEBI, our Company and the Promoter Selling Shareholders 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% p.a or such rate as may be prescribed under law for the delayed period.
Consents
Consents in writing of (a) the Promoter Selling Shareholders, our Directors, our Company Secretary and
Compliance Officer, our Chief Financial Officer, the BRLMs, Statutory Auditor, legal counsel (to our Company as
to Indian law, the BRLMs as to Indian Law and the International legal counsel to the Offer) Bankers to our
Company, and the Registrar, Syndicate Members, Escrow Collection Bank, Refund Bank, Public Offer Bank and
Sponsor Bank have been obtained as required under the Sections 26 and 32 of Companies Act, 2013. Further,
consents received prior to filing of this Red Herring Prospectus have not been withdrawn up to the time of delivery
of this Red Herring Prospectus with SEBI.
Expert to the Offer
Except as stated below, our Company has not obtained any expert opinions.
As required under the Companies Act, 2013, our Company has received written consent from the following entities/
persons to include their names as an “expert” as defined under the Companies Act, 2013:
366
i. our Statutory Auditor, namely, M/s Khimji Kunverji & Co. LLP (Formerly Khimji Kunverji & Co. – FRN
105146W), Chartered Accountants, with respect of its (a) examination report dated November 22, 2019 on
the Restated Financial Statements, and (b) report dated November 25, 2019 on the statement of possible
special tax benefits available for our Company and the Shareholders.
ii. Rajesh Patel, Reliable Testing, Chartered Engineer, with respect to his certificate dated November 26,
2019.
Further, such consents have not been withdrawn as on the date of this Red Herring Prospectus.
Offer Related Expenses
The total expenses of the Offer are estimated to be approximately ₹ [●] million. The Offer related expenses include
fees payable to the BRLMs and legal counsel, underwriting commission, fees payable to the Auditor, brokerage and
selling commission, commission payable to Registered Brokers, SCSBs’ fees, Escrow Banks’ and Registrar’s fees,
printing and stationery expenses, advertising and marketing expenses and all other incidental and miscellaneous
expenses for listing the Equity Shares on the Stock Exchanges. For details of the Offer expenses, see the section
All Offer related expenses, other than listing fees (which shall be borne by our Company), shall be shared by our
Company and the Promoter Selling Shareholders in proportion to the number of Equity Shares being issued or
offered, as the case may be, by each of them in the Fresh Issue and the Offer for Sale, in accordance with applicable
law. Any payments by our Company in relation to the Offer on behalf of the Promoter Selling Shareholders shall be
reimbursed by the Promoter Selling Shareholders to our Company in proportion to the Equity Shares being offered
for sale by each of the Promoter Selling Shareholders in the Offer.
For details of the estimated Offer related expenses please see the section titled “Objects of the Offer” on page 98.
Fees Payable to the Syndicate
The total fees payable to the Syndicate (including underwriting commission and selling commission and
reimbursement of their out-of-pocket expenses) will be as per the Syndicate Agreement, a copy of which will be
available for inspection at our Registered Office from 10.00 am to 4.00 pm on Working Days from the date of this
Red Herring Prospectus until the Bid/ Offer Closing Date. For details of the Offer related expenses, see the section
Commission payable to SCSBs, Registered Brokers, RTAs and CDPs
For details of the commission payable to SCBS, Registered Brokers, RTAs and CDPs, see the section titled “Objects
of the Offer” on page 98.
Fees Payable to the Registrar to the Offer
The fees payable to the Registrar to the Offer for processing of application, data entry, printing of Allotment
Advice/refund order, preparation of refund data on magnetic tape, printing of bulk mailing register will be as per the
Registrar Agreement, a copy of which will be available for inspection at our Registered Office from 10.00 am to
4.00 pm on Working Days from the date of this Red Herring Prospectus until the Bid/ Offer Closing Date.
The Registrar to the Offer shall be reimbursed for all out-of-pocket expenses including cost of stationery, postage,
stamp duty and communication expenses. Adequate funds will be provided to the Registrar to the Offer to enable it
to send refund orders or Allotment advice by registered post/speed post/ordinary post.
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Public or rights issues by our Company during the last five years
Our Company has not made any public or rights issues during the five years immediately preceding the date of the
Draft Red Herring Prospectus until the date of this Red Herring Prospectus.
Previous issues of securities otherwise than for cash
Except as disclosed in the section titled “Capital Structure” on page 81, our Company has not issued any Equity
Shares for consideration otherwise than for cash.
Performance vis-à-vis objects
Our Company has not undertaken any public or rights issuances during the last 10 years preceding the date of the
Draft Red Herring Prospectus. There has been no shortfall in terms of performance vis-a-vis objects for any of the
previous issues of our Company.
Performance vis-à-vis objects – Last issue of Group Companies
None of our Group Companies have undertaken any public or rights issuances during the last 10 years preceding the
date of the Draft Red Herring Prospectus. Accordingly, the requirement to disclose performance vis-à-vis objects in
respect of past offerings does not apply to our Group Companies.
Underwriting commission, brokerage and selling commission paid on previous issues of the Equity Shares
Since this is an initial public offer of Equity Shares by 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 incorporation.
Previous capital issue during the previous three years by listed Group Companies
None of our Group Companies are listed on any stock exchange in India or overseas. Accordingly, the requirement
to disclose details of previous issues by listed Group Companies does not apply.
Outstanding debentures, bonds or other instruments convertible of exchangeable into Equity Shares
Except for the options granted pursuant to ESOP, 2017, our Company does not have any outstanding debentures,
bonds, or other instruments convertible or exchangeable into Equity Shares as of the date of this Red Herring
Prospectus.
Outstanding Preference Shares
Except as disclosed in the section titled “Capital Structure” on page 81, our Company has not issued any preference
shares since our incorporation and there are no outstanding preference shares (including redeemable preference
shares) as on the date of this Red Herring Prospectus.
Partly Paid-up Shares
Our Company does not have any partly paid-up Equity Shares as on the date of this Red Herring Prospectus.
Stock Market Data of 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 and accordingly, no stock market data is available for the Equity Shares.
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Mechanism for Redressal of Investor Grievances
The Registrar Agreement provides for retention of records with the Registrar to the Offer for a period of at least
three years from the date of commencement of trading of the Equity Shares on the Stock Exchanges, to enable the
investors to approach the Registrar to the Offer for redressal of their grievances.
Bidders may contact the BRLMs for any complaints pertaining to the Offer. All grievances, other than of Anchor
Investors, may be addressed to the Registrar to the Offer with a copy to the relevant Designated Intermediary with
whom the ASBA Form was submitted. The Bidder should give full details such as name of the First or sole Bidder,
ASBA Form number, Bidder DP ID, Client ID, PAN, date of the ASBA Form, address of the Bidder, number of
Equity Shares applied for, the name and address of the Designated Intermediary where the ASBA Form was
submitted by the ASBA Bidder and the ASBA Account number (for Bidders other than RIIs bidding through the
UPI Mechanism) in which the amount equivalent to the Bid Amount is blocked, and UPI ID in case of RIIs bidding
through the UPI mechanism. Further, the investor shall also enclose the Acknowledgement Slip from the Designated
Intermediaries in addition to the documents/information mentioned hereinabove. The Registrar to the Offer shall
obtain the required information from the SCSBs for addressing any clarifications or grievances of ASBA Bidders.
In terms of the SEBI circular number 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 Equity
Shares. SCSBs are required to resolve these complaints within fifteen days, failing which the concerned SCSB
would have to pay interest at the rate of fifteen percent per annum for any delay beyond this period of fifteen days.
All grievances of the Anchor Investors may be addressed to the Registrar to the Offer, giving full details such as
name of the First or sole Bidder, Anchor Investor Application Form number, Bidder DP ID, Client ID, PAN, date of
the Anchor Investor Application Form, address of the Bidder, number of Equity Shares applied for, Bid Amount
paid on submission of the Anchor Investor Application Form and the name and address of the BRLMs where the
Anchor Investor Application Form was submitted by the Anchor Investor.
Our Company, the Promoter Selling Shareholders, the BRLMs and the Registrar to the Offer accept no
responsibility for errors, omissions, commission or any acts of the Designated Intermediaries including any defaults
in complying with its obligations under applicable SEBI ICDR Regulations.
Disposal of Investor Grievances by our Company
Our Company estimates that the average time required by our Company or the Registrar to the Offer or the SCSB,
for the redressal of routine investor grievances shall be 15 Working Days from the date of receipt of the complaint.
In case of non-routine complaints and complaints where external agencies are involved, our Company will seek to
redress these complaints as expeditiously as possible.
Our Company has constituted a Stakeholders’ Relationship Committee comprising Ramesh Chandak, Parag Jayant
Chheda and Vipul Jayant Chheda, as members. For details, see the section titled “Our Management” on page 181.
Our Company has not received any investor complaint in the last three years preceding the date of the Draft Red
Herring Prospectus until the date of this Red Herring Prospectus.
Our Company has appointed Pravin Jogani as the Company Secretary and Compliance Officer and he may be
contacted in case of any pre-Offer or post-Offer related problems at the following address:
8th Floor, The Ruby

Dadar West, Mumbai - 400 028
Maharashtra, India
Telephone: +91 22 66022222
Facsimile: +91 22 66022220
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Disposal of investor grievances by listed group companies and companies under the same management within
the meaning of Section 370(1B) of the Companies Act, 1956
As on the date of this Red Herring Prospectus, none of our Group Companies and companies under the same
management as our Company within the meaning of Section 370(1B) of the Companies Act, 1956, are listed on any
stock exchange. Accordingly, the requirement to disclose details of investor grievances by listed companies and
companies under the same management as our Company, does not apply.
Changes in Auditors
There has been no change in the statutory auditor of our Company during the last three years immediately preceding
the date of this Red Herring Prospectus.
Capitalisation of Reserves or Profits
Our Company has not capitalised its reserves or profits at any time during the last five years preceding the date of
Revaluation of Assets
Our Company has not revalued its assets at any time during the five years preceding the date of this Red Herring
Prospectus.
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SECTION VII – OFFER INFORMATION
TERMS OF THE OFFER
The Equity Shares being issued, offered, allotted and transferred pursuant to the Offer are subject to the provisions
of the Companies Act, the SCRA, SCRR, SEBI ICDR Regulations, SEBI ICDR Regulations, 2018, our
Memorandum and Articles, the terms of this Red Herring Prospectus, the Prospectus, the Abridged Prospectus, the
Bid cum Application Form, the Revision Form, CAN, the Allotment Advice, the SEBI Listing Regulations and other
terms and conditions as may be incorporated in the Allotment Advice and other documents or certificates that may
be executed in respect of the Offer. The Equity Shares shall also be subject to all applicable laws, guidelines, rules,
notifications and regulations relating to the offer of capital and listing and trading of securities issued from time to
time by the SEBI, the GoI, the Stock Exchanges, the RoC, the RBI, and/or other authorities, as in force on the date
of the Offer and to the extent applicable or such other conditions as may be prescribed by such authorities while
granting its approval for the Offer.
Ranking of the Equity Shares
The Equity Shares being issued and transferred in the Offer shall be subject to the provisions of the Companies Act,
Memorandum of Association, Articles of Association, the SEBI Listing Regulations, and shall rank pari passu in all
respects with the existing Equity Shares including rights in respect of dividend and other corporate benefits, if any,
declared by our Company after the date of Allotment. For further details, see the section titled “Main Provisions of
the Articles of Association” on page 439.
Mode of Payment of Dividend
Our Company shall pay dividends, if declared, to the Shareholders of our Company as per the provisions of the
Companies Act, 2013, our Articles of Association, the SEBI Listing Regulations and other applicable law. All
dividends, declared by our Company after the date of Allotment, will be payable to the Bidders who have been
Allotted Equity Shares in the Offer, for the entire year in accordance with the SEBI ICDR Regulations. For further
details in relation to dividends, see the sections titled “Dividend Policy” and “Main Provisions of the Articles of
Association” on pages 211 and 439, respectively.
Face Value, Offer Price and Price Band
The face value of the Equity Shares is ₹ 10 each. The Floor Price of Equity Shares is ₹ [●] per Equity Share and the
Cap Price is ₹ [●] per Equity Share. The Anchor Investor Offer Price is ₹ [●] per Equity Share. The Price Band and
minimum Bid Lot size for the Offer will be decided by our Company and Promoter Selling Shareholders, in
consultation with the BRLMs, and advertised in all editions of the English national newspaper, Financial Express,
all editions of the Hindi national newspaper, Jansatta, and Panaji edition of the regional language newspaper, Goa
Doot, each with wide circulation, at least five working days prior to the Bid/ Offer Opening Date and shall be made
available to the Stock Exchanges for the purpose of uploading on their website. The Price Band, along with the
relevant financial ratios calculated at the Floor Price and at the Cap Price, shall be pre-filled in the Bid cum
Application Forms available at the websites of the Stock Exchanges. The Offer Price shall be determined by our
Company and the Promoter Selling Shareholders, in consultation with the BRLMs, after the Bid/Offer Closing Date,
on the basis of assessment of market demand for the Equity Shares offered by way of Book Building Process.
At any given point of time there shall be only one denomination of the Equity Shares.
Compliance with disclosure and accounting norms
Our Company shall comply with applicable disclosure and accounting norms as specified by SEBI from time to
time.
Rights of the Equity Shareholders
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Subject to applicable laws, rules, regulations and guidelines and the provisions of our Articles of Association, the
equity Shareholders of our Company shall have the following rights:
• The right to receive dividends, if declared;

• The right to attend general meetings and exercise voting powers, unless prohibited by law;
• The right to vote on a poll either in person or by proxy or ‘e-voting’;
• The right to receive offers for rights shares and be allotted bonus shares, if announced;
• The right to receive any surplus on liquidation subject to any statutory and other preferential claims being
satisfied;
• The right to freely transfer their Equity Shares, subject to applicable laws; and
• Such other rights, as may be available to a shareholder of a listed public company under applicable law,
including the Companies Act, 2013, the terms of the SEBI Listing Regulations, and our Memorandum and
Articles.
For a detailed description of the main provisions of our Articles relating to voting rights, dividend, forfeiture and
lien, transfer and transmission, and/ or consolidation/ splitting, see the section titled “Main Provisions of the Articles
of Association” on page 439.
Allotment of Equity Shares in dematerialised form
Pursuant to Section 29 of the Companies Act, 2013, the Equity Shares shall be Allotted only in dematerialised form.
Hence, the Equity Shares offered through this Red Herring Prospectus can be applied for in the dematerialised form
only. In this context, two agreements had been signed among our Company, the respective Depositories and the
Registrar to the Offer:
1. Agreement dated February 7, 2017 among NSDL, our Company and Adriot Corporate Services Private
Limited, read with letter from NSDL to our Company dated September 8, 2017 substituting Adroit
Corporate Services Private Limited with the Registrar to the Offer as the RTA.
2. Agreement dated September 11, 2017 among CDSL, our Company and Registrar to the Offer.
Market Lot and Trading Lot
Further, the trading of our Equity Shares on the Stock Exchanges shall only be in dematerialised form, consequent to
which, the tradable lot is one Equity Share. Allotment of Equity Shares will be only in electronic form in multiples
of [●] Equity Share, subject to a minimum Allotment of [●] Equity Shares. See the section titled “Offer Procedure –
Part B – General Information Document for Investing in Public Issues - Allotment Procedure and Basis of
Allotment” on page 427.
Joint Holders
Subject to provisions contained in our Articles, where two or more persons are registered as the holders of any
Equity Share, they shall be deemed to hold the same as joint tenants with benefits of survivorship.
Jurisdiction
The courts of Mumbai, India will have exclusive jurisdiction in relation to the Offer.
Period of operation of subscription list
See the section titled “Offer Structure – Bid/Offer Programme” on page 378.
Nomination facility to investors
In accordance with Section 72 of the Companies Act, 2013 read with the Companies (Share Capital and Debenture)
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Rules, 2014, as amended, the sole or First Bidder, along with other joint Bidders, may nominate any one person in
whom, in the event of the death of the sole Bidder or in case of joint Bidders, the death of all the Bidders, as the case
may be, the Equity Shares Allotted, if any, shall vest to the exclusion of all other persons, unless the nomination is
varied or cancelled in the prescribed manner. A person, being a nominee, entitled to the Equity Shares by reason of
death of the original holder(s), shall be entitled to the same advantages to which such person would be entitled if
such person 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 the 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. A fresh nomination
can be made only on the prescribed form, which is available on request at our Registered Office or with the registrar
and transfer agents of our Company.
Any person who becomes a nominee by virtue of Section 72 of the Companies Act, 2013 as mentioned above, shall,
upon the production of such evidence as may be required by our Board, elect either:
• to register himself or herself as the holder of the Equity Shares; or

• to make such transfer of the Equity Shares, as the deceased holder could have made.
Further, our 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, our Board
may thereafter withhold payment of all dividends, bonuses or other monies payable in respect of the Equity Shares,
until the requirements of the notice have been complied with.
Since the Allotment will be made only in dematerialised form, there shall be no requirement for a separate
nomination with our Company. Nominations registered with the respective Depository Participant of the applicant
will prevail. If investors wish to change their nomination, they are requested to inform their respective Depository
Participant.
Minimum Subscription
In the event our Company does not receive (i) a minimum subscription of 90% of the Fresh Issue, and (ii) a
subscription in the Offer equivalent to at least such percentage of Equity Shares equivalent to a value of ₹ 4,000
million (calculated at the Offer Price) will be offered to the public, as specified under Rule 19(2)(b)(ii) of the
SCRR), including through devolvement of Underwriters, as applicable, within sixty (60) days from the date of
Bid/Offer Closing Date, our Company shall forthwith refund the entire subscription amount received. If there is a
delay beyond the prescribed time, our Company shall pay interest as prescribed under the Companies Act, 2013, the
SEBI ICDR Regulations and other applicable law. The Promoter Selling Shareholders shall reimburse to our
Company, on a pro-rata basis, any expense incurred by our Company on their behalf with regard to refunds, interest
for delays, etc., for the Equity Shares being offered in the Offer in proportion of the Equity Shares offered for sale
pursuant to the Offer provided that subject to applicable law, a Promoter Selling Shareholder shall not be
responsible for reimbursing any interest unless such delay has been caused by such Promoter Selling Shareholder, in
which case our Company shall be responsible for payment of such interest.
In the event of under-subscription in the Offer, subject to receiving minimum subscription for 90% of the Fresh
Issue and compliance with Rule 19(2)(b)(ii) of the SCRR, Allotment will be first made towards the Fresh Issue from
the valid Bids.
Further, in accordance with Regulation 26(4) of the SEBI ICDR Regulations, our Company shall ensure that the
number of prospective allottees to whom the Equity Shares will be Allotted will be not less than 1,000.
Arrangements for disposal of odd lots
Since our Equity Shares will be traded in dematerialised form only and the market lot for our Equity Shares will be
one Equity Share, no arrangements for disposal of odd lots are required.
373
Restriction on transfer and transmission of Equity Shares
Except for the lock-in of the pre-Offer Equity Shares, the minimum Promoters’ contribution and Allotments made to
Anchor Investors pursuant to the Offer, as detailed in the section titled “Capital Structure” on page 81 and except as
provided in our Articles of Association, there are no restrictions on transfers and transmission of Equity Shares or on
their consolidation or splitting. See, the section titled “Main Provisions of the Articles of Association” at page 439.
under the U.S. Securities Act of 1933, as amended (the “U.S. Securities Act”), or the securities laws of any state of
the United States and may not be offered or sold in the United States except pursuant to an exemption from, or in a
transaction not subject to, the registration requirements of the U.S. Securities Act and applicable state securities
laws. The Equity Shares are being offered and sold only outside the United States pursuant to Regulation S.
Each purchaser of the Equity Shares offered in the Offer in India shall be deemed to:
• Represent and warrant to our Company, the Promoter Selling Shareholders, the BRLMs and the Syndicate
Members that it was outside the United States (as defined in Regulation S) at the time the offer of the
Equity Shares was made to it and it was outside the United States when its buy order for the Equity Shares
was originated.
Members that it did not purchase the Equity Shares as result of any “directed selling efforts” (as defined in
Regulation S).
Members that it bought the Offered Shares for investment purposes and not with a view to the distribution
thereof. If in the future it decides to resell or otherwise transfer any of the Equity Shares, it agrees that it
will not offer, sell or otherwise transfer the Equity Shares except in a transaction complying with Rule 903
or Rule 904 of Regulation S or pursuant to any other available exemption from registration under the U.S.
Securities Act.
Members that if it acquired any of the Equity Shares as fiduciary or agent for one or more investor
accounts, it has sole investment discretion with respect to each such account and that it has full power to
make the foregoing representations, warranties, acknowledgements and agreements on behalf of each such
account.
Members that if it acquired any of the Equity Shares for one or more managed accounts, that it was
authorized in writing by each such managed account to subscribe to the Equity Shares for each managed
account and to make (and it hereby makes) the representations, warranties, acknowledgements and
agreements herein for and on behalf of each such account, reading the reference to “it” to include such
accounts.
• Acknowledge that our Company, the Promoter Selling Shareholders, the BRLMs, the Syndicate Members
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and others will rely upon the truth and accuracy of the foregoing representations, warranties,
acknowledgements and agreements.
• Agree to indemnify and hold our Company, the Promoter Selling Shareholders, the BRLMs and the
Syndicate Members harmless from any and all costs, claims, liabilities and expenses (including legal fees
and expenses) arising out of or in connection with any breach of these representations, warranties or
agreements. It agrees that the indemnity set forth in this paragraph shall survive the resale of the Equity
Shares.
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OFFER STRUCTURE
Initial public offering of [●] Equity Shares for cash at a price of ₹ [●] per Equity Share (including a share premium of
₹ [●] per Equity Share) aggregating up to ₹ 5,000 million, comprising a Fresh Issue of [●] Equity Shares
aggregating up to ₹ 2,500 million by our Company, and an Offer For Sale of up to [●] Equity Shares aggregating up
to ₹ 2,500 million by the Promoter Selling Shareholders. The Offer constitutes [●] % of the post-Offer paid-up
Equity Share capital of our Company. Our Company has, in consultation with the BRLMs, undertaken a Pre-IPO
placement of 596,500 CCPS for cash consideration aggregating to ₹ 1,061.77 million, which have been converted
into 5,965,000 Equity Shares. The size of the Fresh Issue of up to ₹ 3,561.77 million has been reduced by ₹ 1,061.77
million pursuant to the Pre-IPO Placement and accordingly the Fresh Issue is up to ₹ 2,500.00 million.
The Offer is being made through the Book Building Process.
Particulars QIBs(1) Non-Institutional Bidders Retail Individual Bidders

Number of Equity Shares Not more than [●] Equity Not less than [●] Equity Shares Not less than [●] Equity Shares
available for Allotment / Shares. or Offer less allocation to QIB or Offer less allocation to QIB
Allocation (2) Bidders and Retail Individual Bidders and Non-Institutional
Bidders shall be available for Bidders shall be available for
allocation. allocation.
Percentage of Offer 50% of the Offer shall be Not less than 15% of the Offer Not less than 35% of the Offer or
available for available for allocation to or the Offer less allocation to the Offer less allocation to QIB
Allotment/allocation QIB Bidders. QIB Bidders and Retail Bidders and Non-Institutional
Individual Bidders shall be Bidders shall be available for
However, up to 5% of the available for allocation. allocation.
Net QIB Portion shall be
available for allocation
proportionately to Mutual
Funds only. Mutual Funds
participating in the Mutual
Fund Portion in the Net QIB
Portion will also be eligible
for allocation in the
remaining QIB Portion. The
unsubscribed portion in the
Mutual Fund reservation will
be available for allocation to
QIBs (other than Anchor
Investors).
Basis of Allotment if Proportionate as follows Proportionate. Allotment to each Retail
respective category is (excluding the Anchor Individual Bidders shall not be
oversubscribed* Investor Portion): less than the minimum Bid Lot,
subject to availability of Equity
(a) up to [●] Equity Shares Shares in the Retail Portion, and
shall be available for the remaining available Equity
allocation on a Shares, if any, shall be allotted
proportionate basis to on a proportionate basis. For
Mutual Funds; and further details, see the section
(b) [●] Equity Shares shall titled “Offer Procedure – Part B
be Allotted on a – General Information
proportionate basis to Document for Investing in Public
all QIBs including Issues – Allotment Procedure
Mutual Funds receiving and Basis of Allotment –
allocation as per (a) Allotment to RIIs” on page 427.
above.
Up to [●] Equity Shares may

be allocated on a
discretionary basis to Anchor
Investors.
Minimum Bid Such number of Equity Such number of Equity Shares [●] Equity Shares.
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Particulars QIBs(1) Non-Institutional Bidders Retail Individual Bidders
Shares so that the Bid so that the Bid Amount exceeds
Amount exceeds ₹ 200,000. ₹ 200,000.
Maximum Bid Such number of Equity Such number of Equity Shares Such number of Equity Shares
Shares not exceeding the size not exceeding the size of the such that the Bid Amount does
of the Offer, subject to Offer, subject to applicable not exceed ₹ 200,000.
applicable limits. limits.
Mode of Allotment Compulsorily in dematerialised form.
Bid Lot [●] Equity Shares and in multiples of [●] Equity Shares thereafter.
Allotment Lot A minimum of [●] Equity Shares and thereafter in multiples of [●] Equity Share.
Trading Lot One Equity Share.
Who can Apply(3) Mutual Funds, Venture Eligible NRIs, Resident Indian Resident Indian individuals,
Capital Funds, AIFs, FVCIs, individuals, HUFs (in the name HUFs (in the name of the Karta)
FPIs (other than FPIs who of the Karta), companies, and Eligible NRIs.
are individuals, corporate corporate bodies, scientific
bodies and family offices), institutions, societies, trusts and
public financial institution as FPIs who are individuals,
defined in Section 2(72) of corporate bodies and family
the Companies Act, 2013, a offices.
scheduled commercial bank,
multilateral and bilateral
development financial
institution, state industrial
development corporation,
insurance company
registered with the Insurance
Regulatory and Development
Authority, provident fund
with minimum corpus of ₹
250 million, pension fund
with minimum corpus of ₹
250 million, National
Investment Fund, insurance
funds set up and managed by
army, navy or air force of the
Union of India, insurance
funds set up and managed by
the Department of Posts,
India and systemically
important non-banking
financial companies.
Terms of Payment The entire Bid Amount shall be payable at the time of submission of Anchor Investor Application
Form by Anchor Investors. (4) In case of ASBA Bidders, Bid Amount shall be blocked by the
SCSBs in the bank account of the ASBA Bidder, or by the Sponsor Bank through the UPI
mechanism (only for RIBs), that is specified in the ASBA Form at the time of submission of the
ASBA Form.
Mode of Bidding Only through the ASBA Only through the ASBA Only through the ASBA process.
process (except for Anchor process.
Investors).
* Assuming full subscription in the Offer
(1)
Our Company and Promoter Selling Shareholders may, in consultation with the BRLMs, allocate up to 60% of the QIB Portion 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. 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. For
further details, see the section titled “Offer Procedure” on page 380.
(2)
Subject to valid Bids being received at or above the Offer Price. The Offer is being made in terms of Rule 19(2)(b)(ii) of the SCRR, read with
Regulation 41 of the SEBI ICDR Regulations, wherein a minimum Offer size of at least such percentage of Equity Shares equivalent to a value
of ₹ 4,000 million (calculated at the Offer Price) will be offered to the public. The Offer is being made through the Book Building Process in
accordance with Regulation 26(1) of the SEBI ICDR Regulations, wherein 50% of the Offer shall be available for allocation to QIB Portion.
Provided that our Company and the Promoter Selling Shareholders may, in consultation with the BRLMs, allocate up to 60% of the QIB
Portion to Anchor Investors, out of which at least one-third will be reserved for domestic Mutual Funds, subject to valid Bids being received
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from domestic Mutual Funds at or above the Anchor Investor Allocation Price. Such number of Equity Shares representing 5% of the Net QIB
Portion (other than Anchor Investor Portion) shall be available for allocation on a proportionate basis to Mutual Funds only. The remainder
of the Net QIB Portion shall be 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 Offer Price. Further, not less than 15% of the Offer shall be available
for allocation on a proportionate basis to Non Institutional Bidders and not less than 35% of the Offer 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 Offer
Price such that, subject to availability of Equity Shares, each Retail Individual Bidder shall be Allotted not less than the minimum Bid Lot, and
the remaining Equity Shares, if available, shall be allotted to all Retail Individual Bidders on a proportionate basis.
Subject to valid Bids being received at or above the Offer 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 and
Promoter Selling Shareholders, in consultation with the BRLMs 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. In the event of under-subscription in the Offer, subject to receiving minimum subscription for 90% of the Fresh Issue and
compliance with Rule 19(2)(b) of the SCRR read with Regulation 41 of the SEBI ICDR Regulations, Allotment will be first made towards the
Fresh Issue from the valid Bids. For further details, please see the section titled “Offer Structure” on page 376.
(3)
In the event that a Bid is submitted in joint names, the relevant Bidders should ensure that the depository account is also held in the same joint
names and the names are in the same sequence in which they appear in the Bid cum Application Form. 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.
(4)
Anchor Investors shall pay the entire Bid Amount 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 Offer Price, shall be payable by the Anchor Investor Pay-in
Date as mentioned in the CAN. In case of ASBA Bidders, the SCSB shall be authorised to block such funds in the bank account specified in the
Bid cum Application Form of the respective Bidder.
Bid/Offer Programme
For all Bidders* BID / OFFER OPENS ON DECEMBER 18,

2019
For all Bidders * BID / OFFER CLOSES ON DECEMBER 20,
2019
*
Our Company and Promoter Selling Shareholders may, in consultation with the BRLMs, consider participation by Anchor Investors. The
Anchor Investors shall Bid during the Anchor Investor Bidding Date, i.e., one Working Day prior to the Bid/Offer Opening Date.
An indicative timetable in respect of the Offer is set out below:
Event Indicative Date

Finalisation of Basis of Allotment with the Designated Stock Exchange on or about December 26, 2019
Initiation of refunds (if any, for Anchor Investors) / unblocking of funds from on or about December 27, 2019
ASBA Account
Credit of the Equity Shares to depository accounts of Allottees on or about December 30, 2019
Commencement of trading of the Equity Shares on the Stock Exchanges on or about December 31, 2019
The above timetable is indicative and does not constitute any obligation on our Company, the Promoter
Selling Shareholders or the BRLMs. While our Company and Promoter Selling Shareholders 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 Working Days of the Bid/ Offer Closing
Date or such period as may be prescribed, the timetable may change due to various factors, such as extension
of the Bid/ Offer Period by our Company and the Promoter Selling Shareholders, revision of the Price Band
or any delays in receiving the final listing and trading approval from the Stock Exchanges. The
commencement of trading of the Equity Shares will be entirely at the discretion of the Stock Exchanges and
in accordance with the applicable laws. The Promoter Selling Shareholders confirm that they shall extend
complete cooperation required by our Company and the BRLMs for the completion of the necessary
formalities for listing and commencement of trading of the Equity Shares at the Stock Exchanges within six
Working Days from the Bid/Offer Closing Date.
Except in relation to the Bids received from the Anchor Investors, Bids and any revision in Bids shall be accepted
only between 10.00 a.m. and 5.00 p.m. (Indian Standard Time (“IST”)) during the Bid/Offer Period (except on the
Bid/Offer Closing Date) at the Bidding Centres as mentioned on the Bid cum Application Form except that:
378
(i) on the QIB Bid/Offer Closing Date, in case of Bids by QIBs under the Net QIB Portion, the Bids and the
revisions in Bids shall be accepted only between 10.00 a.m. and 3.00 p.m. (Indian Standard Time) and
uploaded until 4.00 p.m. (IST);
(ii) on the Bid/Offer Closing Date:
a. in case of Bids by Non-Institutional Bidders, the Bids and the revisions in Bids shall be accepted
only between 10.00 a.m. and 3.00 p.m. (IST) and uploaded until 4.00 p.m. (IST); and
b. in case of Bids by Retail Individual Bidders, the Bids and the revisions in Bids shall be accepted
only between 10.00 a.m. and 3.00 p.m. (IST) and uploaded until 5.00 p.m. (IST), which may be
extended up to such time as deemed fit by the Stock Exchanges after taking into account the total
number of applications received up to the closure of timings and reported by BRLMs to the Stock
Exchanges.
For the avoidance of doubt, it is clarified that Bids not uploaded on the electronic bidding system will be rejected.
Due to limitation of the time available for uploading the Bids on the Bid/Offer Closing Date, the Bidders are advised
to submit their Bids one day prior to the Bid/Offer Closing Date and, in any case, no later than 1.00 p.m. (Indian
Standard Time) on the Bid/Offer Closing Date. Bidders are cautioned that, in the event a large number of Bids are
received on the Bid/Offer Closing Date, as is typically experienced in public offerings in India, it may lead to some
Bids not being uploaded due to lack of sufficient time to upload. Such Bids that cannot be uploaded on the electronic
bidding system will not be considered for allocation under the Offer. Bids will only be accepted on Working Days.
Bids by ASBA Bidders shall be uploaded by the SCSBs in the electronic system to be provided by the Stock
Exchanges. Neither our Company, nor the Promoter Selling Shareholders, nor any member of the Syndicate is 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 RIIs 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.
Our Company and Promoter Selling Shareholders, in consultation with the BRLMs, reserve the right to revise the
Price Band during the Bid/Offer Period in accordance with the SEBI ICDR Regulations. In such an event, the Cap
Price shall not be more than 120% of the Floor Price. Subject to compliance with the immediately preceding
sentence, the Floor Price can move up or down to the extent of 20% of the Floor Price, as advertised at least two
Working Days before the Bid/Offer Opening Date, and the Cap Price will be revised accordingly.
In case of any revision in the Price Band, the Bid/Offer Period shall be extended for at least three Working
Days after such revision of the Price Band, subject to the total Bid/Offer Period not exceeding 10 Working
Days. Any revision in the Price Band, and the revised Bid/Offer Period, if applicable, shall be widely
disseminated by notification to the Stock Exchanges by issuing a public notice and also by indicating the
change on the websites of the BRLMs and at the terminals of the Syndicate Members, as required under the
SEBI ICDR Regulations, 2018.
In case of discrepancy in the data entered in the electronic book vis-à-vis the data contained in the physical Bid cum
Application Form for a particular Bidder, the details as per the Bid file received from the Stock Exchanges may be
taken as the final data for the purpose of Allotment.
379
OFFER PROCEDURE
All Bidders should review the “General Information Document for Investing in Public Issues” prepared and issued
in accordance with the circular (CIR/CFD/DIL/12/2013) dated October 23, 2013 issued by SEBI, modified and
updated pursuant to, among others, the circular (CIR/CFD/POLICYCELL/11/2015) dated November 10, 2015, the
circular (CIR/CFD/DIL/1/2016) dated January 1, 2016, the circular (SEBI/HO/CFD/DIL/CIR/P/2016/26) dated
January 21, 2016, and the circular (SEBI/HO/CFD/DIL2/CIR/P/2018/22) dated February 15, 2018 issued by SEBI (the
“General Information Document”) included below under “– Part B – General Information Document” beginning
on page 397, 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 and to
the extent applicable, the SEBI ICDR Regulations, 2018. The General Information Document has been updated to
reflect the amendments, enactments and regulations, to the extent applicable to a public issue. The General
Information Document is available on the websites of the Stock Exchanges and the BRLMs. Please refer to the
relevant portions of the General Information Document which are applicable to the Offer.
SEBI through the UPI Circulars has proposed to introduce an alternate payment mechanism using Unified
Payments Interface (“UPI”) and consequent reduction in timelines for listing in a phased manner. From January 1,
2019, the UPI mechanism for RIIs applying through Designated Intermediaries was made effective along with the
existing process and existing timeline of T+6 days (“UPI Phase I”). The UPI Phase I was effective till June 30,
2019. Thereafter, for application by RIIs through Designated Intermediaries, the existing 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 will continue for a period until March 31, 2020 (“UPI Phase
II”). Accordingly, the procedure set forth under this Red Herring Prospectus is under UPI Phase II. Subsequently,
the final reduced timeline will be made effective using the UPI mechanism for applications by RIIs (“UPI Phase
III”), as may be prescribed by SEBI.
Our Company, the Promoter Selling Shareholders and the Syndicate do not accept any responsibility for the
completeness and accuracy of the information stated in this section and the General Information Document, and are
not liable for any amendment, modification or change in the applicable law which may occur after the date of this
Draft Red Herring Prospectus. Bidders are advised to make their independent investigations and ensure that their
Bids are submitted in accordance with applicable laws and do not exceed the investment limits or maximum number
of the Equity Shares that can be held by them under applicable law or as specified in this Red Herring Prospectus
and in the Prospectus.
Further, our Company, the Promoter Selling Shareholders and the Syndicate are not liable for any adverse
occurrences consequent to the implementation of the UPI mechanism for application in this Offer.
PART A
Book Building Procedure
The Offer is being made through the Book Building Process in accordance with Regulation 26(1) of the SEBI ICDR
Regulations, wherein 50% of the Offer shall be available for allocation on a proportionate basis to QIBs. Our
Company and Promoter Selling Shareholders may, in consultation with the BRLMs, allocate up to 60% of the QIB
Portion to Anchor Investors at the Anchor Investor Allocation Price, on a discretionary basis, out of which at least
one-third will be available for allocation to domestic Mutual Funds only, subject to valid Bids being received from
domestic Mutual Funds at or above the Anchor Investor Allocation Price. 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 shall be available for allocation on a proportionate
basis to Mutual Funds only. The remainder of the Net QIB Portion shall be 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 Offer 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 will be
added to the remaining Net QIB Portion for proportionate allocation to QIBs. Further, not less than 15% of the Offer
shall be available for allocation on a proportionate basis to Non Institutional Bidders and not less than 35% of the
Offer shall be available for allocation to Retail Individual Bidders in accordance with the SEBI ICDR Regulations,
380
subject to valid Bids being received from them at or above the Offer Price. Subject to availability of Equity Shares,
each Retail Individual Bidder shall be Allotted not less than the minimum Bid Lot, and the remaining Equity Shares,
if available, shall be allotted to all Retail Individual Bidders on a proportionate basis.
Subject to valid Bids being received at or above the Offer 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 and Promoter Selling Shareholders in consultation with the BRLMs and
the Designated Stock Exchange, on a proportionate basis, subject to applicable law. 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. In accordance with Rule 19(2)(b)(ii) of the SCRR, a minimum Offer size of at least such percentage of
Equity Shares equivalent to a value of ₹ 4,000 million (calculated at the Offer Price) will be offered to the public.
The Equity Shares, on Allotment, shall be traded only in the dematerialised segment of the Stock Exchanges.
Bidders should note that the Equity Shares will be Allotted to all successful Bidders only in dematerialised
form. The Bid cum Application Forms which do not have the details of the Bidders’ depository account,
including DP ID, Client ID and PAN and UPI ID (for RII Bidders bidding using the UPI mechanism), shall be
treated as incomplete and will be rejected. Bidders will not have the option of being Allotted Equity Shares in
physical form.
Bid cum Application Form
All Bidders (other than Anchor Investors) are required to mandatorily participate in the Offer only through the
ASBA process. Anchor Investors are not permitted to participate in the Offer through the ASBA process. The RIIs
can Bid only through the UPI Mechanism.
Copies of the ASBA Forms and the Abridged Prospectus will be available with the Designated Intermediaries at the
Bidding Centres and at our Registered Office and Corporate Office. Electronic copies of the ASBA Forms will also
be available for download on the websites of the Stock Exchanges, namely, NSE (www.nseindia.com) and BSE
(www.bseindia.com), at least one day prior to the Bid/Offer Opening Date. Anchor Investor Application Forms shall
be available at the offices of the BRLMs at least one day prior to the Anchor Investor Bidding Date.
All Bidders (other than Anchor Investors) shall ensure that their Bids are made on ASBA Forms bearing the stamp
of a Designated Intermediary and submitted at the Bidding centres only (except in case of electronic ASBA Forms)
and the ASBA Forms not bearing such specified stamp are liable to be rejected. Additionally, ASBA Bidders (other
than RIIs bidding using the UPI mechanism) must provide bank account details and authorisation to block funds in
the relevant space provided in the ASBA Form and ASBA Forms that do not contain such details are liable to be
rejected. ASBA Bidders are also required to ensure that the ASBA Account has sufficient credit balance as an
amount equivalent to the full Bid Amount can be blocked at the time of submitting the Bid.
RIIs using UPI Mechanism, may submit their ASBA Forms with Syndicate Members, Registered Brokers, RTA or
Depository Participants. Bidders must ensure that the ASBA Account has 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. The Sponsor Bank shall provide details of the UPI linked bank account of the Bidders to
the Registrar to the Offer for purpose of reconciliation. RIIs bidding using the UPI mechanism must provide the UPI
ID in the relevant space provided in the Bid cum Application Form and the Bid cum Application Form that does not
contain the UPI ID are liable to be rejected. Applications made by the RIIs using third party bank account or using
third party linked bank account UPI ID are liable for rejection.
The prescribed colour of the Bid cum Application Form for various categories of Bidders is as follows:
Category Colour of
Bid cum Application Form*
Resident Indians including resident QIBs, Non-Institutional Investors, Retail Individual White
Bidders and Eligible NRIs applying on a non-repatriation basis **
Non-Residents including Eligible NRIs, FVCIs, FPIs and registered multilateral and Blue
381
Category Colour of
Bid cum Application Form*
bilateral development financial institutions applying on a repatriation basis **
Anchor Investors*** White
*
Excluding electronic Bid cum Application Forms.
**
Electronic Bid cum Application forms will also be available for download on the website of NSE (www.nseindia.com) and BSE
(www.bseindia.com).
***
Bid cum Application Forms for Anchor Investors shall be available at the offices of the BRLMs.
In case of ASBA Forms, Designated Intermediaries shall upload the relevant bid details in the electronic bidding
system of the Stock Exchanges. Subsequently, for ASBA Forms (other than RIIs using UPI mechanism). Designated
Intermediaries (other than SCSBs) shall submit/ deliver ASBA Forms to the respective SCSB, where the Bidder has
a bank account and shall not submit it to any non-SCSB bank or the Escrow Collection Bank. For RIIs using UPI
mechanism, the Stock Exchanges shall share the bid details (including UPI ID) with Sponsor Bank on a continuous
basis to enable the Sponsor Bank to initiate UPI Mandate Request to RIIs for blocking of funds.
Who can Bid?
In addition to the category of Bidders set forth in the section titled “– Part B – General Information Document for
Investing in Public Issues – Category of Investors Eligible to Participate in an Issue” on page 402, the following
persons are also eligible to invest in the Equity Shares under all applicable laws, regulations and guidelines:
• FPIs eligible under applicable law;

• Scientific and/or industrial research organizations in India, which are authorized to invest in equity shares;
and
• Any other person eligible to Bid in the Offer, under the laws, rules, regulations, guidelines and polices
applicable to them.
under the U.S. Securities Act, or the securities laws of any state of the United States and may not be offered or sold
in the United States except pursuant to an exemption from, or in a transaction not subject to, the registration
requirements of the U.S. Securities Act and applicable state securities laws. The Equity Shares are being offered and
sold only outside the United States pursuant to Regulation S.
Phased implementation of Unified Payments Interface
SEBI has issued UPI Circulars in relation to streamlining the process of public issue of inter alia, equity shares.
Pursuant to the UPI Circular, UPI is to be introduced in a phased manner as a payment mechanism (in addition to
mechanism of blocking funds in the account maintained with SCSBs under the ASBA) for applications by RIBs
through intermediaries with the objective to reduce the time duration from public issue closure to listing from six
Working Days to up to three Working Days. Considering the time required for making necessary changes to the
systems and to ensure complete and smooth transition to the UPI Mechanism, the UPI Circular proposes to
introduce and implement the UPI Mechanism in three phases. Currently, Phase II of this mechanism is applicable till
March 31, 2020. Under this phase, submission of the Bid cum Application Form by a Retail Individual Bidder
through intermediaries to SCSBs for blocking of funds will be discontinued and will be replaced by the UPI
Mechanism. However, the time duration from public issue closure to listing would continue to be six Working Days
during this phase.
382
Subsequently, the final reduced timeline of three working days will be made effective using the UPI mechanism for
applications by RIIs (“UPI Phase III”), as may be prescribed by SEBI. For further details, refer to the General
Information Document available on the websites of the Stock Exchanges and the BRLMs.
Participation by Promoters, Promoter Group, BRLMs, associates and affiliates of the BRLMs, the Syndicate
Members, persons related to Promoter, Promoter Group
The BRLMs and the Syndicate Member(s) shall not be allowed to purchase Equity Shares in this Offer in any
manner, except towards fulfilling their underwriting obligations. However, associates and affiliates of the BRLMs
and the Syndicate Member(s) may subscribe to or purchase Equity Shares in the Offer, in the QIB Portion or in Non-
Institutional Portion as may be applicable to such Bidders. Such Bidding and subscription may be on their own
account or on behalf of their clients. All categories of investors, including associates or affiliates of BRLMs and
Syndicate Member(s), shall be treated equally for the purpose of allocation to be made on a proportionate basis.
Neither the (i) BRLMs (s) or any associate of the BRLMs (other than mutual funds sponsored by entities which are
associate of the BRLMs or insurance companies promoted by entities which are associate of the BRLMs or
Alternate Investment Funds (AIFs) sponsored by the entities which are associates of the BRLMs or FPIs sponsored
by the entities which are associate of the BRLMs) nor (ii) the Promoters, Promoter Group or any person related to
the Promoters or members of the Promoter Group shall apply under the Anchor Investors category. Persons related
to the Promoter and members of Promoter Group shall be identified in accordance with Schedule XIII of the SEBI
ICDR Regulations, 2018. Further, except for the sale of the Offered Shares by way of the Promoter Selling
Shareholders, none of the Promoter Selling Shareholders will participate in the Offer.
Bids by Mutual Funds
Bids made by asset management companies or custodians of Mutual Funds shall specifically state names of the
concerned schemes for which such Bids are made. In case of a Mutual Fund, a separate Bid can be made in respect
of each scheme of the Mutual Fund registered with SEBI and such Bids in respect of more than one scheme of the
Mutual Fund will not be treated as multiple Bids provided that the Bids clearly indicate the scheme concerned for
which the Bid has been made.
With respect to Bids by Mutual Funds, a certified copy of their SEBI registration certificate must be lodged with the
Bid cum Application Form. Failing this, our Company reserves the right to reject any Bid in whole or in part, in
either case, without assigning any reason thereof.
No Mutual Fund scheme shall invest more than 10% of its net asset value in the equity shares or equity related
instruments of any single company provided that the limit of 10% shall not be applicable for investments in index
funds or sector or industry specific funds. No Mutual Fund under all its schemes should own more than 10% of any
company’s paid-up share capital carrying voting rights.
Bids by HUFs
Bids by Hindu Undivided Families or HUFs should be made in the individual name of the Karta. The
Bidder/Applicant should specify that the Bid is being made in the name of the HUF in the Bid cum Application
Form/Application Form as follows:
“Name of sole or first Bidder/Applicant: XYZ Hindu Undivided Family applying through XYZ, where XYZ is the
name of the Karta”.
Bids/Applications by HUFs will be considered at par with Bids/Applications from individuals.
Bids by Eligible NRIs
383
Eligible NRIs may obtain copies of Bid cun Application Forms from the offices of the Designated Intermediaries.
Only Bids accompanied by payment in Indian Rupees or freely convertible foreign exchange will be considered for
Allotment. Eligible NRIs Bidding on a repatriation basis should authorise their SCSB to block their Non-Resident
External (“NRE”) or Foreign Currency Non-Resident (“FCNR”) accounts, maintained with banks authorized by the
RBI under the Foreign Exchange Management (Foreign Currency Accounts by a person resident in India)
Regulations, 2000. Eligible NRIs Bidding on a repatriation basis should authorise their SCSB to block their NRE or
FCNR accounts for the full Bid Amount, while Eligible NRIs Bidding on a non-repatriation basis, other than using
the UPI mechanism, should authorise their SCSB to block their NRO Accounts for the full Bid Amount or if using
the UPI mechanism, they should approve the Mandate Request generated by the Sponsor Bank to authorise blocking
of funds equivalent to full Bid Amount.
Eligible NRIs Bidding on a repatriation basis are advised to use the Bid cum Application Form for non-residents,
while Eligible NRIs Bidding on a non-repatriation basis are advised to use the Bid cum Application Form for
residents. Participation of Eligible NRIs in the Offer shall be subject to the FEMA Regulations.
Bids by FPIs
In terms of the SEBI FPI Regulations, the issue of Equity Shares to a single FPI including its investor group (which
means the same set of ultimate beneficial owner(s) investing through multiple entities) must be below 10% of our
total paid-up Equity Share capital on a fully diluted basis. Further, in terms of the FEMA Rules, the total holding by
each FPI shall be below 10% of the total paid-up Equity Share capital of our Company and the total holdings of all
FPIs put together shall not exceed 24% of the paid-up Equity Share capital of our Company.
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 the RBI in this regard and our Company and the investor will be required to
comply with applicable reporting requirements.
The aggregate limit of 24% may be increased up to the sectoral cap by way of a resolution passed by the Board
followed by a special resolution passed by the Shareholders of our Company and subject to prior intimation to RBI.
In terms of the FEMA Rules, for calculating the aggregate holding of FPIs in a company, holding of all registered
FPIs shall be included.
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.
Subject to compliance with all applicable Indian laws, rules, regulations, guidelines and approvals in terms of
Regulation 21 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 Categoty 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.
An FPI is also required to ensure that any transfer of offshore derivative instrument is made by, or on behalf of it
subject to the following conditions:
(a) each offshore derivative instruments are transferred to persons subject to fulfilment of SEBI FPI
Regulations; and
(b) prior consent of the FPI is obtained for such transfer, except when the persons to whom the offshore
derivative instruments are to be transferred to are pre-approved by the FPI.
Participation of FPIs in the Offer shall be subject to the FEMA Rules.
384
Bids by SEBI registered VCFs, AIFs and FVCIs
The SEBI FVCI Regulations and the SEBI AIF Regulations inter alia prescribe the investment restrictions on the
VCFs, FVCIs and AIFs registered with SEBI. The holding in any company by any individual VCF or FVCI
registered with SEBI 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 in various prescribed instruments, initial public offering.
Category I and II AIFs cannot invest more than 25% of the investible funds in one investee company. A category III
AIF cannot invest more than 10% of the investible funds 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 of its investible
funds 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 SEBI
VCF Regulations until the existing fund or scheme managed by the fund is wound up.
Further, according to the SEBI ICDR Regulations, the shareholding of VCFs, category I AIFs and FVCIs held in a
company prior to making an initial public offering would be exempt from lock-in requirements only if the shares
have been held by them for at least one year prior to the time of filing a draft offer document with SEBI.
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 charged and commission.
Our Company, the Promoter Selling Shareholders and the BRLMs will not be responsible loss, if any, incurred by
the Bidder on account of conversion of foreign currency.
Bids by limited liability partnerships
In case of Bids made by limited liability partnerships registered under the Limited Liability Partnership Act, 2008, a
certified copy of certificate of registration issued under the Limited Liability Partnership Act, 2008, must be
attached to the Bid cum Application Form. Failing this, our Company and the Promoter Selling Shareholders reserve
the right to reject any Bid without assigning any reason therefor.
Bids by insurance companies
In case of Bids made by insurance companies registered with the IRDA, a certified copy of certificate of registration
issued by IRDA must be attached to the Bid cum Application Form. Failing this, our Company and the Promoter
Selling Shareholder reserve the right to reject any Bid without assigning any reason thereof.
The exposure norms for insurers is prescribed in Regulation 9 of the Insurance Regulatory and Development
Authority (Investment) Regulations, 2016 (the “IRDA Investment Regulations”) are set forth below:
(i) Limit for the investee company: The lower of: (i) 10%* of the outstanding equity shares (face value); or (ii)
10% of such funds and reserves as specified under the IRDAI Investment Regulations, in case of a life
insurer and a general insurer;
(ii) Limit for the entire group of the investee company: Not more than 15% of such funds and reserves as
specified under the IRDAI Investment Regulations, in case of a life insurer and a general insurer; and
(iii) Limit for the industry sector to which the investee company belongs: Not more than 15% of such funds and
reserves as specified under the IRDAI Investment Regulations, in case of a life insurer and a general
insurer.
* The above limit of 10% shall stand substituted as 15% of outstanding equity shares (face value) for insurance companies with investment assets
of ₹ 2,500,000 million or more and 12% of outstanding equity shares (face value) for insurers with investment assets of ₹ 500,000 million or
more but less than ₹ 2,500,000 million.
385
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 points (i), (ii) or
(iii) above, as the case may be.
Insurer companies participating in this Offer shall comply with all applicable regulations, guidelines and circulars
issued by the IRDAI from time to time to time.
Bids by provident funds/ pension funds
In case of Bids made by provident funds/ pension funds, subject to applicable laws, with minimum corpus of
₹ 250 million, 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 and the Promoter
Selling Shareholders reserve the right to reject any Bid, without assigning any reason thereof.
Bids by Anchor Investors
In accordance with the SEBI ICDR Regulations, the key terms for participation by Anchor Investors are provided
below.
(i) Anchor Investor Application Forms will be made available for the Anchor Investor Portion at the offices of
the BRLMs.
(ii) The Bid must be for a minimum of such number of Equity Shares so that the Bid Amount exceeds ₹ 100
million. 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 ₹ 100 million.
(iii) One-third of the Anchor Investor Portion will be reserved for allocation to domestic Mutual Funds.
(iv) Bidding for Anchor Investors will open one Working Day before the Bid/ Offer Opening Date, i.e., the
Anchor Investor Bidding Date, and will be completed on the same day.
(v) Our Company and Promoter Selling Shareholders, in consultation with the BRLMs will finalize 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 ₹
100 million;
(b) minimum of two and maximum of 15 Anchor Investors, where the allocation under the Anchor
Investor Portion is more than ₹ 100 million but up to ₹ 2,500 million, subject to a minimum
Allotment of ₹ 50 million per Anchor Investor; and
(c) in case of allocation above ₹ 2,500 million under the Anchor Investor Portion, a minimum of five
such investors and a maximum of 15 Anchor Investors for allocation up to ₹ 2,500 million, and an
additional 10 Anchor Investors for every additional ₹ 2,500 million, subject to minimum allotment
of ₹ 50 million per Anchor Investor.
(vi) Allocation to Anchor Investors will be 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 will be made
available in the public domain by the BRLMs before the Bid/ Offer Opening Date, through intimation to
(vii) Anchor Investors cannot withdraw or lower the size of their Bids at any stage after submission of the Bid.
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(viii) If the Offer Price is greater than the Anchor Investor Allocation Price, the additional amount being the
difference between the Offer Price and the Anchor Investor Allocation Price will be payable by the Anchor
Investors on the Anchor Investor Pay-in Date specified in the CAN. If the Offer Price is lower than the
Anchor Investor Allocation Price, Allotment to successful Anchor Investors will be at the higher price, i.e.,
the Anchor Investor Offer 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) Neither the (i) BRLMs (s) or any associate of the BRLMs (other than mutual funds sponsored by entities
which are associate of the BRLMs or insurance companies promoted by entities which are associate of the
BRLMs or Alternate Investment Funds (AIFs) sponsored by the entities which are associates of the BRLMs
or FPIs, other than individuals, corporate bodies and family offices, sponsored by the entities which are
associate of the BRLMs) nor (ii) the Promoters, Promoter Group or any person related to the Promoters or
members of the Promoter Group shall apply under the Anchor Investors category. For further details, please
see “-Participation by Promoters, Promoter Group, BRLMs, associates and affiliates of the BRLMs, the
Syndicate Members, persons related to Promoter, Promoter Group” on page 383.
(xi) Bids made by QIBs under both the Anchor Investor Portion and the QIB Portion will not be considered
multiple Bids.
(xii) For more information, see the section titled “Offer Procedure - Part B: General Information Document for
Investing in Public Issues - Section 7: Allotment Procedure and Basis of Allotment – Allotment to Anchor
Investor” on page 428.
Payment by Anchor Investors into the Escrow Account
Anchor Investors are not permitted to Bid in the Offer through the ASBA process. Instead, Anchor Investors should
transfer the Bid Amount (through direct credit, RTGS or NEFT) for payment of their Bid Amounts in the Escrow
Account in favour of:
(a) In case of resident Anchor Investors: PRINCE PIPES AND FITTINGS LIMITED – ANCHOR ACCOUNT
-R
(b) In case of non-resident Anchor Investors: PRINCE PIPES AND FITTINGS LIMITED – ANCHOR
ACCOUNT - 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 Promoter Selling Shareholders, the Syndicate, the Escrow Collection Bank
and the Registrar to the Offer to facilitate collections from Anchor Investors.
Bids by banking companies
In case of Bids made by banking companies registered with RBI, certified copies of: (i) the certificate of registration
issued by RBI, and (ii) the approval of such banking company’s investment committee are required to be attached to
the Bid cum Application Form, failing which our Company and the Promoter Selling Shareholders reserves the right
to reject any Bid without assigning any reason.
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 Master Direction – Reserve Bank of India (Financial
Services provided by Banks) Directions, 2016, is 10% of the paid-up share capital of the investee company or 10%
of the banks’ own paid-up share capital and reserves, whichever is less. 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 bank’s paid-up share capital and reserves. A banking company may hold up to 30% of the paid-
up share capital of the investee company with the prior approval of the RBI provided that the investee company is
engaged in non-financial activities in which banking companies are permitted to engage under the Banking
Regulation Act.
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Bids by Systemically Important Non-Banking Financial Companies
With respect to Bids by systemically important non-banking financial companies, a certified copy of its registration
certificate with the RBI, indicating that the Bidder is a systemically important non-banking financial company, and a
certified copy of its last audited financial statements on a standalone basis and a net worth certificate from its
statutory auditor(s) must be lodged with 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 Offer shall comply with all applicable
regulations, guidelines and circulars issued by RBI from time to time.
Bids by SCSBs
SCSBs participating in the Offer are required to comply with the terms of the SEBI circulars 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 ASBA Bids.
Bids under power of attorney
In case of Bids made pursuant to a power of attorney by limited companies, corporate bodies, registered societies,
FPIs, AIFs, Mutual Funds, insurance companies, insurance funds set up by the army, navy or air force of the Union
of India, insurance funds set up by the Department of Posts, India or the National Investment Fund, systemically
important non-banking financial companies, provident funds with minimum corpus of ₹ 250 million and pension
funds with a minimum corpus of ₹ 250 million (in each case, subject to applicable law and in accordance with their
respective constitutional documents), a certified copy of the power of attorney or the relevant resolution or authority,
as the case may be, with a certified copy of the memorandum of association and articles of association and/or bye
laws, as applicable, must be lodged with the Bid cum Application Form. Failing this, our Company and the
Promoter Selling Shareholders reserve the right to accept or reject any Bid in whole or in part, in either case, without
assigning any reason.
Our Company and the Promoter Selling Shareholders in their absolute discretion, reserve the right to relax the above
condition of simultaneous lodging of the power of attorney with the Bid cum Application Form, subject to such
terms and conditions that our Company, the Promoter Selling Shareholders and the BRLMs deem fit, without
assigning any reasons therefore.
In accordance with existing regulations, OCBs cannot participate in the Offer.
Pre-Offer Advertisement
Subject to Section 30 of the Companies Act, 2013, our Company shall, after filing this Red Herring Prospectus with
the RoC, publish a pre-Offer advertisement in all editions of the English national newspaper, Financial Express, all
editions of the Hindi national newspaper, Jansatta, and Panaji edition of the regional language newspaper, Goa Doot,
each with wide circulation, each with wide circulation, respectively. In the pre-Offer advertisement, we shall state
the Bid/Offer Opening Date, the Bid/Offer Closing Date and the QIB Bid/Offer 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 XIII of the SEBI ICDR Regulations.
The above information is given for the benefit of Bidders. Our Company, the Promoter Selling Shareholders, our
Directors, the officers of our Company and the members of the Syndicate 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 the number of Equity
Shares Bid for do not exceed the applicable limits under laws or regulations.
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Information for Bidders
In addition to the instructions provided to Bidders set forth “– Part B – General Information Document for Investing
in Public Issues” on page 397, Bidders are requested to note the following additional information in relation to the
Offer.
1. The relevant Designated Intermediary will enter each Bid option into the electronic Bidding system as a
separate Bid and generate an acknowledgement slip (“Acknowledgement Slip”), for each price and
demand option and give the same to the Bidder. Therefore, a Bidder can receive up to three
Acknowledgement Slips for each Bid cum Application Form. It is the Bidder’s responsibility to obtain the
Acknowledgement Slip from the relevant Designated Intermediary. The registration of the Bid by the
Designated Intermediary does not guarantee that the Equity Shares shall be allocated/ Allotted. Such
Acknowledgement will be non-negotiable and by itself will not create any obligation of any kind. When a
Bidder revises his or her Bid, he /she shall surrender the earlier Acknowledgement Slip and may request for
a revised Acknowledgement Slip from the relevant Designated Intermediary as proof of his or her having
revised the previous Bid.
2. In relation to electronic registration of Bids, the permission given by the Stock Exchanges to use their
network and software of the electronic bidding system should not in any way be deemed or construed to
mean that the compliance with various statutory and other requirements by our Company, the Promoter
Selling Shareholders and/or the BRLMs are cleared or approved by the Stock Exchanges; nor does it in any
manner warrant, certify or endorse the correctness or completeness of compliance with the statutory and
other requirements, nor does it take any responsibility for the financial or other soundness of our Company,
the Promoter Selling Shareholders, the management or any scheme or project of our Company; nor does it
in any manner warrant, certify or endorse the correctness or completeness of any of the contents of this
Draft Red Herring Prospectus or this Red Herring Prospectus; nor does it warrant that the Equity Shares
will be listed or will continue to be listed on the Stock Exchanges.
3. In the event of an upward revision in the Price Band, Retail Individual Bidders who had Bid at Cut-off
Price could either (i) revise their Bid or (ii) make additional payment based on the cap of the revised Price
Band (such that the total amount i.e., original Bid Amount plus additional payment does not exceed ₹
200,000 (for Retail Individual Bidders) if the Bidder wants to continue to Bid at Cut-off Price). The revised
Bids must be submitted to the same Designated Intermediary to whom the original Bid was submitted. If
the total amount (i.e., the original Bid Amount plus additional payment) exceeds ₹ 200,000 (for Retail
Individual Bidders), the Bid will be considered for allocation under the Non-Institutional Portion. If,
however, the Retail Individual Bidder does not either revise the Bid or make additional payment and the
Offer Price is higher than the cap of the Price Band prior to revision, the number of Equity Shares Bid for
shall be adjusted downwards for the purpose of allocation, such that no additional payment would be
required from the Retail Individual Bidder and the Retail Individual Bidder is deemed to have approved
such revised Bid at Cut-off Price.
4. In the event of a downward revision in the Price Band, Retail Individual Bidders, who have bid at Cut-off
Price may revise their Bid; otherwise, the excess amount paid at the time of Bidding would be unblocked
after Allotment is finalized.
5. Any revision of the Bid shall be accompanied by instructions to block the incremental amount, if any, to be
paid on account of the upward revision of the Bid.
Signing of the Underwriting Agreement and the RoC Filing
Our Company and the Promoter Selling Shareholders intend to enter into an Underwriting Agreement with the
Underwriters on or immediately after the finalisation of the Offer Price. After signing the Underwriting Agreement,
our Company will file the Prospectus with the RoC. The Prospectus would have details of the Offer Price, Anchor
Investor Offer Price, Offer size and underwriting arrangements and would be complete in all material respects.
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GENERAL INSTRUCTIONS
In addition to the general instructions provided in the “Part B – General Information Document for Investing in
Public Issues” on page 397, Bidders are requested to note the additional instructions provided below.
Do’s:
1. Check if you are eligible to apply as per this Red Herring Prospectus and under applicable law;
2. Ensure that you have Bid within the Price Band;
3. Read all the instructions carefully and complete the Bid cum Application Form in the prescribed form;
4. Ensure that the details about the PAN, DP ID and Client ID are correct and the Bidders depository account
is active, as Allotment of the Equity Shares will be in the dematerialised form only; RIIs using UPI
mechanism, may submit their ASBA Forms with Syndicate Members, Registered Brokers, RTA or
Depository Participants;
5. 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;
6. With respect to the ASBA Bids, ensure that the ASBA Form is signed by the account holder in case the
applicant is not the ASBA Account holder. Ensure that you have mentioned the correct ASBA Account
number(for Bidders other than RIIs bidding through the UPI mechanism) or UPI ID in case of RIIs bidding
through the UPI mechanism in in the ASBA Form; RIIs using the UPI mechanism shall ensure that UPI ID
is correct with respect to the bank account linked with such UPI ID mentioned in the Application Form;
7. All Bidders (other than Anchor Investors) should submit their Bids through the ASBA process only;
8. With respect to Bids by SCSBs, ensure that you have a separate account in your own name with any other
SCSB having clear demarcated funds for applying under the ASBA process and that such separate account
(with any other SCSB) is used as the ASBA Account with respect to your Bid;
9. Ensure that you request for and receive a stamped Acknowledgement Slip of the Bid cum Application
Form for all your Bid options from the concerned Designated Intermediary as proof of registration of the
Bid cum Application Form;
10. Ensure that you have funds equal to the Bid Amount in the ASBA Account with the SCSB or the UPI ID
linked bank account before submitting the ASBA Form to any of the Designated Intermediaries;
11. Instruct your respective banks to not release the funds blocked in the ASBA Account under the ASBA
process until six Working Days from the Bid/ Offer Closing Date;
12. Submit revised Bids to the same Designated Intermediary, through whom the original Bid was placed and
obtain a revised Acknowledgement Slip;
13. Except for Bids (i) on behalf of the Central or State Governments and the officials appointed by 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
the SEBI circular dated July 20, 2006, are exempted from specifying their PAN for transacting in the
securities market, and (iii) any other category of Bidders, including without limitation, multilateral/
bilateral institutions, which are exempted from specifying or may be exempted from specifying their PAN
for transacting in the securities market, for Bids of all values, ensure that you have mentioned your PAN
allotted under the Income Tax Act in the Bid cum Application Form. 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;
14. Ensure that the Demographic Details are updated, true and correct in all respects;
15. 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;
16. 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. Ensure that the signature of the First Bidder is
included in the Bid cum Application Forms(for all Bidders other than RIIs bidding using the UPI
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mechanism);
17. Ensure that you tick the correct investor category and the investor status, as applicable, in the Bid cum
Application Form to ensure proper upload of your Bid in the electronic Bidding system of the Stock
Exchanges;
18. Ensure that for Bids under power of attorney or by limited companies, corporate, trust etc., relevant
documents are submitted;
19. Ensure that Bids submitted by any person outside India should be in compliance with applicable foreign
and Indian laws;
20. Ensure that the DP ID, the Client ID and the PAN mentioned in the Bid cum Application Form and entered
into the electronic system of the Stock Exchanges by the relevant Designated Intermediary match with the
DP ID, Client ID and PAN available in the Depository database;
21. Ensure that the Bid cum Application Forms are delivered by the Bidders within the time prescribed as per
the Bid cum Application Form and this Red Herring Prospectus;
22. 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
http://www.sebi.gov.in).
23. RIIs bidding using the UPI mechanism, shall ensure that the bank, with which it has its bank account,
where the funds equivalent to the application amount are available for blocking is UPI 2.0 certified by
NPCI;
24. For RIIs bidding using the UPI mechanism, shall ensure that you approve the 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;
25. RIIs 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, an RII may
be deemed to have verified the attachment containing the application details of the RII in the UPI Mandate
Request and have agreed to block the entire Bid Amount and authorized the Sponsor Bank to block the Bid
Amount mentioned in the Bid Cum Application Form;
26. RIIs bidding using the UPI mechanism should mention valid UPI ID of only the Applicant (in case of
single account) and of the first Applicant (in case of joint account) in the Bid cum Application Form;
27. RIIs bidding in the issue to ensure that they shall use only their own ASBA bank account or only their own
bank account linked UPI ID to make an application and not ASBA bank account or bank account linked
UPI ID of any third party;
28. RIIs bidding using the UPI mechanism, who have revised their Bids subsequent to making the initial Bid,
should also approve the revised Mandate Request generated by the Sponsor Bank to authorise blocking of
funds equivalent to the revised Bid Amount and subsequent debit of funds in case of allotment in a timely
manner; and
29. In relation to the ASBA Bids, ensure that you have correctly signed the authorization/undertaking box in
the ASBA Form, or have otherwise provided an authorisation to the SCSB, or Sponsor Bank, as applicable,
via the electronic mode, for blocking funds in the ASBA Account equivalent to the Bid Amount mentioned
in the ASBA Form.
The Bid cum Application Form is liable to be rejected if the above instructions, as applicable, are not complied with.
Don’ts:
1. Do not Bid for lower than the minimum Bid size;

2. Do not Bid or 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 by cheques and demand drafts or in cash, by money order or by postal order or
by stock invest;
5. Do not send ASBA Forms by post. Instead submit the same to only a Designated Intermediary;
6. Do not Bid on a physical ASBA Form that does not have the stamp of a Designated Intermediary;
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7. Anchor Investors should not Bid through the ASBA process;
8. Do not Bid at Cut-off Price (for Bids by QIBs and Non-Institutional Bidders);
9. Do not Bid for a Bid Amount exceeding ₹ 200,000 (for Bids by Retail Individual Bidders);
10. Do not fill up the Bid cum Application Form such that the Equity Shares Bid for exceeds the 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;
11. Do not submit the GIR number instead of the PAN;
12. Do not submit the Bids without instructions to block funds equivalent to the Bid Amount in the ASBA
Account;
13. Do not submit incorrect details of the DP ID, Client ID and PAN or provide details for a beneficiary
account which is suspended or for which details cannot be verified by the Registrar to the Offer;
14. 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;
15. Do not submit incorrect UPI ID details if you are a RII bidding through the UPI mechanism;
16. If you are a QIB, do not submit your Bid after 3.00 p.m. on the Bid/Offer Closing Date;
17. If you are a Non-Institutional Bidder or a Retail Individual Bidder do not submit your Bid after 3.00 p.m.
on the Bid/Offer Closing Date;
18. Do not Bid if you are not competent to contract under the Indian Contract Act, 1872;
19. Do not submit more than one Bid cum Application Form for each UPI ID in case of RIIs bidding through
the Designated Intermediaries using the UPI mechanism;
20. Do not withdraw your Bid or lower the size of your Bid (in terms of quantity of the Equity Shares or the
Bid Amount) at any stage, if you are a QIB or a Non-Institutional Investor;
21. Do not submit ASBA Bids to a Designated Intermediary at a location other than the Bidding Centres;
22. Do not submit ASBA Bids to a Designated Intermediary at a Bidding Centre unless the SCSB where the
ASBA Account is maintained, as specified in the ASBA Form, has named at least one branch in the
relevant Bidding Centre, for the Designated Intermediary to deposit ASBA Forms (a list of such branches is
available on the website of SEBI at http://www.sebi.gov.in);
23. Do not submit a Bid using UPI ID, if you are not a RII;
24. If you are RII and are using UPI mechanism, do not submit more than one Bid cum Application Form for
each UPI ID;
25. If you are RII and are using UPI mechanism, do not make the ASBA application using third party bank
account or using third party linked bank account UPI ID;
26. 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 RII Bidder using the UPI mechanism; and
27. Do not submit a Bid cum Application Form with third party UPI ID (in case of in case of Bids submitted by
RII Bidder using the UPI mechanism).
The Bid cum Application Form is liable to be rejected if the above instructions or any other condition
mentioned in this Red Herring Prospectus, as applicable, are not complied with.
INSTRUCTIONS FOR COMPLETING THE BID CUM APPLICATION FORM
In addition to the instructions for completing the Bid cum Application Form provided in the “Part B – General
Information Document for Investing in Public Issues – Applying in the Issue – Instructions for filling the Bid cum
Application Form/ Application Form” on page 403, Bidders are requested to note the additional instructions
provided below.
1. Thumb impressions and signatures other than in the languages specified in the Eighth Schedule in the
Constitution of India must be attested by a Magistrate or a Notary Public or a Special Executive Magistrate
under official seal. Bids must be in single name or in joint names (not more than three, and in the same
order as their Depository Participant details).
2. ASBA Bids must be made in a single name or in joint names (not more than three, and in the same order as
their details appear with the Depository Participant), and completed in full, in BLOCK LETTERS in
English and in accordance with the instructions contained in this Red Herring Prospectus and in the ASBA
Form.
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3. Bids on a repatriation basis shall be in the names of individuals, or in the name of Eligible NRIs, or FPIs
but not in the names of minors, OCBs, firms or partnerships, foreign nationals (excluding NRIs) or their
nominees. Bids by Eligible NRIs for a Bid Amount of up to ₹ 200,000 would be considered under the
Retail Portion for the purposes of allocation and Bids for a Bid Amount of more than ₹ 200,000 would be
considered under Non-Institutional Portion for the purposes of allocation.
Designated Date and Allotment
(a) Our Company will ensure that the Allotment and credit to the successful Bidder’s depositary account will
be completed within six Working Days, or such period as may be prescribed by SEBI, of the Bid/Offer
Closing Date or such other period as may be prescribed.
(b) Equity Shares will be issued and Allotment shall be made only in the dematerialised form to the Allottees.
(c) Allottees will have the option to re-materialise the Equity Shares so Allotted as per the provisions of the
Companies Act, 2013 and the Depositories Act.
Grounds for Technical Rejections
In addition to the grounds for rejection of Bids on technical grounds as provided in “Part B – General Information
Document for Investing in Public Issues – Issue Procedure in Book Built Issue – Rejection and Responsibility for
Upload of Bids – Grounds for Technical Rejections” on page 424, Bidders are requested to note that Bids may be
rejected on the following additional technical grounds.
1. Bid submitted without instruction to the SCSB to block the entire Bid Amount;
2. Bids which do not contain details of the Bid Amount and the bank account details in the ASBA Form;
3. Bids submitted on a plain paper;
4. Bids by HUFs not mentioned correctly as given in “ – Who can Bid?” on page 382;
5. ASBA Form submitted to a Designated Intermediary does not bear the stamp of the Designated
Intermediary;
6. Bids submitted without the signature of the First Bidder or sole Bidder;
7. With respect to ASBA Bids, the ASBA Form not being signed by the account holders, if the account holder
is different from the Bidder;
8. Bids by persons for whom PAN details have not been verified and whose beneficiary accounts are
‘suspended for credit’ in terms of SEBI circular (reference number: CIR/MRD/DP/ 22 /2010) dated July
29, 2010;
9. GIR number furnished instead of PAN;
10. Bids by Retail Individual Bidders with Bid Amount for a value of more than ₹ 200,000;
11. Bids by persons who are not eligible to acquire Equity Shares in terms of all applicable laws, rules,
regulations, guidelines and approvals;
12. Bids by Bidders (who are not investors applying in the Anchor Investor Portion) accompanied by cheques
or demand drafts;
13. Bids accompanied by stockinvest, money order, postal order or cash;
14. Bids uploaded by QIBs after 4.00 pm on the QIB Bid/Offer Closing Date and by Non-Institutional Bidders
uploaded after 4.00 p.m. on the Bid/Offer Closing Date, and Bids by Retail Individual Bidders uploaded
after 5.00 p.m. on the Bid/Offer Closing Date, unless extended by the Stock Exchanges.
Depository Arrangements
The Allotment of the Equity Shares in the Offer shall be only in a de-materialised 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, two agreements had been signed among our Company, the respective Depositories and the Registrar to the
Offer:
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1. Agreement dated February 7, 2017 among NSDL, our Company and Adriot Corporate Services Private
Limited, read with letter from NSDL to our Company dated September 8, 2017 substituting Adroit
Corporate Services Private Limited with the Registrar to the Offer as the RTA.
2. Agreement dated September 11, 2017 among CDSL, our Company and Registrar to the Offer.
UNDERTAKINGS BY OUR COMPANY
Our Company undertakes the following:
1. That if our Company and/or the Promoter Selling Shareholders does not proceed with the Offer after the
Bid/Offer Closing Date but prior to Allotment, the reason thereof shall be given as a public notice within
two days of the Bid/Offer Closing Date. The public notice shall be issued in the same newspapers where
the pre-Offer advertisements were published. The stock exchanges on which the Equity Shares are
proposed to be listed shall also be informed promptly;
2. That if our Company or the Promoter Selling Shareholders withdraws the entire portion of the Offer after
the Bid/Offer Closing Date, our Company shall be required to file an updated offer document or a fresh
offer document with the RoC/ SEBI, as the case may be, in the event our Company or the Promoter Selling
Shareholders (or any other selling shareholder) subsequently decides to proceed with the Offer;
3. That the complaints received in respect of the Offer shall be attended to by our Company expeditiously and
satisfactorily;
4. That all steps for completion of the necessary formalities for listing and commencement of trading at all the
Stock Exchanges where the Equity Shares are proposed to be listed are taken within six Working Days of
the Bid/Offer Closing Date or such other period as may be prescribed;
5. If Allotment is not made within the timeline prescribed under applicable law, application monies will be
refunded/unblocked in the ASBA Accounts within 15 days from the Bid/Offer Closing Date or such lesser
time as specified by SEBI, failing which interest will be due to be paid to the Bidders at the rate of 15% per
annum for the delayed period;
6. That where refunds (to the extent applicable) are made through electronic transfer of funds, a suitable
communication shall be sent to the Bidder within 15 days from the Bid/Offer Closing Date or such lesser
time as specified by SEBI, giving details of the bank where refunds shall be credited along with the amount
and expected date of electronic credit for the refund;
7. That the certificates of the securities or refund orders to Eligible NRIs shall be despatched within specified
time; and
8. That except as disclosed in the RHP, no further offer of Equity Shares shall be made until the Equity Shares
offered through this Red Herring Prospectus are listed or until the Bid monies are unblocked in the ASBA
Accounts on account of non-listing, under-subscription etc.
9. Our Company shall not have recourse to the Net Proceeds until the final listing and trading approval is
received from the Stock Exchanges.
UNDERTAKINGS BY THE PROMOTER SELLING SHAREHOLDERS
The Promoter Selling Shareholders severally undertake the following:
1. That if the Promoter Selling Shareholders withdraws the entire portion of the Offer after the Bid/Offer
Closing Date, it shall, forthwith, inform our Company of the same. The Promoter Selling Shareholders and
our Company shall be required to file an updated offer document or a fresh offer document with the RoC/
SEBI, as the case may be, in the event our Company or the Promoter Selling Shareholders (or any other
selling shareholder) subsequently decides to proceed with the Offer;
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2. That it is the legal and beneficial owners of the Offered Shares;
3. That the Offered Shares (a) have been held by it for a minimum period as specified in Regulation 26(6) of
the SEBI ICDR Regulations; and (b) are free and clear of any pre-emptive rights, liens, mortgages, charges,
pledges or any other encumbrances; and (c) shall be in dematerialised form at the time of transfer;
4. That it shall deposit its Equity Shares offered in the Offer in an escrow account opened with the Registrar
to the Offer at least three days prior to filing of this Red Herring Prospectus with the RoC;
5. That it shall not have recourse to the proceeds of the Offer for Sale until the final listing and trading
approvals from all the Stock Exchanges where listing is proposed have been obtained;
6. That it shall provide all reasonable cooperation as requested by our Company in relation to the completion
of the Allotment and dispatch of the Allotment Advice and CAN, if required, and refund orders (as
applicable) to the requisite extent of the Equity Shares offered by it pursuant to the Offer;
7. That it shall provide such reasonable support and extend such reasonable cooperation as may be required
by our Company and the BRLMs in redressal of such investor grievances that pertain to the Equity Shares
held by it and being offered pursuant to the Offer;
8. That it shall not further transfer Equity Shares during the period commencing from submission of this Draft
Red Herring Prospectus with SEBI until the final trading approvals from all the Stock Exchanges have been
obtained for the Equity Shares Allotted and Equity Shares to be Allotted pursuant to the Offer;
9. That it shall take all such steps as may be required to ensure that the Equity Shares being sold by it pursuant
to the Offer for Sale are available for transfer in the Offer for Sale, free and clear of any encumbrance,
within the timelines specified under applicable law; and
10. That it has authorised our Company to redress any complaints received from Bidders in respect of the
Offered Shares and it shall extend assistance to our Company in this regard.
Utilisation of Offer proceeds
Our Company and the Promoter Selling Shareholders specifically confirm and declare that all monies received out
of the Offer shall be 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.
Further, details of all utilised and unutilised monies out of the Fresh Issue shall be disclosed and continued to be
disclosed under an appropriate separate head in the balance sheet of our Company indicating the purpose for which
such monies have been utilised or invested.
The above information is given for the benefit of the Bidders. Our Company, the Promoter Selling
Shareholders and the members of Syndicate 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 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 laws or regulation or as specified in this Red Herring Prospectus and Prospectus.
Withdrawal of the Offer
Our Company and Promoter Selling Shareholders, in consultation with the BRLMs, reserves the right not to proceed
with the entire or portion of the Offer for any reason at any time after the Bid/Offer Opening Date but before the
Allotment. In such an event, our Company would issue a public notice in the same newspapers, in which the pre-
Offer advertisements were published, within two days of the Bid/Offer Closing Date, providing reasons for not
proceeding with the Offer. Further, the Stock Exchanges shall be informed promptly in this regard by our Company.
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The BRLMs, through the Registrar to the Offer, 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. In the event of withdrawal of the
Offer and subsequently, plans of a fresh offer by our Company, a fresh draft red herring prospectus will be
submitted again to SEBI.
Notwithstanding the foregoing, the Offer is also subject to obtaining the final listing and trading approvals of the
Stock Exchanges, which our Company shall apply for after Allotment and within six Working Days or such other
period as may be prescribed, and the final RoC approval of the Prospectus after it is filed with the RoC and the
Stock Exchanges.
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PART B
General Information Document for Investing in Public Issues
This General Information Document highlights the key rules, processes and procedures applicable to public issues
in accordance with the provisions of the Companies Act, the Securities Contracts (Regulation) Act, 1956, the
Securities Contracts (Regulation) Rules, 1957 and the Securities and Exchange Board of India (Issue of Capital and
Disclosure Requirements) Regulations, 2009, to the extent applicable and the SEBI ICDR Regulations 2018.
Bidders/Applicants should not construe the contents of this General Information Document as legal advice and
should consult their own legal counsel and other advisors in relation to the legal matters concerning the Offer. For
taking an investment decision, the Bidders/Applicants should rely on their own examination of our Company and the
Offer and should carefully read this Red Herring Prospectus/Prospectus before investing in the Offer.
SEBI through its circular no. SEBI/HO/CFD/DIL2/CIR/P/2018/138 has proposed to introduce an alternate payment
mechanism using Unified Payments Interface (“UPI”) and consequent reduction in timelines for listing in a phased
manner. From January 1, 2019, the UPI mechanism for RIIs applying through Designated Intermediaries will be
made effective along with the existing process and existing timeline of T+6 days. The same will continue for a
period of three months or launch of five main board public issues, whichever is later (“UPI Phase I”). Thereafter,
for application by RIIs through Designated Intermediaries, the existing process of physical movement of forms from
Designated Intermediaries to SCSBs for blocking of funds will be discontinued and only the UPI mechanism with
existing timeline of T+6 days will continue for a period until March 31, 2020 (“UPI Phase II”). Subsequently, the
final reduced timeline will be made effective using the UPI mechanism for applications by RIIs (“UPI Phase III”),
as may be prescribed by SEBI.
SECTION 1: PURPOSE OF THE GENERAL INFORMATION DOCUMENT (GID)
This document is applicable to the public issues undertaken through the Book-Building process as well as to the
Fixed Price Issues. The purpose of the “General Information Document for Investing in Public Issues” is to provide
general guidance to potential Bidders/Applicants in IPOs and FPOs, on the processes and procedures governing
IPOs and FPOs, undertaken in accordance with the provisions of the Securities and Exchange Board of India (Issue
of Capital and Disclosure Requirements) Regulations, 2009 (“SEBI ICDR Regulations, 2009”) to the extent
applicable and the SEBI ICDR Regulations 2018.
Bidders/Applicants should note that investment in equity and equity related securities involves risk and
Bidder/Applicant should not invest any funds in the Offer unless they can afford to take the risk of losing their
investment. The specific terms relating to securities and/or for subscribing to securities in an Offer and the relevant
information about the Issuer undertaking the Offer are set out in the Red Herring Prospectus (“RHP”)/Prospectus
filed by the Issuer with the Registrar of Companies (“RoC”). Bidders/Applicants should carefully read the entire
RHP/Prospectus and the Bid cum Application Form/Application Form and the Abridged Prospectus of the Issuer in
which they are proposing to invest through the Offer. In case of any difference in interpretation or conflict and/or
overlap between the disclosure included in this document and the RHP/Prospectus, the disclosures in the
RHP/Prospectus shall prevail. The RHP/Prospectus of the Offer is available on the websites of stock exchanges, on
the website(s) of the BRLMs to the Offer and on the website of Securities and Exchange Board of India (“SEBI”) at
www.sebi.gov.in.
For the definitions of capitalized terms and abbreviations used herein Bidders/Applicants may refer to the section
“Glossary and Abbreviations”.
SECTION 2: BRIEF INTRODUCTION TO IPOs/FPOs
2.1 Initial public offer (IPO)
An IPO means an offer of specified securities by an unlisted Issuer to the public for subscription and may
include an Offer for Sale of specified securities to the public by any existing holder of such securities in an
unlisted Issuer.
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For details of compliance with the eligibility requirements by the Issuer, Bidders/Applicants may refer to
the RHP/Prospectus.
2.2 Further public offer (FPO)
An FPO means an offer of specified securities by a listed Issuer to the public for subscription and may
include Offer for Sale of specified securities to the public by any existing holder of such securities in a
listed Issuer.
For details of compliance with the eligibility requirements by the Issuer Bidders/Applicants may refer to
the RHP/Prospectus.
2.3 Other Eligibility Requirements:
In addition to the eligibility requirements specified in paragraphs 2.1 and 2.2, an Issuer proposing to
undertake an IPO or an FPO is required to comply with various other requirements as specified in the SEBI
ICDR Regulations, 2009, to the extent applicable, the SEBI ICDR Regulations 2018, the Companies Act,
1956 (the “Companies Act”) as amended or replaced by the Companies Act, 2013, the Securities Contracts
(Regulation) Rules, 1957 (the “SCRR”), industry-specific regulations, if any, and other applicable laws for
the time being in force.
For details in relation to the above Bidders/Applicants may refer to the RHP/Prospectus.
2.4 Types of Public Issues - Fixed Price Issues and Book Built Issues
In accordance with the provisions of the SEBI ICDR Regulations, 2009, an Issuer can either determine the
Issue Price through the Book Building Process (“Book Built Issue”) or undertake a Fixed Price Issue
(“Fixed Price Issue”). An Issuer may mention Floor Price or Price Band in the RHP (in case of a Book
Built Issue) and a Price or Price Band in the Draft Prospectus (in case of a fixed price Issue) and determine
the price at a later date before filing the Prospectus with the Registrar of Companies.
The cap on the Price Band should be less than or equal to 120% of the Floor Price. The Issuer shall
announce the Price or the Floor Price or the Price Band through advertisement in all newspapers in which
the pre- Offer advertisement was given at least two Working Days before the Bid/ Offer Opening Date, in
case of an IPO and at least one Working Day before the Bid/ Offer Opening Date, in case of an FPO.
The Floor Price or the Offer Price cannot be lesser than the face value of the securities.
Bidders/Applicants should refer to the RHP/Prospectus or Offer advertisements to check whether the Offer
is a Book Built Issue or a Fixed Price Issue.
2.5 OFFER PERIOD
The Offer may be kept open for a minimum of three Working Days (for all category of Bidders/Applicants)
and not more than ten Working Days. Bidders/Applicants are advised to refer to the Bid cum Application
Form and Abridged Prospectus or RHP/Prospectus for details of the Bid/ Offer Period. Details of Bid/
Offer Period are also available on the website of Stock Exchange(s).
In case of a Book Built Issue, the Issuer may close the Bid/ Offer Period for QIBs one Working Day prior
to the Bid/ Offer Closing Date if disclosures to that effect are made in the RHP. In case of revision of the
Floor Price or Price Band in Book Built Issues the Bid/Offer Period may be extended by at least three
Working Days, subject to the total Bid/ Offer Period not exceeding 10 Working Days. For details of any
revision of the Floor Price or Price Band, Bidders/Applicants may check the announcements made by the
Issuer on the websites of the Stock Exchanges and the BRLMs, and the advertisement in the newspaper(s)
issued in this regard.
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2.6 FLOWCHART OF TIMELINES: A flow chart of process flow in Fixed Price and Book Built Issues is as
follows Bidders/Applicants may note that this is not applicable for Fast Track FPOs.:
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SECTION 3: CATEGORY OF INVESTORS ELIGIBLE TO PARTICIPATE IN AN ISSUE
Each Bidder/Applicant should check whether it is eligible to apply under applicable law.
Furthermore, certain categories of Bidders/Applicants, such as NRIs, FPIs, QFIs and FVCIs may not be allowed
to Bid/Apply in the Offer or to hold Equity Shares, in excess of certain limits or in specific sectors as specified
under applicable law. Bidders/Applicants are requested to refer to the RHP/Prospectus for more details.
Subject to the above, an illustrative list of Bidders/Applicants is as follows:
• Indian nationals resident in India who are competent to contract under the Indian Contract Act, 1872, in
single or joint names (not more than three);
• Bids/Applications belonging to an account for the benefit of a minor (under guardianship);
• Hindu Undivided Families or HUFs, in the individual name of the Karta. The Bidder/Applicant should
specify that the Bid is being made in the name of the HUF in the Bid cum Application
Form/Application Form as follows: "Name of sole or first Bidder/Applicant: XYZ Hindu Undivided
Family applying through XYZ, where XYZ is the name of the Karta". Bids/Applications by HUFs may
be considered at par with Bids/Applications from individuals;
• Companies, corporate bodies and societies registered under applicable law in India and authorised to
invest in equity shares;
• QIBs;
• NRIs on a repatriation basis or on a non-repatriation basis subject to applicable law;
• Indian Financial Institutions, regional rural banks, co-operative banks (subject to RBI regulations and
the SEBI ICDR Regulations, 2009 and other laws, as applicable);
• FPIs bidding in the QIBs category;
• FPIs bidding in the Non Institutional Bidders category;
• Trusts/societies registered under the Societies Registration Act, 1860, or under any other law relating to
trusts/societies and who are authorised under their respective constitutions to hold and invest in equity
shares;
• Limited liability partnerships registered under the Limited Liability Partnership Act, 2008; and
• Any other person eligible to Bid/Apply in the Offer, under the laws, rules, regulations, guidelines and
policies applicable to them and under Indian laws.
• As per the existing regulations, OCBs are not allowed to participate in the Offer.
SECTION 4: APPLYING IN THE OFFER
Book Built Issue: Bidders should only use the specified Bid cum Application Form (i.e., in case of Anchor
Investors, the Anchor Investor Application Form, and in case of Bidders other than Anchor Investors, the ASBA
Forms) either bearing the stamp of a Designated Intermediary or downloaded from the websites of the Stock
Exchanges.
Bid cum Application Forms are available with the Designated Intermediaries at the Bidding Centres and at the
registered office of the Issuer. Electronic Bid cum Application Forms will be available on the websites of the
Stock Exchanges at least one day prior to the Bid/ Offer Opening Date. For further details regarding availability
of Bid cum Application Forms, Bidders may refer to the RHP/Prospectus.
Fixed Price Issue: Applicants should only use the specified Bid cum Application Form, bearing the stamp of
the Designated Intermediary or downloaded from the websites of the Stock Exchanges. Application Forms are
available with Designated Branches of the SCSBs and at the registered office of the Issuer. For further details
regarding availability of Application Forms, Applicants may refer to the Prospectus.
Bidders/Applicants should ensure that they apply in the appropriate category. The prescribed colour of the Bid
cum Application Form for various categories of Bidders/Applicants is as follows:
Category Colour of the Bid cum

Application Form
Resident Indian, Eligible NRIs applying on a non repatriation basis White
NRIs, FVCIs, their Sub-Accounts (other than Sub- Accounts which are foreign corporate(s) Blue
or foreign individuals bidding under the QIB) and FPIs
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Anchor Investors (where applicable) As specified by the Issuer
Securities issued in an IPO can only be in dematerialised form in compliance with Section 29 of the Companies
Act, 2013. Bidders/Applicants will not have the option of getting the allotment of specified securities in physical
form. However, they may get the specified securities rematerialised subsequent to allotment.
4.1 INSTRUCTIONS FOR FILLING THE BID CUM APPLICATION FORM / APPLICATION
FORM
Bidders/Applicants may note that forms not filled completely or correctly as per instructions provided
in this GID, the RHP and the Bid cum Application Form/Application Form are liable to be rejected.
Instructions to fill each field of the Bid cum Application Form can be found on the reverse side of the
Bid cum Application Form. Specific instructions for filling various fields of the Resident Bid cum
Application Form and Non-Resident Bid cum Application Form and samples are provided below.
The samples of the Bid cum Application Form for resident Bidders and the Bid cum Application Form
for non-resident Bidders are reproduced below:
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Specific instructions for filling various fields of the Resident Bid cum Application Form and Non-Resident Bid
cum Application Form and samples are provided below:
4.1.1 FIELD NUMBER 1: NAME AND CONTACT DETAILS OF THE SOLE/FIRST

BIDDER/APPLICANT
(a) Bidders/Applicants should ensure that the name provided in this field is exactly the same as
the name in which the Depository Account is held.
(b) Mandatory Fields: Bidders/Applicants should note that the name and address fields are
compulsory and e-mail and/or telephone number/mobile number fields are optional.
Bidders/Applicants should note that the contact details mentioned in the Bid-cum Application
Form/Application Form may be used to dispatch communications in case the communication
sent to the address available with the Depositories are returned undelivered or are not
available. The contact details provided in the Bid cum Application Form may be used by the
Issuer and the Designated Intermediaries only for correspondence(s) related to the Offer and
for no other purposes.
(c) Joint Bids/Applications: In the case of Joint Bids/Applications, the Bids /Applications should
be made in the name of the Bidder/Applicant whose name appears first in the Depository
account. The name so entered should be the same as it appears in the Depository records. The
signature of only such first Bidder/Applicant would be required in the Bid cum Application
Form/Application Form and such first Bidder/Applicant would be deemed to have signed on
behalf of the joint holders
(d) Impersonation: Attention of the Bidders/Applicants is specifically drawn to the provisions of

sub-section (1) of Section 38 of the Companies Act, 2013 which is reproduced below:
“Any person who –
(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,
shall be liable for action under section 447.”
The liability prescribed under Section 447 of the Companies Act, 2013 includes imprisonment
for a term of not less than six months extending up to 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.
(e) Nomination Facility to Bidder/Applicant: Nomination facility is available in accordance

with the provisions of Section 72 of the Companies Act, 2013. In case of allotment of the
Equity Shares in dematerialised form, there is no need to make a separate nomination as the
nomination registered with the Depository may prevail. For changing nominations, the
Bidders/Applicants should inform their respective DP.
4.1.2 FIELD NUMBER 2: PAN NUMBER OF SOLE/FIRST BIDDER/APPLICANT
(a) PAN (of the sole/ first Bidder/Applicant) provided in the Bid cum Application
Form/Application Form should be exactly the same as the PAN of the person(s) in whose sole
or first name the relevant beneficiary account is held as per the Depositories' records.
(b) PAN is the sole identification number for participants transacting in the securities market
irrespective of the amount of transaction except for Bids/Applications on behalf of the Central
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or State Government, Bids/Applications by officials appointed by the courts and
Bids/Applications by Bidders/Applicants residing in Sikkim ("PAN Exempted
Bidders/Applicants"). Consequently, all Bidders/Applicants, other than the PAN Exempted
Bidders/Applicants, are required to disclose their PAN in the Bid cum Application
Form/Application Form, irrespective of the Bid/Application Amount. A Bid cum Application
Form/Application Form without PAN, except in case of Exempted Bidders/Applicants, is
liable to be rejected. Bids/Applications by the Bidders/Applicants whose PAN is not available
as per the Demographic Details available in their Depository records, are liable to be rejected.
(c) The exemption for the PAN Exempted Bidders/Applicants is subject to (a) the Demographic
Details received from the respective Depositories confirming the exemption granted to the
beneficiary owner by a suitable description in the PAN field and the beneficiary account
remaining in “active status”; and (b) in the case of residents of Sikkim, the address as per the
Demographic Details evidencing the same.
(d) Bid cum Application Forms which provide the General Index Register Number instead of
PAN may be rejected.
(e) Bids/Applications by Bidders whose demat accounts have been 'suspended for credit' are
liable to be rejected pursuant to the circular issued by SEBI on July 29, 2010, bearing number
CIR/MRD/DP/22/2010. Such accounts are classified as “Inactive demat accounts” and
demographic details are not provided by depositories.
4.1.3 FIELD NUMBER 3: BIDDERS/APPLICANTS DEPOSITORY ACCOUNT DETAILS
(a) Bidders/Applicants should ensure that DP ID and the Client ID are correctly filled in the Bid
cum Application Form/Application Form. The DP ID and Client ID provided in the Bid cum
Application Form/Application Form should match with the DP ID and Client ID available in
the Depository database, otherwise, the Bid cum Application Form is liable to be rejected.
(b) Bidders/Applicants should ensure that the beneficiary account provided in the Bid cum
Application Form/Application Form is active.
(c) Bidders/Applicants should note that on the basis of DP ID and Client ID as provided in the
Bid cum Application Form/Application Form, the Bidder/Applicant may be deemed to have
authorized the Depositories to provide to the Registrar to the Offer, any requested
Demographic Details of the Bidder/Applicant as available on the records of the depositories.
These Demographic Details may be used, among other things, correspondence(s) related to the
Offer.
(d) Bidders/Applicants are, advised to update any changes to their Demographic Details as
available in the records of the Depository Participant to ensure accuracy of records. Any delay
resulting from failure to update the Demographic Details would be at the Bidders/Applicants'
sole risk.
4.1.4 FIELD NUMBER 4: BID OPTIONS
(a) Price or Floor Price or Price Band and minimum Bid Lot may be disclosed in the
Prospectus/RHP by the Issuer. The Issuer is required to announce the Floor Price or Price
Band and minimum Bid Lot by way of an advertisement in at least one English, one Hindi and
one regional newspaper, with wide circulation, at least two Working Days before Bid/ Offer
Opening Date in case of an IPO, and at least one Working Day before Bid/ Offer Opening
Date in case of an FPO.
(b) The Bidders may Bid at or above Floor Price or within the Price Band for IPOs /FPOs
undertaken through the Book Building Process. In the case of Alternate Book Building
Process for an FPO, the Bidders may Bid at Floor Price or any price above the Floor Price
(For further details bidders may refer to (Section 5.6 (e))
(c) Cut-Off Price: Retail Individual Investors or Employees or Retail Individual Shareholders
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can Bid at the Cut-off Price indicating their agreement to Bid for and purchase the Equity
Shares at the Offer Price as determined at the end of the Book Building Process. Bidding at
the Cut-off Price is prohibited for QIBs and NIIs and such Bids from QIBs and NIIs may be
rejected.
(d) Minimum Application Value and Bid Lot: The Issuer, in consultation with the BRLMs may
decide the minimum number of Equity Shares for each Bid to ensure that the minimum
application value is within the range of ₹ 10,000 to ₹ 15,000. The minimum Bid Lot is
accordingly determined by an Issuer and the Promoter Selling Shareholders on basis of such
minimum application value.
(e) Allotment: The allotment of specified securities to each RII shall not be less than the
minimum Bid Lot, subject to availability of shares in the RII category, and the remaining
available shares, if any, shall be allotted on a proportionate basis. For details of the Bid Lot,
bidders may to the RHP/Prospectus or the advertisement regarding the Price Band published
by the Issuer.
4.1.4.1 Maximum and Minimum Bid Size
(a) The Bidder may Bid for the desired number of Equity Shares at a specific price. Bids by Retail
Individual Investors and Retail Individual Shareholders must be for such number of shares so
as to ensure that the Bid Amount less Discount (as applicable), payable by the Bidder does not
exceed ₹ 200,000.
In case the Bid Amount exceeds ₹ 200,000 due to revision of the Bid or any other reason the
Bid may be considered for allocation under the Non-Institutional Category, with it not being
eligible for Discount then such Bid may be rejected if it is at the Cut-off Price.
(b) For NRIs, a Bid Amount of up to ₹ 200,000 may be considered under the Retail Category for
the purposes of allocation and a Bid Amount exceeding ₹ 200,000 may be considered under
the Non-Institutional Category for the purposes of allocation.
(c) Bids by QIBs and NIIs must be for such minimum number of shares such that the Bid Amount
exceeds ₹ 200,000 and in multiples of such number of Equity Shares thereafter, as may be
disclosed in the Bid cum Application Form and the RHP/Prospectus, or as advertised by the
Issuer, as the case may be. Non-Institutional Bidders and QIBs are not allowed to Bid at 'Cut-
off Price'.
(d) RII may revise or withdraw their bids till closure of the bidding period. QIBs and NII's cannot
withdraw or lower their Bids (in terms of quantity of Equity Shares or the Bid Amount) at any
stage after bidding and are required to pay the Bid Amount upon submission of the Bid.
(e) In case the Bid Amount reduces to ₹ 200,000 or less due to a revision of the Price Band, Bids
by the Non-Institutional Bidders who are eligible for allocation in the Retail Category would
be considered for allocation under the Retail Category.
(f) For Anchor Investors, if applicable, the Bid Amount shall be least ₹ 10 crores. One-third of the
Anchor Investor Portion shall be reserved for domestic Mutual Funds, subject to valid Bids
being received from domestic Mutual Funds at or above the price at which allocation is being
done to other Anchor Investors. Bids by various schemes of a Mutual Fund shall be
aggregated to determine the Bid Amount. A Bid cannot be submitted for more than 60% of the
QIB Portion under the Anchor Investor Portion. Anchor Investors cannot withdraw their Bids
or lower the size of their Bids (in terms of quantity of Equity Shares or the Bid Amount) at
any stage after the Anchor Investor Bidding Date and are required to pay the Bid Amount at
the time of submission of the Bid. In case the Anchor Investor Offer Price is lower than the
Offer Price, the balance amount shall be payable as per the pay-in-date mentioned in the
revised CAN. In case the Offer Price is lower than the Anchor Investor Offer Price, the
amount in excess of the Offer Price paid by the Anchor Investors shall not be refunded to
them.
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(g) A Bid cannot be submitted for more than the Offer size.
(h) The maximum Bid by any Bidder including QIB Bidder should not exceed the investment
limits prescribed for them under the applicable laws.
(i) The price and quantity options submitted by the Bidder in the Bid cum Application Form may
be treated as optional bids from the Bidder and may not be cumulated. After determination of
the Offer Price, the highest number of Equity Shares Bid for by a Bidder at or above the Offer
Price may be considered for allotment and the rest of the Bid(s), irrespective of the Bid
Amount may automatically become invalid. This is not applicable in case of FPOs undertaken
through Alternate Book Building Process (For details of bidders may refer to (Section 5.6 (e))
4.1.4.2 Multiple Bids
(a) Bidder should submit only one Bid cum Application Form. Bidder shall have the option to
make a maximum of Bids at three different price levels in the Bid cum Application Form and
such options are not considered as multiple Bids.
Submission of a second Bid cum Application Form to either the same or to another Designated
Intermediary and duplicate copies of Bid cum Application Forms bearing the same application
number shall be treated as multiple Bids and are liable to be rejected.
(b) Bidders are requested to note the following procedures may be followed by the Registrar to
the Offer to detect multiple Bids:
(i) All Bids may be checked for common PAN as per the records of the Depository. For
Bidders other than Mutual Funds, Bids bearing the same PAN may be treated as
multiple Bids by a Bidder and may be rejected.
(ii) For Bids from Mutual Funds, submitted under the same PAN, as well as Bids on
behalf of the PAN Exempted Bidders, the Bid cum Application Forms may be
checked for common DP ID and Client ID. Such Bids which have the same DP ID
and Client ID may be treated as multiple Bids and are liable to be rejected.
(c) The following Bids may not be treated as multiple Bids:
(i) Separate Bids by Mutual Funds in respect of more than one scheme of the Mutual
Fund provided that the Bids clearly indicate the scheme for which the Bid has been
made.
(ii) Bids by Mutual Funds submitted with the same PAN but with different beneficiary
account numbers, Client IDs and DP IDs.
(iii) Bids by Anchor Investors under the Anchor Investor Portion and the QIB Category.
4.1.5 FIELD NUMBER 5: CATEGORY OF BIDDERS
(a) The categories of Bidders identified as per the SEBI ICDR Regulations, 2009 for the purpose
of Bidding, allocation and allotment in the Offer are RIIs, NIIs and QIBs.
(b) Upto 60% of the QIB Category can be allocated by the Issuer and the Promoter Selling
Shareholders, on a discretionary basis subject to the criteria of minimum and maximum
number of anchor investors based on allocation size, to the Anchor Investors, in accordance
with SEBI ICDR Regulations, 2009, with one-third of the Anchor Investor Portion reserved
for domestic Mutual Funds subject to valid Bids being received at or above the Offer Price.
For details regarding allocation to Anchor Investors, bidders may refer to the RHP/Prospectus.
(c) An Issuer can make reservation for certain categories of Bidders/Applicants as permitted
under the SEBI ICDR Regulations, 2009. For details of any reservations made in the Offer,
Bidders/Applicants may refer to the RHP/Prospectus.
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(d) The SEBI ICDR Regulations, 2009, specify the allocation or allotment that may be made to
various categories of Bidders in the Offer depending upon compliance with the eligibility
conditions. Details pertaining to allocation are disclosed on reverse side of the Revision Form.
For Offer specific details in relation to allocation Bidder/Applicant may refer to the
RHP/Prospectus.
4.1.6 FIELD NUMBER 6: INVESTOR STATUS
(a) Each Bidder/Applicant should check whether it is eligible to apply under applicable law and
ensure that any prospective allotment to it in the Offer is in compliance with the investment
restrictions under applicable law.
(b) Certain categories of Bidders/Applicants, such as NRIs, QFIs, FPIs and FVCIs may not be
allowed to Bid/Apply in the Offer or hold Equity Shares exceeding certain limits specified
under applicable law. Bidders/Applicants are requested to refer to the RHP/Prospectus for
more details.
(c) Bidders/Applicants should check whether they are eligible to apply on non-repatriation basis
or repatriation basis and should accordingly provide the investor status. Details regarding
investor status are different in the Resident Bid cum Application Form and Non-Resident Bid
cum Application Form.
(d) Bidders/Applicants should ensure that their investor status is updated in the Depository
records.
4.1.7 FIELD NUMBER 7: PAYMENT DETAILS
(a) Bidders are required to enter either the ASBA Bank account details or the UPI ID in this field.
In case the Bidder doesn’t provide any of the ASBA Bank account details or the UPI ID then
the application would be rejected. For application submitted to Designated Intermediaries
(other than SCSBs), Bidder providing both, the ASBA Bank account details as well as the UPI
ID, the UPI ID will be considered for processing of the application;
(b) The full Bid Amount shall be blocked in the Bidder’s ASBA Account based on the
authorisation provided by the Bidder in the ASBA Form. If the Discount is applicable in the
Offer, the RIIs should indicate the full Bid Amount in the Bid cum Application Form and the
funds shall be blocked in respect of the Bid Amount net of Discount. Only in cases where the
RHP/Prospectus indicates that part payment may be made, such an option can be exercised by
the Bidder. In case of Bidders specifying more than one Bid Option in the Bid cum
Application Form, the total Bid Amount may be calculated for the highest of three options at
net price, i.e. Bid price less Discount offered, if any.
(c) Bidders who Bid at Cut-off price shall deposit the Bid Amount based on the Cap Price.
(d) QIBs and NIIs can participate in the Offer only through the ASBA mechanism.
(e) All Bidders (except Anchor Investors) are required to Bid through the ASBA process.
(f) RIIs submitting their applications through Designated Intermediaries (other than the SCSBs)
can participate in the Issue through UPI mechanism, through their UPI ID linked with their
bank account.
(g) Bid Amount cannot be paid in cash, cheque, demand draft through money order or through
postal order.
4.1.7.7.1 Instructions for Anchor Investors:
(a) Anchor Investors may submit their Bids with a BRLMs.
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(b) Payments by Anchor Investors are required to be made through direct credit, RTGS or NEFT.
(c) The Escrow Collection Bank shall maintain the monies in the Escrow Account for and on
behalf of the Anchor Investors until the Designated Date.
4.1.7.7.2 Payment instructions for Bidders (other than Anchor Investors)
(a) RIIs bidding through Designated Intermediaries should note that with the introduction of UPI as a
payment mechanism, there are four channels of making applications in public issues available to them
in UPI Phase I (i.e. from January 1, 2019 for a period of three months or floating of five main board
public issues, whichever is later). The four channels for making applications in public issues available
to RIIs bidding through Designated Intermediaries are as follows:
Channel I Channel II Channel IV

RIIs may submit the Bid cum RIIs may submit the Bid RIIs may submit the Bid cum
Application Form with ASBA as cum Application Form Application Form
the sole mechanism for making online using the facility of with any of the Designated
payment either physically (at the linked online trading, demat Intermediaries and use his/her UPI
branch of the SCSB) or online. and bank account ID for the purpose of blocking of
For such applications the existing (3-in-1 type accounts) funds.
process of uploading the bid and provided by Registered
blocking of funds in the RIIs Brokers.
account by the SCSB would
continue.
For UPI Phase II and UPI Phase III, RIIs will have the option to use only Channel I, Channel II and
Channel IV (as described above) for making applications in a public issue. Channel III which allowed
RIIs to submit ASBA Forms with Designated Intermediaries, along with details of his/her ASBA
Account for blocking of funds with SCSBs has been discontinued with effect from June 30, 2019
Please see below a graphical illustrative process of the investor receiving and approving the UPI
Mandate Request.
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(b) QIB and NII Bidders may submit the Bid cum Application Form either:
(i) TO SCSBs in physical or electronic mode through the internet banking facility
offered by an SCSB authorizing blocking of funds that are available in the ASBA
account specified in the Bid cum Application Form, or
(ii) in physical mode to a Designated Intermediary at a Bidding Centre.
(c) ASBA Bidders must specify the Bank Account number or the UPI ID, as applicable in the Bid
cum Application Form. The Bid cum Application Form submitted by a Bidder and which is
accompanied by cash, demand draft, cheque, money order, postal order or any mode of
payment other than blocked amounts in the ASBA Account may not be accepted.
(d) Bidders should note that the application made using third party UPI ID or ASBA Bank
Account are liable to be rejected.
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(e) Bidders shall note that that for the purpose of blocking funds under ASBA facility clearly
demarcated funds shall be available in the ASBA account.
(f) Bidders should submit the Bid cum Application Form only at the Bidding Centres i.e to the
respective member of the Syndicate at the Specified Locations, the SCSBs, the Registered
Broker at the Broker Centres, the RTA at the Designated CRTA Locations or CDP at the
Designated CDP Locations.
(g) Bidders bidding through Designated Intermediaries other than an SCSB should note that
ASBA Forms submitted to such Designated Intermediaries may not be accepted, if the SCSB
where the ASBA Account, as specified in the Bid cum Application Form, is maintained has
not named at least one branch at that location for such Designated Intermediary to deposit
ASBA Forms.
(h) Bidders bidding directly through the SCSBs should ensure that the bid cum application
Form is submitted to a Designated Branch of a SCSB where the ASBA Account is maintained.
(i) Upon receipt of the bid cum application Form, the Designated Branch of the SCSB may verify
if sufficient funds equal to the Bid Amount are available in the ASBA Account, as mentioned
in the Bid cum Application Form.
(j) If sufficient funds are available in the ASBA Account, the SCSB may block an amount
equivalent to the Bid Amount mentioned in the bid cum application Form and for application
directly submitted to SCSB by investor, may enter each Bid option into the electronic bidding
system as a separate Bid.
(k) If sufficient funds are not available in the ASBA Account, the Designated Branch of the SCSB
may not upload such Bids on the Stock Exchange platform and such bids are liable to be
rejected.
(l) Upon submission of a completed Bid cum Application Form each Bidder (not being a RII who
has opted for the UPI mechanism and provided a UPI ID with the Bid cum Application Form)
may be deemed to have agreed to block the entire Bid Amount and authorized the Designated
Branch of the SCSB to block the Bid Amount specified in the Bid cum Application Form in
the ASBA Account maintained with the SCSBs. For details regarding blocking of Bid Amount
for RIIs who have provided a UPI ID with the Application Form please refer to paragraph
4.1.7.4.
(m) The Bid Amount may remain blocked in the aforesaid ASBA Account until finalisation of the
Basis of allotment and consequent transfer of the Bid Amount against the Allotted Equity
Shares to the Public Offer Account, or until withdrawal or failure of the Offer, or until
withdrawal or rejection of the Bid, as the case may be.
(n) SCSBs bidding in the Offer must apply through an Account maintained with any other SCSB;
else their Bids are liable to be rejected.
4.1.7.7.3 Unblocking of ASBA Account
(a) Once the Basis of Allotment is approved by the Designated Stock Exchange, the Registrar to
the Offer may provide the following details to the controlling branches of each SCSB or the
Sponsor Bank, as the case may be, along with instructions to unblock the relevant bank
accounts and for successful applications transfer the requisite money to the Public Offer
Account designated for this purpose, within the specified timelines: (i) the number of Equity
Shares to be Allotted against each Bid, (ii) the amount to be transferred from the relevant bank
account to the Public Offer Account, for each Bid, (iii) the date by which funds referred to in
(ii) above may be transferred to the Public Offer Account, and (iv) details of rejected ASBA
Bids, if any, along with reasons for rejection and details of withdrawn or unsuccessful Bids, if
any, to enable the SCSBs or the Sponsor Bank, as the case may be, to unblock the respective
bank accounts.
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(b) On the basis of instructions from the Registrar to the Offer, the SCSBs or the Sponsor Bank, as
the case may be, may transfer the requisite amount against each successful ASBA Bidder to
the Public Offer Account and may unblock the excess amount, if any, in the ASBA Account.
(c) In the event of withdrawal or rejection of the Bid cum Application Form and for unsuccessful
Bids, the Registrar to the Offer may give instructions to the SCSB or the Sponsor Bank to
revoke the mandate and, as the case may be, to unblock the Bid Amount in the relevant ASBA
Account within six Working Days of the Bid/ Offer Closing Date.
4.1.7.7.4 Additional Payment Instructions for NRIs
The Non-Resident Indians who intend to make payment through Non-Resident Ordinary (NRO)
accounts shall use the form meant for Resident Indians (non-repatriation basis). In the case of Bids by
NRIs applying on a repatriation basis, payment shall not be accepted out of NRO Account.
4.1.7.7.5 Additional Payment Instructions for RIIs bidding through Designated Intermediaries using the
UPI Mechanism
(a) Before submission of the application form with the Designated Intermediary, (a) an RII shall
download the mobile application, associated with the UPI ID linked bank account, for UPI and
create a UPI ID (xyz@bankname) of not more than 45 characters with its bank and link it to
his/ her bank account where the funds equivalent to the application amount is available.
(b) RIIs shall ensure that the bank, with which it has its bank account, where the funds equivalent
to the application amount is available for blocking has been notified as Issuer Banks for UPI.
A list of such banks is available at
https://www.sebi.gov.in/sebiweb/other/OtherAction.do?doRecognisedFpi=yes&intmId=40.
(c) RII should only use his / her own bank account linked UPI ID to make an application in the
Issue.
(d) Applications made using third party bank account or using third party linked bank account
UPI ID are liable for rejection.
(e) RIIs shall mention his / her UPI ID along with the bid details in the Bid cum Application Form
in capital letters and submit the Bid cum Application Form to any of the Designated
Intermediaries.
(f) It is clarified that if an RII submits a third-party UPI ID instead of his/her own UPI ID in the
Bid cum Application Form, the application is liable to be rejected.
(g) The Designated Intermediary upon receipt of the Bid cum Application Form will upload the
bid details along with UPI ID in the stock exchange bidding platform.
(h) Once the bid has been entered into the Stock Exchange bidding platform, the stock exchange
will validate the PAN and Demat Account details of the RII with the Depository. The
Depository will validate the aforesaid details on a real time basis and send a response to the
stock exchange which will be shared by the stock exchange with the Designated Intermediary
through its bidding platform, for corrections, if any
(i) Once the bid details have been validated by the Depository, the stock exchange will, on a
continuous basis, electronically share the bid details along with the UPI ID of the concerned
RII with the Sponsor Bank appointed by the Issuer.
(j) The Sponsor Bank will validate the UPI ID of the RII before initiating the Mandate request.
(k) The Sponsor Bank after validating the UPI ID will initiate a UPI Mandate Request for valid
UPI ID on the RII which will be electronically received by the RII as an SMS / intimation on
his / her mobile number / mobile app associated with the UPI ID linked account. The RII
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shall ensure that the details of the Bid are correct by opening the attachment in the UPI
Mandate Request and then proceed to authorise the UPI Mandate Request using his/her UPI
PIN.
(l) Upon the authorization of the mandate using his/her UPI PIN, an RII may be deemed to have
verified the attachment containing the application details of the RII in the UPI Mandate
Request and have agreed to block the entire Bid Amount and authorized the Sponsor Bank to
block the Bid Amount mentioned in the Bid cum Application Form and subsequent debit in
case of allotment.
(m) Upon successful validation of the block request by the RII, the said information (j) would be
electronically received by the RII’s bank, where the funds, equivalent to the application
amount would get blocked in the ASBA Account of the RII. Intimation regarding confirmation
of such blocking of funds in the ASBA Account of the RII would also be received by the RII.
Information on the block status request would be shared with the Sponsor Bank which in turn
would share it with the stock exchange which in turn would share it with the Registrar in the
form of a file for the purpose of reconciliation and display it on the stock exchange bidding
platform for the information of the Designated Intermediary.
(n) RIIs may continue to modify or withdraw the Bid till the closure of the Bidding Period. For
each modification of the Bid, the RII will submit a revised Bid and will receive a UPI
Mandate Request from the Sponsor Bank to be validated as per the process indicated above
(o) Post closure of the Offer, the stock exchange will share the Bid details with the Registrar
along with the final file received from the Sponsor Bank containing status of blocked funds or
otherwise, along with the ASBA Account details with respect to applications made by RIIs
using UPI ID.
4.1.7.7.6 Discount (if applicable)
(a) The Discount is stated in absolute rupee terms.
(b) Bidders applying under RII category, Retail Individual Shareholder and employees are only
eligible for discount. For Discounts offered in the Offer, Bidders may refer to the
RHP/Prospectus.
(c) The Bidders entitled to the applicable Discount in the Offer may make payment for an amount
i.e. the Bid Amount less Discount (if applicable).
Bidder may note that in case the net amount blocked (post Discount) is more than ₹ 200,000, the
bidding system automatically considers such applications for allocation under Non-Institutional
Category. These applications are neither eligible for Discount nor fall under RII category.
4.1.8 FIELD NUMBER 8: SIGNATURES AND OTHER AUTHORISATIONS
(a) Only the First Bidder/Applicant is required to sign the Bid cum Application Form/Application
Form. Bidders/Applicants should ensure that signatures are in one of the languages specified
in the Eighth Schedule to the Constitution of India.
(b) If the ASBA Account is held by a person or persons other than the ASBA Bidder/Applicant.,
then the Signature of the ASBA Account holder(s) is also required.
(c) In relation to the ASBA Bids/Applications, signature has to be correctly affixed in the
authorization/undertaking box in the Bid cum Application Form/Application Form, or an
authorisation has to be provided to the SCSB or using the UPI to the Sponsor Bank via the
electronic mode, for blocking funds in the ASBA Account equivalent to the Bid Amount
mentioned in the Bid cum Application Form/Application Form.
(d) Bidders/Applicants must note that any Bid cum Application Form/Application Form without
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signature of Bidder/Applicant and /or ASBA Account holder is liable to be rejected.
4.1.9 ACKNOWLEDGEMENT AND FUTURE COMMUNICATION
(a) Bidders should ensure that they receive the Acknowledgement Slip duly signed and stamped
by the relevant Designated Intermediary for submission of the ASBA Form.
(b) All communications in connection with Bids/Applications made in the Offer should be
addressed as under:
(i) In case of queries related to Allotment, non-receipt of Allotment Advice, credit of

allotted equity shares, refund orders, the Bidders/Applicants should contact the
Registrar to the Offer.
(ii) In case of ASBA Bids submitted to the Designated Branches of the SCSBs, the
Bidders/Applicants should contact the relevant Designated Branch of the SCSB.
(iii) In case of queries relating to uploading of Bids by a Designated Intermediary other

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

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

PAN OF SOLE/FIRST BIDDER/APPLICANT AND DEPOSITORY ACCOUNT DETAILS OF
THE BIDDER/APPLICANT
Applicants should refer to instructions contained in paragraphs 4.1.1, 4.1.2 and 4.1.3.
4.3.2 FIELD 4: PRICE, APPLICATION QUANTITY AND AMOUNT
(a) The Issuer may mention Price or Price band in the draft Prospectus. However, a prospectus
filed with RoC contains one price or coupon rate (as applicable).
(b) Minimum Application Value and Bid Lot: The Issuer, in consultation with the BRLMs to
the Offer (LM) may decide the minimum number of Equity Shares for each Bid to ensure that
the minimum application value is within the range of ₹ 10,000 to ₹ 15,000. The minimum Lot
size is accordingly determined by an Issuer on basis of such minimum application value.
(c) Applications by RIIs, Retail Individual Shareholders, must be for such number of shares so as
to ensure that the application amount payable does not exceed ₹ 200,000.
(d) Applications by other investors must be for such minimum number of shares such that the
application amount exceeds ₹ 200,000 and in multiples of such number of Equity Shares
thereafter, as may be disclosed in the application form and the Prospectus, or as advertised by
the Issuer, as the case may be.
(e) An application cannot be submitted for more than the Offer size.
(f) The maximum application by any Applicant should not exceed the investment limits
prescribed for them under the applicable laws.
(g) Multiple Applications: An Applicant should submit only one Application Form. Submission
of a second Application Form to either the same or other SCSB and duplicate copies of
Application Forms bearing the same application number shall be treated as multiple
applications and are liable to be rejected.
(h) Applicants are requested to note the following procedures may be followed by the Registrar to
the Offer to detect multiple applications:
(i) All applications may be checked for common PAN as per the records of the
Depository. For Applicants other than Mutual Funds, Bids bearing the same PAN
may be treated as multiple applications by a Bidder/Applicant and may be rejected.
(ii) For applications from Mutual Funds submitted under the same PAN, as well as Bids
on behalf of the PAN Exempted Applicants, the Application Forms may be checked
for common DP ID and Client ID. In any such applications which have the same DP
ID and Client ID, these may be treated as multiple applications and may be rejected.
(i) The following applications may not be treated as multiple Bids:
(i) Separate applications by Mutual Funds in respect of more than one scheme of the
Mutual Fund provided that the Applications clearly indicate the scheme for which the
Bid has been made.
(ii) Applications by Mutual Funds submitted with the same PAN but with different
beneficiary account numbers, Client IDs and DP IDs.
4.3.3 FIELD NUMBER 5: CATEGORY OF APPLICANTS
(a) The categories of applicants identified as per the SEBI ICDR Regulations, 2009 for the
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purpose of Bidding, allocation and allotment in the Offer are RIIs, individual applicants other
than RII's and other investors (including corporate bodies or institutions, irrespective of the
number of specified securities applied for).
(b) An Issuer can make reservation for certain categories of Applicants permitted under the SEBI
ICDR Regulations, 2009. For details of any reservations made in the Offer, applicants may
refer to the Prospectus.
(c) The SEBI ICDR Regulations, 2009 specify the allocation or allotment that may be made to
various categories of applicants in the Offer depending upon compliance with the eligibility
conditions. Details pertaining to allocation are disclosed on reverse side of the Revision Form.
For Issue specific details in relation to allocation applicant may refer to the Prospectus.
4.3.4 FIELD NUMBER 6: INVESTOR STATUS
Applicants should refer to instructions contained in paragraphs 4.1.6.
4.3.5 FIELD 7: PAYMENT DETAILS
(a) Bidders are required to enter either the ASBA Bank account details or the UPI ID in this field.
(other than SCSBs), Bidder providing both the ASBA Bank account details as well as the UP
ID, the UPI ID will be considered for processing of the application.
(b) All Applicants (other than Anchor Investors) are required to make use of ASBA for applying
in the Offer.
(c) Application Amount cannot be paid through cheques and demand drafts or in cash, through
money order or through postal order or through stock invest.
(d) RIIs applying through Designated Intermediaries (other than SCSBs) may make use of the
UPI mechanism for applying in the Offer.
4.3.5.1 Payment instructions for ASBA Applicants
Applicants should refer to instructions contained in paragraphs 4.1.7.2.
4.3.5.2.1 Unblocking of ASBA Account
Applicants should refer to instructions contained in paragraphs 4.1.7.2.1.
4.3.5.2 Additional Payment Instructions for RIIs bidding through Designated Intermediaries (other than
SCSBs) using the UPI mechanism
Applicants should refer to instructions contained in paragraph 4.1.7.4
4.3.5.3 Discount (if applicable)
(a) The Discount is stated in absolute rupee terms.
(b) RIIs, Employees and Retail Individual Shareholders are only eligible for discount. For
Discounts offered in the Offer, applicants may refer to the Prospectus.
(c) The Applicants entitled to the applicable Discount in the Offer may authorise blocking of an
amount i.e. the Application Amount less Discount (if applicable).
4.3.6 FIELD NUMBER 8: SIGNATURES AND OTHER AUTHORISATIONS AND

ACKNOWLEDGEMENT AND FUTURE COMMUNICATION
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Applicants should refer to instructions contained in paragraphs 4.1.8 and 4.1.9.
4.4 SUBMISSION OF BID CUM APPLICATION FORM/ REVISION FORM/APPLICATION

FORM
4.4.1 Bidders/Applicants may submit completed Bid-cum-application form / Revision Form in the
following manner:
Mode of Application Submission of Bid cum Application Form

Application by Anchor To the BRLMs at the locations specified in the Anchor Investor Application Form
Investors
Applications by other Bidders (a) To members of the Syndicate in the Specified Locations or Registered Brokers
at the Broker Centres, or the RTA at the Designated RTA Location or the DP at
the Designated CDP Locations.
(b) To the Designated branches of the SCSBs
(a) Bidders/Applicants should submit the Revision Form to the same Designated Intermediary
through which such Bidder/Applicant had placed the original Bid.
(b) Upon submission of the Bid-cum-Application Form, the Bidder/Applicant will be deemed to
have authorized the Issuer to make the necessary changes in the RHP and the Bid cum
Application Form as would be required for filing Prospectus with the Registrar of Companies
(RoC) and as would be required by the RoC after such filing, without prior or subsequent
notice of such changes to the relevant Bidder/Applicant.
(c) Upon determination of the Offer Price and filing of the Prospectus with the RoC, the Bid-cum
Application Form will be considered as the application form.
SECTION 5: ISSUE PROCEDURE IN BOOK BUILT ISSUE
Book Building, in the context of the Offer, refers to the process of collection of Bids within the Price Band or
above the Floor Price and determining the Offer Price based on the Bids received as detailed in Schedule XIII of
SEBI ICDR Regulations, 2018. The Offer Price is finalised after the Bid/ Offer Closing Date. Valid Bids
received at or above the Offer Price are considered for allocation in the Offer, subject to applicable regulations
and other terms and conditions.
5.1. SUBMISSION OF BIDS
(a) During the Bid/ Offer Period, Bidders/Applicants may approach the Designated Intermediaries
to submit and register their Bids. Anchor Investors who are interested in subscribing for the
Equity Shares should approach the BRLMs to register their Bids.
(b) In case of Bidders/Applicants (excluding NIIs and QIBs) bidding at Cut-off Price, the
Bidders/Applicants may instruct the SCSBs or the Sponsor Bank, as applicable, to block Bid
Amount based on the Cap Price less discount (if applicable).
(c) For Details of the timing on acceptance and upload of Bids in the Stock Exchanges Platform
Bidders/Applicants are requested to refer to the RHP.
5.2. ELECTRONIC REGISTRATION OF BIDS
(a) The Designated Intermediaries may register the Bids using the on-line facilities of the Stock
Exchanges. The Designated Intermediaries can also set up facilities for off-line electronic
registration of Bids, subject to the condition that they may subsequently upload the off-line
data file into the online facilities for Book Building on a regular basis before the closure of the
Offer.
(b) On the Bid/ Offer 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 Draft Ref Herring
Prospectus and the Red Herring Prospectus.
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(c) Only Bids that are uploaded on the Stock Exchanges Platform are considered for allocation/
Allotment. In UPI phase I, the Designated Intermediaries are given time till 1:00 PM on the
day following the Bid/ Offer Closing Date to modify select fields uploaded in the Stock
Exchange Platform during the Bid/ Offer Period after which the Stock Exchange(s) send the
bid information to the Registrar for further processing.
5.3. BUILD UP OF THE BOOK
(a) Bids received from various Bidders/Applicants through the Designated Intermediaries may be
electronically uploaded on the Bidding Platform of the Stock Exchanges' on a regular basis.
The book gets built up at various price levels. This information may be available with the
BRLMs at the end of the Bid/ Offer Period.
(b) Based on the aggregate demand and price for Bids registered on the Stock Exchanges
Platform, a graphical representation of consolidated demand and price as available on the
websites of the Stock Exchanges may be made available at the bidding centres during the Bid/
Offer Period.
5.4. WITHDRAWAL OF BIDS
(a) RIIs can withdraw their Bids until the Bid/ Offer Closing Date. In case a RII wishes to
withdraw the Bid during the Bid/ Offer Period, the same can be done by submitting a request
for the same to the concerned Designated Intermediary who shall do the requisite, including
unblocking of the funds by the SCSB in the ASBA Account.
(b) The Registrar to the Offer shall give instruction to the SCSB or the Sponsor Bank, as
applicable, for unblocking the ASBA Account upon or after finalisation of the basis of
allotment. QIBs and NIIs can neither withdraw nor lower the size of their Bids at any stage.
5.5. REJECTION AND RESPONSIBILITY FOR UPLOAD OF BIDS
(a) The Designated Intermediaries are individually responsible for the acts, mistakes or errors or
omission in relation to
(i) the Bids accepted by the Designated Intermediaries,

(ii) the Bids uploaded (including UPI ID, as applicable) by the Designated
Intermediaries, or
(iii) the Bid cum application forms accepted but not uploaded by the Designated
Intermediaries.
(b) The BRLMs and its affiliate Syndicate Members, as the case may be, may reject Bids if all the
information required is not provided and the Bid cum Application Form is incomplete in any
respect.
(c) The SCSBs or the Sponsor Banks, as applicable, shall have no right to reject Bids, except in
case of unavailability of adequate funds in the ASBA account or on technical grounds.
(d) In case of QIB Bidders, only the (i) SCSBs (for Bids other than the Bids by Anchor Investors);
and (ii) the BRLMs and its affiliate Syndicate Members (only in the specified locations) have
the right to reject bids. However, such rejection shall be made at the time of receiving the Bid
and only after assigning a reason for such rejection in writing.
(e) All bids by QIBs, NIIs and RIIs Bids can be rejected on technical grounds listed herein.
Any RIB whose Bid has not been considered for Allotment, due to failures on the part of the SCSB
may seek redressal from the concerned SCSB within three months of the listing date in accordance with
the circular SEBI/HO/CFD/DIL2/CIR/P/2018/22 dated February 15, 2018.
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5.6. GROUNDS FOR TECHNICAL REJECTIONS
Bid cum Application Forms/Application Form can be rejected on the below mentioned technical
grounds either at the time of their submission to the Designated Intermediaries or at the time of
finalisation of the Basis of Allotment. Bidders/Applicants are advised to note that the Bids/Applications
are liable to be rejected, inter alia, on the following grounds, which have been detailed at various
places in this GID:
(a) Bid/Applications accompanied by cash, demand draft, cheque, money order, postal order or
any mode of payment other than blocked amounts in the ASBA Account maintained with an
SCSB;
(b) Bid/Application by persons not competent to contract under the Indian Contract Act, 1872, as
amended, (other than minors having valid Depository Account as per Demographic Details
provided by Depositories);
(c) Bids/Applications by OCBs;
(d) In case of partnership firms, Bid/Application for Equity Shares made in the name of the firm.
However, a limited liability partnership can apply in its own name;
(e) In case of Bids/Applications under power of attorney or by limited companies, corporate, trust
etc., relevant documents are not being submitted along with the Bid cum application form;
(f) Bids/Applications by persons prohibited from buying, selling or dealing in the shares directly
or indirectly by SEBI or any other regulatory authority;
(g) Bids/Applications by any person outside India if not in compliance with applicable foreign
and Indian laws;
(h) DP ID and Client ID not mentioned in the Bid cum Application Form/Application Form;
(i) PAN not mentioned in the Bid cum Application Form/Application Form except for
Bids/Applications by or on behalf of the Central or State Government and officials appointed
by the court and by the investors residing in the State of Sikkim, provided such claims have
been verified by the Depository Participant;
(j) In case no corresponding record is available with the Depositories that matches the DP ID, the
Client ID and the PAN;
(k) Bids/Applications for lower number of Equity Shares than the minimum specified for that
category of investors;
(l) Bids/Applications at a price less than the Floor Price and Bids/Applications at a price more
than the Cap Price;
(m) Bids/Applications at Cut-off Price by NIIs and QIBs;
(n) The amounts mentioned in the Bid cum Application Form/Application Form do not tally with
the amount payable for the value of the Equity Shares Bid/Applied for;
(o) Bids/Applications for amounts greater than the maximum permissible amounts prescribed by
the regulations;
(p) In case of revision of Bids by RII Bidders, if UPI Mandate Request for the revised Bid is not
approved, the Application is liable to be rejected;
(q) Bids not uploaded in the Stock Exchanges bidding system
(r) Bids/Applications for number of Equity Shares which are not in multiples as specified in the
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RHP;
(s) Multiple Bids/Applications as defined in this GID and the RHP/Prospectus;
(t) Bid cum Application Forms/Application Forms are not delivered by the Bidders/Applicants
within the time prescribed as per the Bid cum Application Forms/Application Form, Bid/
Offer Opening Date advertisement and as per the instructions in the RHP and the Bid cum
Application Forms;
(u) Bank account mentioned in the Bid cum Application Form (for Bidders applying through the
non UPI mechanism) may not be an account maintained by SCSB. Inadequate funds in the
bank account to block the Bid/Application Amount specified in the ASBA Form at the time of
blocking such Bid/Application Amount in the bank account;
(v) Where no confirmation is received from SCSB or Sponsor Bank, as applicable for blocking of
funds;
(w) Bids/Applications by Bidders (other than Anchor Investors) that are not submitted through
ASBA process;
(x) ASBA Bids/Applications submitted to a Designated Intermediary at locations other than the
Bidding Centres, submitted to the Escrow Collecting Banks (assuming that such bank is not a
SCSB where the ASBA Account is maintained), to the issuer or the Registrar to the Offer;
(y) Bids/Applications by SCSBs wherein a separate account in its own name held with any other
SCSB is not mentioned as the ASBA Account in the Bid cum Application Form/Application
Form.
(z) ASBA Account number or UPI ID not mentioned or incorrectly mentioned in the Bid cum
Application Form/Application Form;
(aa) Submission of Bid cum Application Forms/Application Form using third party UPI ID or
ASBA Bank Account;
(bb) Submission of more than one Bid cum Application Form per UPI ID or ASBA Account
mentioned in the Bid Cum Application Form by RIIs bidding through Designated
Intermediaries (except for RIIs applying as Retail Individual Shareholder also);
(cc) In case of joint Bids, submission of Bid cum Application Forms/Application Form using
second or third party’s UPI ID or ASBA Bank Account;
(dd) In case of Bids by RIIs (applying through the UPI mechanism), the UPI ID mentioned in the
Bid cum Application Form is linked to a third party bank account or the applications is made
using third party bank account;
(ee) In case of Bids by RIIs (applying through the UPI mechanism), the UPI ID is not mentioned
in the Bid cum Application Form;
(ff) The UPI Mandate is not approved by Retail Individual Investor;
(gg) The original Bid/Application is made using the UPI mechanism and revision(s) to the
Bid/Application is made using ASBA either physically or online through the SCSB, and vice
versa;
(hh) Bidders are required to enter either the ASBA Bank account details or the UPI ID in this field.
(other than SCSBs), Bidder providing both the ASBA Bank account details as well as the UP
ID, the UPI ID will be considered for processing of the application;
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(ii) RIIs shall ensure that the bank, with which it has its bank account, where the funds equivalent
to the application amount is available for blocking has been notified as Issuer Banks for UPI.
A list of such banks is available at
https://www.sebi.gov.in/sebiweb/other/OtherAction.do?doRecognisedFpi=yes&intmId=40.
5.7. BASIS OF ALLOCATION
(a) The SEBI ICDR Regulations, 2009 specify the allocation or Allotment that may be made to
various categories of Bidders/Applicants in the Offer depending on compliance with the
eligibility conditions. Certain details pertaining to the percentage of Offer size available for
allocation to each category is disclosed overleaf of the Bid cum Application Form and in the
RHP / Prospectus. For details in relation to allocation, the Bidder/Applicant may refer to the
RHP / Prospectus.
(b) Under-subscription in any category (except for the QIB Portion) is allowed to be met with
spill-over from any other category or combination of categories at the discretion of the Issuer
in consultation with the BRLMs and the Designated Stock Exchange and in accordance with
the SEBI ICDR Regulations, 2009. Unsubscribed portion in QIB category is not available for
subscription to other categories.
(c) For allocation in the event of an under-subscription applicable to the Issuer,

Bidders/Applicants may refer to the RHP.
(d) Illustration of the Book Building and Price Discovery Process
Bidders should note that this example is solely for illustrative purposes and is not specific to
the Offer; it also excludes bidding by Anchor Investors.
Bidders can bid at any price within the Price Band. For instance, assume a Price Band of ₹ 20
to ₹ 24 per share, Offer size of 3,000 Equity Shares and receipt of five Bids from Bidders,
details of which are shown in the table below. The illustrative book given below shows the
demand for the Equity Shares of the Issuer at various prices and is collated from Bids received
from various investors.
Bid Quantity Bid Amount Cumulative Quantity Subscription

(₹)
500 24 500 16.67%
1,000 23 1,500 50.00%
1,500 22 3,000 100.00%
2,000 21 5,000 166.67%
2,500 20 7,500 250.00%
The price discovery is a function of demand at various prices. The highest price at which the
Issuer is able to Issue the desired number of Equity Shares is the price at which the book cuts
off, i.e., ₹ 22.00 in the above example. The Issuer, in consultation with the BRLMs may
finalise the Offer Price at or below such Cut-Off Price, i.e., at or below ₹ 22.00. All Bids at or
above the Offer Price and cut-off Bids are valid Bids and are considered for allocation in the
respective categories.
(e) Alternate Method of Book Building
In case of FPOs, Issuers may opt for an alternate method of Book Building in which only the
Floor Price is specified for the purposes of bidding ("Alternate Book Building Process").
The Issuer may specify the Floor Price in the RHP or advertise the Floor Price at least one
Working Day prior to the Bid/ Offer Opening Date. QIBs may Bid at a price higher than the
Floor Price and the Allotment to the QIBs is made on a price priority basis. The Bidder with
the highest Bid Amount is allotted the number of Equity Shares Bid for and then the second
highest Bidder is Allotted Equity Shares and this process continues until all the Equity Shares
have been allotted. RIIs, NIIs and Employees are Allotted Equity Shares at the Floor Price and
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allotment to these categories of Bidders is made proportionately. If the number of Equity
Shares Bid for at a price is more than available quantity then the allotment may be done on a
proportionate basis. Further, the Issuer may place a cap either in terms of number of specified
securities or percentage of issued capital of the Issuer that may be allotted to a single Bidder,
decide whether a Bidder be allowed to revise the bid upwards or downwards in terms of price
and/or quantity and also decide whether a Bidder be allowed single or multiple bids.
SECTION 6: ISSUE PROCEDURE IN FIXED PRICE ISSUE
Applicants may note that there is no Bid cum Application Form in a Fixed Price Issue. As the Offer Price is
mentioned in the Fixed Price Issue therefore on filing of the Prospectus with the RoC, the Application so
submitted is considered as the application form.
Applicants may only use the specified Application Form for the purpose of making an Application in terms of
the Prospectus which may be submitted through a Designated Intermediary.
ASBA Applicants may submit an Application Form either in physical form to the Syndicate Members or
Registered Brokers or the Designated Branches of the SCSBs or in the electronic form to the SCSB or the
Designated Branches of the SCSBs authorising blocking of funds that are available in the bank account
specified in the Application Form only (“ASBA Account”). The Application Form is also made available on the
websites of the Stock Exchanges at least one day prior to the Bid/ Offer Opening Date.
In a fixed price Offer, allocation in the Offer to the public category is made as follows: minimum fifty per cent
to Retail Individual Investors; and remaining to (i) individual investors other than Retail Individual Investors;
and (ii) other Applicants including corporate bodies or institutions, irrespective of the number of specified
securities applied for. The unsubscribed portion in either of the categories specified above may be allocated to
the Applicants in the other category.
For details of instructions in relation to the Application Form, Bidders/Applicants may refer to the relevant
section the GID.
SECTION 7: ALLOTMENT PROCEDURE AND BASIS OF ALLOTMENT
The allotment of Equity Shares to Bidders/Applicants other than Retail Individual Investors and Anchor
Investors may be on proportionate basis. For Basis of Allotment to Anchor Investors, Bidders/Applicants may
refer to RHP/Prospectus. No Retail Individual Investor will be allotted less than the minimum Bid Lot subject to
availability of shares in Retail Individual Investor Category and the remaining available shares, if any will be
allotted on a proportionate basis. The Issuer is required to receive a minimum subscription of 90% of the Offer
(excluding any Offer for Sale of specified securities). However, in case the Offer is in the nature of Offer for
Sale only, then minimum subscription may not be applicable.
7.1 ALLOTMENT TO RIIs
Bids received from the RIIs at or above the Offer Price may be grouped together to determine the total
demand under this category. If the aggregate demand in this category is less than or equal to the Retail
Category at or above the Offer Price, full Allotment may be made to the RIIs to the extent of the valid
Bids. If the aggregate demand in this category is greater than the allocation to in the Retail Category at
or above the Offer Price, then the maximum number of RIIs who can be Allotted the minimum Bid Lot
will be computed by dividing the total number of Equity Shares available for Allotment to RIIs by the
minimum Bid Lot ("Maximum RII Allottees"). The Allotment to the RIIs will then be made in the
following manner:
(a) In the event the number of RIIs who have submitted valid Bids in the Offer is equal to or less
than Maximum RII Allottees, (i) all such RIIs shall be Allotted the minimum Bid Lot; and (ii)
the balance available Equity Shares, if any, remaining in the Retail Category shall be Allotted
on a proportionate basis to the RIIs who have received Allotment as per (i) above for the
balance demand of the Equity Shares Bid by them (i.e. who have Bid for more than the
minimum Bid Lot).
(b) In the event the number of RIIs who have submitted valid Bids in the Offer is more than
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Maximum RII Allottees, the RIIs (in that category) who will then be allotted minimum Bid
Lot shall be determined on the basis of draw of lots.
7.2 ALLOTMENT TO NIIs
Bids received from NIIs at or above the Offer Price may be grouped together to determine the total
demand under this category. The allotment to all successful NIIs may be made at or above the Offer
Price. If the aggregate demand in this category is less than or equal to the Non-Institutional Category at
or above the Offer Price, full allotment may be made to NIIs to the extent of their demand. In case the
aggregate demand in this category is greater than the Non-Institutional Category at or above the Offer
Price, allotment may be made on a proportionate basis up to a minimum of the Non-Institutional
Category.
7.3 ALLOTMENT TO QIBs
For the Basis of Allotment to Anchor Investors, Bidders/Applicants may refer to the SEBI ICDR
Regulations, 2009 or RHP / Prospectus. Bids received from QIBs bidding in the QIB Category (net of
Anchor Portion) at or above the Offer Price may be grouped together to determine the total demand
under this category. The QIB Category may be available for allotment to QIBs who have Bid at a price
that is equal to or greater than the Offer Price. Allotment may be undertaken in the following manner:
(a) In the first instance allocation to Mutual Funds for up to 5% of the QIB Category may be
determined as follows: (i) In the event that Bids by Mutual Fund exceeds 5% of the QIB
Category, allocation to Mutual Funds may be done on a proportionate basis for up to 5% of the
QIB Category; (ii) In the event that the aggregate demand from Mutual Funds is less than 5%
of the QIB Category then all Mutual Funds may get full allotment to the extent of valid Bids
received above the Offer Price; and (iii) Equity Shares remaining unsubscribed, if any and not
allocated to Mutual Funds may be available for allotment to all QIBs as set out at paragraph
7.4(b) below;
(b) In the second instance, allotment to all QIBs may be determined as follows: (i) In the event of
oversubscription in the QIB Category, all QIBs who have submitted Bids above the Offer
Price may be Allotted Equity Shares on a proportionate basis for up to 95% of the QIB
Category; (ii) Mutual Funds, who have received allocation as per (a) above, for less than the
number of Equity Shares Bid for by them, are eligible to receive Equity Shares on a
proportionate basis along with other QIBs; and (iii) Under-subscription below 5% of the QIB
Category, if any, from Mutual Funds, may be included for allocation to the remaining QIBs on
a proportionate basis.
7.4 ALLOTMENT TO ANCHOR INVESTOR (IF APPLICABLE)
(a) Allocation of Equity Shares to Anchor Investors at the Anchor Investor Offer Price will be at
the discretion of the Issuer, in consultation with the BRLMs, 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 ₹ 10
crores;
• a minimum number of two Anchor Investors and maximum number of 15
Anchor Investors for allocation of more than ₹ 10 crores and up to ₹ 250
crores subject to minimum allotment of ₹ 5 crores per such Anchor Investor;
and
• a minimum number of five Anchor Investors and maximum number of 25
Anchor Investors for allocation of more than ₹ 250 crores subject to
minimum allotment of ₹ 5 crores per such Anchor Investor.
(b) A physical book is prepared by the Registrar on the basis of the Anchor Investor Application
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Forms received from Anchor Investors. Based on the physical book and at the discretion of the
Issuer, in consultation with the BRLMs, selected Anchor Investors will be sent a CAN and if
required, a revised CAN.
(c) In the event that the Offer Price is higher than the Anchor Investor Offer 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 Offer Price and the Anchor Investor Offer Price, as indicated in the
revised CAN within the pay-in date referred to in the revised CAN. Thereafter, the Allotment
Advice will be issued to such Anchor Investors.
(d) In the event the Offer Price is lower than the Anchor Investor Offer Price: Anchor
Investors who have been Allotted Equity Shares will directly receive Allotment Advice.
7.5 BASIS OF ALLOTMENT FOR QIBs (OTHER THAN ANCHOR INVESTORS) AND NIIs IN
CASE OF OVER-SUBSCRIBED ISSUE
In the event of the Offer being over-subscribed, the Issuer may finalise the Basis of Allotment in
consultation with the Designated Stock Exchange in accordance with the SEBI ICDR Regulations,
2009.
The allocation may be made in marketable lots, on a proportionate basis as explained below:
(a) Bidders may be categorized according to the number of Equity Shares applied for;
(b) The total number of Equity Shares to be Allotted to each category as a whole may be arrived
at on a proportionate basis, which is the total number of Equity Shares applied for in that
category (number of Bidders in the category multiplied by the number of Equity Shares
applied for) multiplied by the inverse of the over-subscription ratio;
(c) The number of Equity Shares to be Allotted to the successful Bidders may be arrived at on a
proportionate basis, which is total number of Equity Shares applied for by each Bidder in that
category multiplied by the inverse of the over-subscription ratio;
(d) In all Bids where the proportionate allotment is less than the minimum bid lot decided per
Bidder, the allotment may be made as follows: the successful Bidders out of the total Bidders
for a category may be determined by a draw of lots in a manner such that the total number of
Equity Shares Allotted in that category is equal to the number of Equity Shares calculated in
accordance with (b) above; and each successful Bidder may be Allotted a minimum of such
Equity Shares equal to the minimum Bid Lot finalised by the Issuer;
(e) If the proportionate allotment to a Bidder is a number that is more than the minimum Bid lot
but is not a multiple of one (which is the marketable lot), the decimal may be rounded off to
the higher whole number if that decimal is 0.5 or higher. If that number is lower than 0.5 it
may be rounded off to the lower whole number. Allotment to all bidders in such categories
may be arrived at after such rounding off; and
(f) If the Equity Shares allocated on a proportionate basis to any category are more than the
Equity Shares Allotted to the Bidders in that category, the remaining Equity Shares available
for allotment may be first adjusted against any other category, where the Allotted Equity
Shares are not sufficient for proportionate allotment to the successful Bidders in that category.
The balance Equity Shares, if any, remaining after such adjustment may be added to the
category comprising Bidders applying for minimum number of Equity Shares.
7.6 DESIGNATED DATE AND ALLOTMENT OF EQUITY SHARES
(a) Designated Date: On the Designated Date, the Escrow Collection Bank shall transfer the
funds represented by allocation of Equity Shares to Anchor Investors from the Escrow
Account, as per the terms of the Escrow and Sponsor Bank Agreement, into the Public Offer
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Account with the Bankers to the Offer. The balance amount after transfer to the Public Offer
Account shall be transferred to the Refund Account. Payments of refund to the Bidders
applying in the Anchor Investor Portion shall also be made from the Refund Account as per
the terms of the Escrow and Sponsor Bank Agreement and the RHP. On the Designated Date,
the Registrar to the Offer shall instruct the SCSBs or Sponsor Bank, as applicable to unblock
funds represented by allocation of Equity Shares from ASBA Accounts into the Public Offer
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 Offer.
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 Offer.
(c) The dispatch of Allotment Advice shall be deemed a valid, binding and irrevocable contract.
(d) Issuer will ensure that: (i) the Allotment of Equity Shares; and (ii) credit of shares to the
successful Bidders/Applicants Depository Account will be completed within six Working
Days of the Bid/ Offer Closing Date.
SECTION 8: INTEREST AND REFUNDS
8.1. COMPLETION OF FORMALITIES FOR LISTING AND COMMENCEMENT OF TRADING
The Issuer shall ensure that all steps for the completion of the necessary formalities for listing and
commencement of trading at all the Stock Exchanges are taken within six Working Days of the Bid/
Offer Closing Date. The Registrar to the Offer may initiate corporate action for credit to Equity Shares
the beneficiary account with the Depositories, and dispatch the Allotment Advice within six Working
Days of the Bid/ Offer Closing Date.
If there is a delay beyond the prescribed time after the Issuer becomes liable to pay the amount received
from Bidders, then the Issuer and every director of the Issuer who is an officer in default may on and
from expiry of 15 Working Days, be jointly and severally liable to repay the money, with interest at
rates prescribed under applicable law.
8.2. GROUNDS FOR REFUND
8.2.1 NON RECEIPT OF LISTING PERMISSION
An Issuer makes an application to the Stock Exchange(s) for permission to deal in/list and for an
official quotation of the Equity Shares. All the Stock Exchanges from where such permission is sought
are disclosed in RHP/Prospectus. The Designated Stock Exchange may be as disclosed in the
RHP/Prospectus with which the Basis of Allotment may be finalised.
If the Issuer fails to make application to the Stock Exchange(s) and obtain permission for listing of the
Equity Shares, in accordance with the provisions of Section 40 of the Companies Act, 2013, the Issuer
may be punishable with a fine which shall not be less than five lakh rupees but which may extend to
fifty lakh rupees and every officer of the Issuer who is in default shall be punishable with imprisonment
for a term which may extend to one year or with fine which shall not be less than fifty thousand rupees
but which may extend to three lakh rupees, or with both.
If the permissions to deal in and for an official quotation of the Equity Shares are not granted by any of
the Stock Exchange(s), the Issuer may forthwith take steps to refund, without interest, all moneys
received from the Bidders/Applicants in pursuance of the RHP/Prospectus.
8.2.2 NON RECEIPT OF MINIMUM SUBSCIPTION
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If the Issuer does not receive a minimum subscription of 90% of the Offer (excluding any offer for sale
of specified securities), including devolvement to the Underwriters, the Issuer may forthwith, without
interest take steps to unblock the entire subscription amount received within six Working Days of the
Bid/ Offer Closing Date and repay, without interest, all subscription amounts received from Anchor
Investors. In case the Issue is in the nature of Offer for Sale only, then minimum subscription may not
be applicable.
If such money is not refunded to the Bidders/Applicants within the prescribed time after the Issuer
becomes liable to repay it, then the Issuer and every director of the Issuer who is an officer in default
may, on and from such expiry of such period, be liable to repay the money, with interest at such rate, as
disclosed in the RHP/Prospectus.
8.2.3 MINIMUM NUMBER OF ALLOTTEES
The Issuer may ensure that the number of prospective Allottees to whom Equity Shares may be allotted
may not be less than 1,000 failing which the entire application monies may be refunded forthwith.
8.2.4 IN CASE OF ISSUES MADE UNDER COMPULSORY BOOK BUILDING
In case an Issuer not eligible under Regulation 26(1) of the SEBI ICDR Regulations, 2009 comes for
an Offer under Regulation 26(2) of SEBI (ICDR) Regulations, 2009 but fails to allot at least 75% of the
Offer to QIBs, in such case full subscription money is to be refunded.
8.3. MODE OF REFUND
(a) In case of ASBA Bids: Within six Working Days of the Bid/ Offer Closing Date, the Registrar
to the Offer may give instructions to SCSBs or in case of Bids by RIIs applying through the
UP mechanism to the Sponsor Bank to revoke the mandate and for unblocking the amount in
ASBA Accounts of unsuccessful Bidders and also for any excess amount blocked on
Bidding/Application.
(b) In case of Anchor Investors: Within six Working Days of the Bid/ Offer Closing Date may
dispatch refunds for all amounts payable to unsuccessful Anchor Investors.
(c) In case of Anchor Investors, the Registrar to the Offer may obtain from the Depositories the
Bidders/Applicants' bank account details, including the MICR code, on the basis of the DP ID,
Client ID and PAN provided by the Anchor Investors in their Anchor Investor Application
Forms for refunds. Accordingly, Anchor Investors are advised to immediately update their
details as appearing on the records of their DPs. Failure to do so may result in delays in
dispatch of refunds through electronic transfer of funds, as applicable, and any such delay may
be at the Anchor Investors’ sole risk and neither the Issuer, the Promoter Selling Shareholders,
the Registrar to the Offer, the Escrow Collection Bank, or the Syndicate, may be liable to
compensate the Anchor Investors for any losses caused to them due to any such delay, or
liable to pay any interest for such delay.
(d) In the case of Bids from Eligible NRIs, FPIs and QFIs, refunds, if any, may generally be
payable in Indian Rupees only and net of bank charges and/or commission. If so desired, such
payments in Indian Rupees may be converted into U.S. Dollars or any other freely convertible
currency as may be permitted by the RBI at the rate of exchange prevailing at the time of
remittance and may be dispatched by registered post. The Issuer and the Promoter Selling
Shareholders may not be responsible for loss, if any, incurred by the Bidder/Applicant on
account of conversion of foreign currency.
8.3.1 Electronic modes of making refunds to Anchor Investors
The payment of refund to Anchor Investors, if any, may be done through various modes as mentioned
below:
(a) NACH—National Automated Clearing House which is a consolidated system of ECS.
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Payment of refund would be done through NACH for Bidders/Applicants having an account at
any of the centres specified by the RBI where such facility has been made available. This
would be subject to availability of complete bank account details including Magnetic Ink
Character Recognition (MICR) code wherever applicable from the depository. The payment of
refund through NACH is mandatory for Bidders/Applicants having a bank account at any of
the centres where NACH facility has been made available by the RBI (subject to availability
of all information for crediting the refund through NACH including the MICR code as
appearing on a cheque leaf, from the depositories), except where the Bidder/Applicant is
otherwise disclosed as eligible to get refunds through NEFT or Direct Credit or RTGS;
(b) NEFT— Payment of refund may be undertaken through NEFT wherever the branch of the
Anchor Investor’s bank is NEFT enabled and has been assigned the Indian Financial System
Code ("IFSC"), which can be linked to the MICR of that particular branch. The IFSC Code
may be obtained from the website of RBI as at a date prior to the date of payment of refund,
duly mapped with MICR numbers. Wherever the Anchor Investors have registered their nine-
digit MICR number and their bank account number while opening and operating the demat
account, the same may be duly mapped with the IFSC Code of that particular bank branch and
the payment of refund may be made to the Anchor Investors through this method. In the event
NEFT is not operationally feasible, the payment of refunds may be made through any one of
the other modes as discussed in this section;
(c) Direct Credit— Anchor Investors having their bank account with the Refund Banker may be
eligible to receive refunds, if any, through direct credit to such bank account; and
(d) RTGS— Anchor Investors having a bank account at any of the centers notified by SEBI
where clearing houses are managed by the RBI, may have the option to receive refunds, if any,
through RTGS; and
For details of levy of charges, if any, for any of the above methods, Bank charges, if any, for
cashing such cheques, pay orders or demand drafts at other centers etc, Anchor Investors may
refer to RHP/Prospectus.
Please note that refunds through the abovementioned modes shall be credited only to the bank
account from which the Bid Amount was remitted by the Anchor Investor to the Escrow
Collection Bank.
8.4. INTEREST IN CASE OF DELAY IN ALLOTMENT OR REFUND
The Issuer may pay interest at rates prescribed under applicable laws if refund orders are not dispatched
or if, in a case where the refund or portion thereof is made in electronic manner, the refund instructions
have not been given to the clearing system in the disclosed manner and/or demat credits are not made
to Bidders/Applicants or instructions for unblocking of funds in the ASBA Account are not dispatched
within the six Working days of the Bid/Offer Closing Date.
SECTION 9: GLOSSARY AND ABBREVIATIONS
Unless the context otherwise indicates or implies, certain definitions and abbreviations used in this document
may have the meaning as provided below. References to any legislation, act or regulation may be to such
legislation, act or regulation as amended from time to time. In case of inconsistency in the description of a term
mentioned herein below and the description ascribed to such term in this Draft Red Herring Prospectus, the
description as ascribed to such term in this Draft Red Herring Prospectus shall prevail.
Term Description
Allotment/ Allot/ Allotted The allotment of Equity Shares pursuant to the Offer to successful Bidders/Applicants
Allottee An Bidder/Applicant to whom the Equity Shares are Allotted
Allotment Advice Note or advice or intimation of Allotment sent to the Bidders/Applicants who have been
allotted Equity Shares after the Basis of Allotment has been approved by the designated
Stock Exchanges
Anchor Investor A Qualified Institutional Buyer, applying under the Anchor Investor Portion in accordance
with the requirements specified in SEBI ICDR Regulations, 2009.
Anchor Investor Application The form used by an Anchor Investor to make a Bid in the Anchor Allotment in terms of the
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Term Description
Form Red Herring Prospectus and Prospectus.
Escrow Account An account opened with the Escrow Collection Bank and in whose favour the Anchor
Investors may transfer money through NEFT/RTGS/direct credit in respect of the Bid
Amount when submitting a Bid
Anchor Investor Portion Up to 60% of the QIB Portion which may be allocated by the Issuer, in consultation with the
BRLMs, to Anchor Investors on a discretionary basis. One-third of the Anchor Investor
Portion is reserved for domestic Mutual Funds, subject to valid Bids being received from
domestic Mutual Funds at or above the price at which allocation is being done to Anchor
Investors
Application Supported by An application, whether physical or electronic, used by ASBA Bidders/Applicants to make a
Blocked Amount/ Bid and authorising an SCSB to block the Bid Amount in the specified bank account
(ASBA)/ASBA maintained with such SCSB and will include amounts blocked by RIIs using the UPI
mechanism.
Application Supported by An application from, whether physical or electronic, used by ASBA Bidders/Applicants,
Blocked Amount Form/ASBA which will be considered as the application for Allotment in terms of the Red Herring
Form Prospectus and the Prospectus
ASBA Account Account maintained with an SCSB which may be blocked by such SCSB or the account of
the RII Bidder blocked upon acceptance of UPI Mandate Request by RIIs using the UPI
Mechanism to the extent of the Bid Amount of the ASBA Bidder/Applicant
ASBA Bidder/Applicant Prospective Bidders/Applicants in the Offer who Bid/apply through ASBA
Banker(s) to the Offer/ Escrow The banks which are clearing members and registered with SEBI as Banker to the Offer
Collection Bank(s)/ Collecting with whom the Escrow Account may be opened, and as disclosed in the RHP/Prospectus and
Banker Bid cum Application Form of the Issuer
Basis of Allotment The basis on which the Equity Shares may be Allotted to successful Bidders/Applicants
under the Offer
Bid An indication to make an offer during the Bid/Offer Period by a prospective Bidder pursuant
to submission of Bid cum Application Form or during the Anchor Investor Bidding Date by
the Anchor Investors, to subscribe for or purchase the Equity Shares of the Issuer at a price
within the Price Band, including all revisions and modifications thereto. In case of issues
undertaken through the fixed price process, all references to a Bid should be construed to
mean an Application
Bid Amount The highest value of the optional Bids indicated in the Bid cum Application Form and
payable by the Bidder upon submission of the Bid (except for Anchor Investors), less
discounts (if applicable). In case of issues undertaken through the fixed price process, all
references to the Bid Amount should be construed to mean the Application Amount.
Bid cum Application Form The Anchor Investor Application Form or the ASBA Form, as the context requires
Bid /Offer Closing Date Except in the case of Anchor Investors (if applicable), the date after which the Designated
Intermediaries may not accept any Bids for the Offer, which may be notified in an English
national daily, a Hindi national daily and a regional language newspaper at the place where
the registered office of the Issuer is situated, each with wide circulation. Applicants/bidders
may refer to the RHP/Prospectus for the Bid/ Offer Closing Date
Bid/Offer Opening Date The date on which the Designated Intermediaries may start accepting Bids for the Offer,
which may be the date notified in an English national daily, a Hindi national daily and a
regional language newspaper at the place where the registered office of the Issuer is situated,
each with wide circulation. Applicants/bidders may refer to the RHP/Prospectus for the Bid/
Offer Opening Date
Bid/Offer Period Except in the case of Anchor Investors (if applicable), the period between the Bid/Offer
Opening Date and the Bid/Offer Closing Date inclusive of both days and during which
prospective Bidders/Applicants (other than Anchor Investors) can submit their Bids,
inclusive of any revisions thereof. The Issuer may consider closing the Bid/ Offer Period for
QIBs one working day prior to the Bid/Offer Closing Date in accordance with the SEBI
ICDR Regulations, 2009. Applicants/bidders may refer to the RHP/Prospectus for the Bid/
Offer Period
Bidder/Applicant Any prospective investor (including an ASBA Bidder/Applicant) who makes a Bid pursuant
to the terms of the RHP/Prospectus and the Bid cum Application Form. In case of issues
undertaken through the fixed price process, all references to a Bidder/Applicant should be
construed to mean an Bidder/Applicant
Book Built Process/ Book The book building process as provided under SEBI ICDR Regulations, 2009, in terms of
Building Process/ Book which the Offer is being made
Building Method
Broker Centres Broker centres notified by the Stock Exchanges, where Bidders/Applicants can submit the
Bid cum Application Forms/Application Form to a Registered Broker. The details of such
broker centres, along with the names and contact details of the Registered Brokers are
available on the websites of the Stock Exchanges.
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Term Description
BRLMs/ BRLMs/BRLMs/ LMs The BRLMs to the Offer as disclosed in the RHP/Prospectus and the Bid cum Application
Form of the Issuer. In case of issues undertaken through the fixed price process, all
references to the BRLMs should be construed to mean the BRLMs or LMs
Business Day Monday to Friday (except public holidays)
CAN/Confirmation of Note or intimation of allocation of Equity Shares sent to each Anchor Investor who have
Allotment Note been allocated Equity Shares after the Anchor Investor Bidding Date.
Cap Price The higher end of the Price Band, above which the Offer Price and the Anchor Investor
Offer Price may not be finalised and above which no Bids may be accepted
Client ID Client Identification Number maintained with one of the Depositories in relation to demat
account
Collecting Depository A depository participant as defined under the Depositories Act, 1996, registered with SEBI
Participant(s) or CDP(s) and who is eligible to procure Bids at the Designated CDP Locations in terms of circular no.
CIR/CFD/POLICYCELL/11/2015 dated November 10, 2015 issued by SEBI.
Companies Act The Companies Act, 1956 or the Companies Act, 2013, as the context requires.
Cut-off Price Offer Price, finalised by the Issuer, in consultation with the BRLMs, which can be any price
within the Price Band. Only RIIs, Retail Individual Shareholders and employees are entitled
to Bid at the Cut-off Price. No other category of Bidders/Applicants are entitled to Bid at the
Cut-off Price
DP Depository Participant
DP ID Depository Participant's Identification Number
Depositories National Securities Depository Limited and Central Depository Services (India) Limited
Demographic Details Details of the Bidders/Applicants including the Bidder/Applicant's address, name of the
Applicant's father/husband, investor status, occupation and bank account details
Designated Branches Such branches of the SCSBs which may collect the Bid cum Application Forms used by
Bidders/Applicants (other then Anchor Investors) and a list of which is available on
http://www.sebi.gov.in/cms/sebi_data/attachdocs/1316087201341.html
Designated CDP Locations Such locations where Bidders can submit the ASBA Forms to Collecting Depository
Participants.
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 (www.bseindia.com and www.nseindia.com) ,
as updated from time to time
Designated Date The date on which the Escrow Collection Bank(s) transfer funds from the Escrow Account
to the Public Offer Account in terms of the Red Herring Prospectus or the amounts blocked
by the SCSBs are transferred from the ASBA Accounts of successful Allottees to the Public
Offer Account, following which the board of directors may give delivery instructions for the
transfer of the Equity Shares constituting the Offer for Sale.
Designated Intermediaries The Syndicate, Sub-Syndicate members/agents, SCSBs, Registered Brokers, CDPs and
RTAs, who are authorized to collect ASBA Forms from the ASBA Bidders, in relation to the
Offer
Designated RTA Locations Such locations where Bidders can submit the ASBA Forms to RTAs.
The details of such Designated RTA Locations, along with names and contact details of the
RTAs eligible to accept ASBA Forms are available on the respective websites of the Stock
Exchanges (www.bseindia.com and www.nseindia.com)
Designated Stock Exchange The designated stock exchange as disclosed in the RHP/Prospectus of the Issuer
Discount Discount to the Offer Price that may be provided to Bidders/Applicants in accordance with
the SEBI ICDR Regulations, 2009.
Draft Prospectus The draft prospectus filed with SEBI in case of Fixed Price Issues and which may mention a
price or a Price Band
Employees Employees of an Issuer as defined under SEBI ICDR Regulations, 2009 and including, in
case of a new company, persons in the permanent and full time employment of the
promoting companies excluding the promoters and immediate relatives of the promoter. For
further details Bidder/Applicant may refer to the RHP/Prospectus
Equity Shares Equity shares of the Issuer
Escrow and Sponsor Bank Agreement to be entered into among the Issuer, the Registrar to the Offer, the BRLMs, the
Agreement Escrow Collection Bank(s) and the Refund Bank(s) for collection of the Bid Amounts from
Anchor Investors and remitting refunds of the amounts collected to the Anchor Investors on
the terms and conditions thereof
Escrow Collection Bank(s) Refer to definition of Banker(s) to the Offer
FCNR Account Foreign Currency Non-Resident Account
First Bidder/Applicant The Bidder/Applicant whose name appears first in the Bid cum Application Form or
Revision Form
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Term Description
Fixed Price Issue/Fixed Price The Fixed Price process as provided under SEBI ICDR Regulations, 2009
Process/Fixed Price Method
Floor Price The lower end of the Price Band, at or above which the Offer Price and the Anchor Investor
Offer Price may be finalised and below which no Bids may be accepted, subject to any
revision thereto
FPI Foreign portfolio investor registered under the Securities and Exchange Board of India
(Foreign Portfolio Investors) Regulations, 2019.
FPO Further public offering
Foreign Venture Capital Foreign Venture Capital Investors as defined and registered with SEBI under the SEBI
Investors or FVCIs (Foreign Venture Capital Investors) Regulations, 2000
IPO Initial public offering
Offer Price The final price, less discount (if applicable) at which the Equity Shares may be Allotted in
terms of the Prospectus. The Offer Price may be decided by the Issuer in consultation with
the BRLMs.
Maximum RII Allottees The maximum number of RIIs who can be allotted the minimum Bid Lot. This is computed
by dividing the total number of Equity Shares available for Allotment to RIIs by the
minimum Bid Lot.
MICR Magnetic Ink Character Recognition - nine-digit code as appearing on a cheque leaf
Mutual Fund A mutual fund registered with SEBI under the SEBI (Mutual Funds) Regulations, 1996
Mutual Funds Portion 5% of the QIB Portion (excluding the Anchor Investor Portion) available for allocation to
Mutual Funds only, being such number of equity shares as disclosed in the RHP/Prospectus
and Bid cum Application Form
NACH National Automated Clearing House
NEFT National Electronic Fund Transfer
NRE Account Non-Resident External Account
NRI NRIs from such jurisdictions outside India where it is not unlawful to make an offer or
invitation under the Offer and in relation to whom the RHP/Prospectus constitutes an
invitation to subscribe to or purchase the Equity Shares
NRO Account Non-Resident Ordinary Account
Non-Institutional Investors or Bidders that are not QIBs or Retail Individual Bidders, and who have Bid for
NIIs Equity Shares for an amount more than ₹ 200,000.
Non-Institutional Category The portion of the Offer being such number of Equity Shares available for allocation to NIIs
on a proportionate basis and as disclosed in the RHP/Prospectus and the Bid cum
Application Form
Non-Resident A person resident outside India, as defined under FEMA and includes Eligible NRIs, FIIs
registered with SEBI, FVCIs registered with SEBI, FPIs and QFIs
OCB/Overseas Corporate A company, partnership, society or other corporate body owned directly or indirectly to the
Body 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
Offer Public issue of Equity Shares of the Issuer including the Offer for Sale if applicable
Offer for Sale Public offer of such number of Equity Shares as disclosed in the RHP/Prospectus through an
offer for sale by the Selling Shareholder
Offer Price The final price, less discount (if applicable) at which the Equity Shares may be Allotted to
Bidders other than Anchor Investors, in terms of the Prospectus. Equity Shares will be
Allotted to Anchor Investors at the Anchor Investor Offer Price The Offer Price may be
decided by the Issuer, in consultation with the Book Running Lead Manager(s)
Other Investors Investors other than Retail Individual Investors in a Fixed Price Issue. These include
individual applicants other than retail individual investors and other investors including
corporate bodies or institutions irrespective of the number of specified securities applied for.
PAN Permanent Account Number allotted under the Income Tax Act, 1961
Price Band Price Band with a minimum price, being the Floor Price and the maximum price, being the
Cap Price and includes revisions thereof. The Price Band and the minimum Bid lot size for
the Offer may be decided by the Issuer, in consultation with the BRLMs and advertised, at
least two working days in case of an IPO and one working day in case of FPO, prior to the
Bid/ Offer Opening Date, in English national daily, Hindi national daily and regional
language at the place where the registered office of the Issuer is situated, newspaper each
with wide circulation
Pricing Date The date on which the Issuer, in consultation with the BRLMs, finalise the Offer Price
Prospectus The prospectus to be filed with the RoC in accordance with Section 26 of the Companies
Act, 2013 after the Pricing Date, containing the Offer Price ,the size of the Offer and certain
other information
Public Offer Account A bank account opened with the Banker to the Offer to receive monies from the Escrow
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Term Description
Account and from the ASBA Accounts on the Designated Date
QIB Portion The portion of the Offer being such number of Equity Shares to be Allotted to QIBs on a
proportionate basis
Qualified Institutional Buyers As defined under SEBI ICDR Regulations, 2009
or QIBs
RTGS Real Time Gross Settlement
Red Herring Prospectus/ RHP The red herring prospectus issued in accordance with Section 32 of the Companies Act,
2013 which does not have complete particulars of the price at which the Equity Shares are
offered and the size of the Offer. The RHP may be filed with the RoC at least three days
before the Bid/Offer Opening Date and may become a Prospectus upon filing with the RoC
after the Pricing Date. In case of issues undertaken through the fixed price process, all
references to the RHP should be construed to mean the Prospectus
Refund Account(s) The account opened with Refund Bank(s), from which refunds to Anchor Investors of the
whole or part of the Bid Amount may be made
Refund Bank(s) Refund bank(s) as disclosed in the RHP/Prospectus and Bid cum Application Form of the
Issuer
Registrar and Share Transfer Registrar and share transfer agents registered with SEBI and eligible to procure Bids at the
Agents or RTAs Designated RTA Locations in terms of circular no. CIR/CFD/POLICYCELL/11/2015 dated
November 10, 2015 issued by SEBI.
Refunds through electronic Refunds through NECS, Direct Credit, NEFT, RTGS or ASBA, as applicable
transfer of funds
Registered Broker Stock Brokers registered with the Stock Exchanges having nationwide terminals, other than
the members of the Syndicate
Registrar to the Offer/RTI The Registrar to the Offer as disclosed in the RHP/Prospectus and Bid cum Application
Form
Retail Individual Investors / Investors who applies or bids for a value of not more than ₹ 200,000.
RIIs
Retail Individual Shareholders Shareholders of a listed Issuer who applies or bids for a value of not more than ₹ 200,000.
Retail Category The portion of the Offer being such number of Equity Shares available for allocation to RIIs
which shall not be less than the minimum bid lot, subject to availability in RII category and
the remaining shares to be allotted on proportionate basis.
Revision Form The form used by the Bidders (other than QIBs and Non-Institutional Investors) in an issue
through Book Building process to modify the quantity of Equity Shares and/or bid price
indicates therein in any of their Bid cum Application Forms or any previous Revision
Form(s)
RoC The Registrar of Companies
SEBI The Securities and Exchange Board of India constituted under the Securities and Exchange
Board of India Act, 1992
SEBI ICDR Regulations, 2009 The Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements)
Regulations, 2009
SEBI ICDR Regulations, 2018 Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements)
Regulations, 2018. This Red Herring Prospectus has been prepared in accordance with
provisions and disclosure requirements of the SEBI ICDR Regulations except that the issue
procedure including in relation to Bid/Issue Period, submission of Bid Cum Application
Forms, Payment of Bid Amount, Allocation, Allotment, Refund of Bid Amount, if any and
listing of the Equity Shares as described in the section “Offer Procedure” on page 380
including “Part B- General Information Document for Investing in Public Issues” (each read
with “Definition and Abbreviations” on page 1) has been prepared in accordance with SEBI
ICDR Regulations, 2018.
Self Certified Syndicate A bank registered with SEBI, which offers the facility of ASBA and a list of which is
Bank(s) or SCSB(s) available on http://www.sebi.gov.in/cms/sebi_data/attachdocs/1316087201341.html
Specified Locations Refer to definition of Broker Centres
Sponsor Bank The Banker to the Offer registered with SEBI which is appointed by the Issuer/Offeror to act
as a conduit between the Stock Exchanges and the National Payments Corporation of India
in order to push the mandate collect requests and / or payment instructions of the RIIs into
the UPI.
Stock Exchanges/ SE The stock exchanges as disclosed in the RHP/Prospectus of the Issuer where the Equity
Shares Allotted pursuant to the Offer are proposed to be listed
Syndicate The BRLMs and the Syndicate Member(s)
Syndicate Agreement The agreement to be entered into among the Issuer, and the Syndicate in relation to
collection of ASBA Forms by Syndicate Members
Syndicate Member(s)/SM The Syndicate Member(s) as disclosed in the RHP/Prospectus
Underwriters The BRLMs and the Syndicate Member(s)
Underwriting Agreement The agreement amongst the Issuer, and the Underwriters to be entered into on or after the
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Term Description
Pricing Date
UPI ID ID created on Unified Payment Interface (UPI) for single-window mobile payment system
UPI Mandate Request A request (intimating the RII by way of a notification on the UPI application and by way of a
SMS directing the RII to such UPI application) to the RII 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 PIN Password to authenticate UPI transaction
Working Day Working Day” means all days, other than the 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 the time period between (a) announcement of Price
Band; and (b) Bid/Offer Period, “Working Day” shall mean all days, excluding all
Saturdays, Sundays or a public holiday, on which commercial banks in Mumbai are open for
business; and with reference to the time period between the Bid/Offer Closing Date and the
listing of the Equity Shares on the Stock Exchanges, “Working Day” shall mean all trading
days of Stock Exchanges, excluding Sundays and bank holidays, as per the SEBI Circular
SEBI/HO/CFD/DIL/CIR/P/2016/26 dated January 21, 2016
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RESTRICTIONS ON FOREIGN OWNERSHIP OF INDIAN SECURITIES
Foreign investment in Indian securities is governed by the provisions of the FEMA Rules. Foreign investment is
permitted (except in the prohibited sectors) in Indian companies, either through the automatic route or the
approval route, depending upon the sector in which foreign investment is sought to be made. The DIPP makes
policy announcements on FDI through press notes and press releases. In case of any conflict, the FEMA Rules
prevail. The regulatory framework, over a period of time, thus, consists of acts, regulations, press notes, press
releases, and clarifications among other amendments. The consolidated FDI policy circular of 2017, dated
August 28, 2017 issued by the DIPP (“FDI Circular”) consolidates the policy framework which was in force as
on August 28, 2017 and reflects the FDI Policy as on August 28, 2017. Further, the FDI Circular consolidates
and subsumes all the press notes, press releases, and clarifications on FDI issued by DIPP. As per the FDI
Circular the cap for foreign investment in a manufacturing sector, is 100% under the automatic route. However,
downstream investments by a resident entity which is ‘foreign-owned and controlled’ within the meaning of the
FDI Circular are treated as foreign investment for the purposes of the FDI Circular.
Transfer of shares between an Indian resident and a non-resident does not require the prior approval of the
Government of India or the RBI, provided that (i) the activities of the investee company are under the automatic
route under the FDI Circular and transfer does not attract the provisions of the Takeover Regulations; (ii) the
non-resident shareholding is within the sectoral limits under the FDI Circular; and (iii) the pricing is in
accordance with the guidelines prescribed by the SEBI and the RBI.
As per the existing policy of the Government of India, OCBs cannot participate in this Offer.
The above information is given for the benefit of the Bidders. Our Company, the Promoter Selling Shareholders
and the BRLMs 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 the number of Equity Shares Bid for do not exceed the applicable limits under
laws or regulations.
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SECTION VIII - MAIN PROVISIONS OF THE ARTICLES OF ASSOCIATION
Pursuant to the Companies Act and the SEBI ICDR Regulations, the main provisions of our Articles of
Association relating to, among others, voting rights, dividend, lien, forfeiture, restrictions on transfer and
transmission of Equity Shares or debentures and/or on their consolidation/splitting are detailed below. Please
note that each provision herein below is numbered as per the corresponding article number in our Articles and
capitalised/defined terms herein have the same meaning given to them in our Articles. Subject to our Articles,
any words or expression defined in the Companies Act, 2013 shall, except so where the subject or context
forbids; bear the same meaning in these Articles.
Article Title Particulars

No.
Part A
SHARE CAPITAL AND VARIATION OF RIGHTS
3. The shares in the capital of the Company Subject to the provisions of the Act and these Articles, the
Board shall control the shares in the capital of the Company.
They may issue, allot or otherwise dispose of these shares
from time to time as they think fit to any persons, in any
proportion and on any terms and conditions and either at a
premium or at par and at any time.
4. Directors may allot shares otherwise than for Subject to the provisions of the Act and these Articles, the
cash Board may issue and allot shares in the Company’s capital on
payment or part payment for any property or assets
whatsoever sold, goods or machinery supplied, or for services
rendered to the Company in the conduct of its business. Any
shares which are so allotted may be issued as fully paid-up or
partly paid-up otherwise than for cash, and if so issued, shall
be deemed to be fully paid-up or partly paid-up shares.
5. Kinds of Share Capital In accordance with these Articles, the Act, the Rules and other
applicable laws, the Company may issue the following shares
:
a) Equity Share Capital:
• With voting rights; and/or
• With differential rights as to dividend, voting or
otherwise in accordance with the Rules; and
b) Preference Share Capital.
6. (1) Issue of certificate Within two months after allotment or within one month from
the date of receipt by the Company of the application for the
registration of transfer or transmission or within such other
period as provided by the conditions of issue, every person
with his name in the register of members shall be entitled to
(2) Certificate to bear seal receive: One certificate for all his shares without payment of
any charges; or upon payment of charges as fixed by the
Board for each certificate after the first, several certificates,
each for one or more of his shares.
Every certificate is to be sealed, and specify the shares to
which it relates and the amount paid-up thereon.
7. Option to receive share certificate or hold shares Subscribers to shares may either receive certificates for such
with depository shares or hold them in a dematerialized state with a
depository. The Company is to inform the depository of a
subscriber’s wish to hold dematerialized shares, and the
details of allotment of the shares, so that the depository may
enter the subscriber’s name as the beneficial owner. The
matters connected to such a situation shall be governed by the
Depositories Act.
8. Issue of new certificate in place of one defaced, A new certificate may be issued in case a share certificate is
lost or destroyed mutilated or torn, provided that it is produced and surrendered
before the Company. A new certificate may be given in place
of a lost or destroyed share certificate only if it is so proved to
the satisfaction of the Company, and the execution of
indemnity which is deemed adequate by the Board. The
Board may fix the fees to be paid for the issue of new
certificates so issued.
9. Provisions as to issue of certificates to apply The provisions of the foregoing Articles relating to issue of
mutatis mutandis to debentures, etc. certificates shall mutatis mutandis apply to issue of
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certificates for any other securities including debentures
(except where the Act otherwise requires) of the Company.
11. (1) Variation of The rights attached to any class of shares may be varied
members’ rights (subject to the terms of issues of such shares) upon , there
bring consent in writing, of the holders of such issued shares,
or with the sanction of a resolution passed at a separate
(2) Provisions as to general meetings to apply meeting of the holders of the shares, as prescribed by the Act.
mutatis To every such separate meeting, the provisions of these
mutandis to each Articles relating to general meetings shall mutatis mutandis
meeting apply.
12. Issue of further shares not to affect rights of There will be no variation in the rights of holders of the shares
existing members of any class issued with preferred or other rights (subject to
the terms of issue of such shares), upon the creation or issue
of further shares ranking pari passu with such shares.
13. Power to issue redeemable preference shares Subject to the provisions of the Act, the Board shall have the
power to issue or re-issue preference shares of one or more
classes which are liable to be redeemed and to determine the
terms and conditions and the manner for the same.
14. (1) Further issue of share capital The Board or the Company may, in accordance with the Act
and the Rules, issue further shares to –
a) Equity shareholders of the company, and the offer so
made shall include a right of the person concerned to
renounce the shares offered to him in favor of any other
person; or
(2) Mode of further issue of shares b) employees under any scheme of employees’ stock option;
or
c) Any other persons, whether included above or not.
A further issue of shares may be made as the Board may
determine, including by way of preferential offer, private
placement or Initial Public Offering (IPO) in accordance with
the Companies Act 2013 & the Rules made there under, SEBI
regulations and FEMA Regulations.
LIEN
15. Company’s lien on shares The Company shall have a first and paramount lien on every
share (even if not fully paid), for all monies called (whether
presently payable or not), in respect of that share. Provided
that fully paid up shares shall be free from all lien, and that
the Board may exempt any share wholly or partly from this
provision at any time.
16. As to enforcing lien by sale The Company may sell any shares on which the Company has
a lien in a manner as the Board deems fit. Provided that such a
sale shall be made if: a) a sum in respect of which the lien
exists is presently payable; or b) until the expiration of
fourteen days after a notice in writing has been given to the
registered holder of the share or to the person entitled thereto
by reason of his death or insolvency or otherwise, demanding
payment of such part of the amount in respect of which the
lien exists.
17. (1) Validity of sale To give effect to any such sale, the Board may authorize some
person to transfer the shares sold to the purchaser thereof.
(2) Purchaser to be registered holder The purchaser shall be registered as the holder of the shares
comprised in any such transfer.
19. Outsider’s lien not to affect Company’s lien The registered holder of shares may be treated as their
absolute owner by the Company in exercising its lien, and any
other equitable claim by another person shall not be
recognised by the company, except as ordered by a court of
competent jurisdiction or unless required by any statute.
20. Provisions as to lien to apply mutatis mutandis to The provisions of the Articles relating to lien shall mutatis
debentures, etc mutandis apply to any other securities including debentures of
the Company.
CALLS ON SHARES
21. (1) Board may make calls The Board may make calls upon the members in respect of
any monies unpaid on their shares, and not by the conditions
of allotment of such shares made payable at fixed times.
(2) Notice of call Provided that the Board shall not give the option or right to
call on shares to any person except with the sanction of the
440
Company in the General Meeting.
(3) Board may extend time for payment Each member shall pay to the Company at the time or times
(4) Revocation or postponement of call and place specified, the amount called on his shares. Provided
that there is at least fourteen days’ notice specifying the time
or times and place of payment.
The Board may extend the time fixed for the payment of any
call in respect of one or more members as it may deem
appropriate.
A call may be revoked or postponed at the discretion of the

Board.
22. Call to take effect from date of resolution A call shall be deemed to have been made at the time when
the resolution of the Board authorizing the call was passed.
23. Liability of joint holders of shares The joint holders of a share shall be jointly and severally
liable to pay all calls in respect thereof.
25. (1) Sums deemed to Any sum which by the terms of a share becomes payable at
be calls any fixed date shall be deemed to be a call duly made and
(2) Effect of non- payment of sums payable on the date on which by the terms of issue such sum
becomes payable.
In case of non-payment of such sum, all the relevant
provisions of these Articles as to payment of interest and
expenses, forfeiture or otherwise shall apply as if such sum
had become payable by virtue of a call duly made and
notified.
30. Provisions as to calls to apply mutatis mutandis The provisions of these Articles relating to calls shall mutatis
to debentures, etc. mutandis apply to any other securities including debentures of
the Company.
31. Capital paid in advance of calls at interest not to Where capital is paid in advance of calls on the footing that
earn dividend the same shall carry interest, such capital shall not, while
carrying interest, confer a right to participate in profits.
TRANSFER OF SHARES
32. Common form of transfer The Company shall use a common form of transfer. The
instrument of transfer shall be in writing and all the provisions
of Section 56 of the Act shall be duly complied with in respect
of all transfers of shares and their registration.
33. (1) Instrument of transfer to be executed by The instrument of transfer of any share in the Company shall
transferor and transferee be duly executed by or on behalf of both the transferor and
(2) transferee.
The transferor shall be deemed to remain a holder of the share

until the name of the transferee is entered in the register of
members in this respect.
34. Board may refuse to register transfer The Board may, subject to the right of appeal conferred by the
Act decline to register –
a) the transfer of a share, not being a fully paid, to a person
of whom they do not approve; or
b) Any transfer of shares on which the Company has a lien.
However, registration of a transfer shall not be refused on the
ground of the transferor being either alone or jointly with
other(s), indebted to the Company on any account whatsoever,
except where the Company has a lien on the shares being
transferred.
35. Board may decline to recognize instrument of In case of shares held in physical form, the Board may decline
transfer to recognize any instrument of transfer unless –
a) the instrument of transfer is duly executed and is in the
form as prescribed in the Rules made under the Act;
b) the instrument of transfer is accompanied by the
certificate of the shares to which it relates, and such other
evidence as the Board may reasonably require; and
c) The instrument of transfer is in respect of only one class
of shares.
37. Provisions as to transfer of shares to apply The provisions of these Articles relating to transfer of shares
mutatis mutandis to debentures, etc. shall mutatis mutandis apply to any other securities including
debentures of the Company.
37A Drag along rights in relation to the Express Notwithstanding anything contained in these Articles
Loans (including Part B and Part C):
441
the Pledgors jointly and severally undertake to create security
(including by way of pledge, hypothecation, mortgage, charge
or any other means) over the Pledged Shares in favour of the
Bond Trustee to secure all amounts payable in respect of, and
all obligations in relation to, the Bonds (“Pledge”);
the DR Shareholders jointly and severally grant drag-along
rights in respect of the DR Shares to the Bond Trustee as set
out in paragraph (c) below (“Drag along Rights”) and
undertake that they shall not sell, transfer, alienate, encumber,
create security over or otherwise dispose of create any interest
whatsoever in the DR Shares to or in favour of any person,
except as directed by the Bond Trustee (“NDU”) and agree to
deposit and deliver to their respective depository the requisite
forms and instructions and other such documents as may be
required to give effect to the non-disposal undertaking set out
under the Pledge Agreement; and
the Bond Trustee is entitled to, by issuing a drag-along notice
to the DR Shareholders, require the DR Shareholders to
sell/transfer the DR Shares to any purchaser identified by the
Bond Trustee; in each case, in the manner and on the terms set
out in the Pledge Agreement and the Bond Trust Deed.”
TRANSMISSION OF SHARES
38 Title to shares on death of a member On the death of a member, the survivor or survivors where the
member was a joint holder, and his nominee or nominees or
Estate of deceased member liable legal representatives where he was a sole holder, shall be the
only persons recognized by the Company as having any title
to his interest in the shares.
The above provision shall not release the estate of a deceased
joint holder from any liability in respect of any share which
had been jointly held by him with other persons.
39 (1) Transmission Clause Any person who becomes entitled to a share in consequence
of the death or insolvency of a member may, upon such
evidence being produced as may from time to time properly
(2) Board’s right unaffected be required by the Board elect, either – to be registered
himself as holder of the share; or to make such transfer of the
share as the deceased or insolvent member could have made.
In either case, the Board shall have the same right to decline
or suspend registration as it would have had, if the deceased
or insolvent member had transferred the share before his death
or insolvency.
40 (1) Right to election of holder of share Upon the person who so becomes entitled electing to be
(2) Manner of testifying election registered as holder of the share(s) himself, he shall a notice to
the Company in writing signed by him stating his choice.
A person electing to transfer the shares, shall testify his

election by executing a transfer of the share.
41 Claimant to be entitled to same advantage A person who becomes entitled to a share due to the death or
insolvency of the holder is entitled to the same dividends and
other advantages he would be entitled to if he were the
registered holder of the share, except that he shall not, be
entitled in respect of it to exercise any right conferred by
membership in relation to meetings of the Company before
being registered as a member in respect of the share.
Provided that the Board may give notice requiring such a
person to elect either registering himself or to transfer the
share. If the notice is not complied with in ninety days, the
Board may withhold payment of all dividends or other monies
payable in respect of the share, until the requirements of the
notice have been complied with.
42 Provisions as to transmission to apply mutatis The provisions of these Articles relating to transmission by
mutandis to debentures, etc. operation of law shall mutatis mutandis apply to any other
securities including debentures of the Company.
FORFEITURE OF SHARES
43 If call or installment not paid notice must be Upon the failure of a member to pay any call or any money
given due in respect of any share, on the day appointed for this
payment, the Board may, during such time as any part of the
442
call remains unpaid serve a notice on him requiring payment
of so much of the call as is unpaid, together with any interest
which may have accrued and all expenses that may have been
incurred by the Company by reason of such non-payment.
46 Receipt of part amount or grant of indulgence The company will not be prevented from enforcing a
not to affect forfeiture forfeiture of shares, by reason of receipt by the Company for a
portion of any money which may be due from any member in
respect of his shares, or any indulgence that may be granted
by the Company in respect of payment of any such money.
48 Effect of forfeiture The forfeiture of a share shall involve an extinction of all
interest in and all claims and demands against the Company,
in respect of the share and all other rights incidental to the
share.
50 (1) Members still liable to pay money owing at A person whose shares have been forfeited shall cease to be a
the time of forfeiture member in respect of the forfeited shares, but shall remain
(2) Member still liable to pay money owing at liable to pay to the Company all amounts which were payable
time of forfeiture and interest by him to the Company in respect of the shares.
(3) Cesser of liability
All such amounts payable shall be paid together with interest

at such rate determined by the Board, from the time of
forfeiture until payment or realization. The Board may
enforce the payment of the whole or any portion of the monies
due, without any allowance for the value of the shares at the
time of forfeiture or waive payment in whole or in part.
The liability of such person shall cease if and when the

Company receives payment in full of all such amounts in
respect of the shares.
52 Validity of sales Upon any sale after forfeiture or for enforcing a lien in
exercise of its powers, the Board may appoint a person to
execute an instrument for 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 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.
53 Cancellation of share certificate in respect of Upon any sale, re-allotment or other disposal under the
forfeited shares provisions of the preceding provisions, the certificate(s),
originally issued in respect of the relative shares shall (unless
the same on demand by the Company has been previously
surrendered to it by the defaulting member) stand cancelled
and become null and void and be of no effect, and the Board
shall be entitled to issue a duplicate certificate(s) in respect of
the said shares to the person(s) entitled thereto.
54 Surrender of share The Board may, subject to the provisions of the Act, accept a
certificates surrender of any share from or by any member desirous of
surrendering them on such terms as they think fit.
ALTERATION OF CAPITAL
58 Subject to the provisions of the Act, the Company may, by
ordinary resolution –
a) increase the share capital by such sum, to be divided into
Power to alter share capital shares of such amount as it thinks expedient;
b) consolidate and divide all or any of its share capital into
shares of larger amount than its existing shares:
Provided that any consolidation and division which
results in changes in the voting percentage of members
shall require applicable approvals under the Act;
c) convert all or any of its fully paid-up shares into stock,
and reconvert that stock into fully paid-up shares of any
denomination;
d) sub-divide its existing shares or any of them into shares
of smaller amount than is fixed by the memorandum;
e) Cancel any shares which, at the date of the passing of the
resolution, have not been taken or agreed to be taken by
any person.
59 Where shares are converted into stock:
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a) Shares may be converted into stock The holders of stock may transfer them, subject to the
Articles, the shares from which the stock arose might before
the conversion have been transferred, or as near thereto as
b) Right of stockholders circumstances admit:
Provided that the Board may fix the minimum amount of
stock transferable such that it does not exceed the nominal
amount of the shares from which the stock arose;
The holders of stock shall, according to the amount of stock
held by them, have the same rights, privileges and advantages
as regards dividends, voting at meetings of the Company, and
other matters, as if they held the shares from which the stock
arose; but other than participation in the dividends and profits
of the Company and in the assets on winding up, no such
privilege or advantage shall be conferred by an amount of
stock which would not, have otherwise conferred that
privilege or advantage.
60 Reduction of capital The Company may, by resolution as prescribed by the Act,

reduce in any manner and in accordance with the provisions
of the Act and the Rules,
(a) its share capital; and/or
(b) any capital redemption reserve account; and/or
(c) any securities premium account; and/or
(d) any other reserve in the nature of share capital.
61 Joint-Holders Where a minimum of two and a maximum of three persons
are registered as joint holders of any share, they shall be
deemed to hold the same as joint tenants with benefits of
survivorship, subject to the following and other provisions
contained in these Articles:
a) Liability of joint-holders: The joint-holders of any share
shall be liable severally as well as jointly for of all calls
or installments and other payments which ought to be
made in respect of such share;
b) Death of one or more joint-holders: On the death of any
one or more of such joint-holders, the survivor or
survivors shall be the only person or persons recognized
by the Company as having any title to the share but the
Directors may require such evidence of death as they
may deem fit.
d) Delivery of certificate and giving of notice to first named
holder: Only the person whose name stands first in the
register of members as one of the joint-holders of any
share shall be entitled to the delivery of a certificate,
relating to such share or to receive notice and any notice
served on or sent to such person shall be deemed service
on all the joint-holders.
e) Vote of joint holders: Any one of the two or more joint-
holders may vote at any meeting either personally or by
attorney or by proxy in respect of such shares as if he
were solely entitled to the same.
f) Provisions as to joint holders as to shares to apply
mutatis mutandis to debentures, etc: The provisions of
these Articles relating to joint holders of shares shall
mutatis mutandis apply to any other securities including
debentures of the Company registered in joint names.
CAPITALIZATION OF PROFIT
62 (1) Capitalisation The Company by ordinary resolution in general meeting may,
upon the recommendation of the Board, resolve —
a) That it is desirable to capitalize any part of the amount
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 set free for distribution in the manner
specified below amongst the members who would have
(2) Sum how applied been entitled to the sum, if distributed by way of
dividend and in the same proportions.
The above sum shall not be paid in cash but shall be applied,
444
subject to the provisions contained below, either in or
towards :
a) paying up any amounts for the time being unpaid on any
shares held by such members respectively
b) paying up in full, unissued shares or other securities of
the Company to be allotted and distributed, credited as
fully paid-up, to and amongst such members in the
proportions aforesaid
c) Partly in the way specified in sub-clause (a) and partly in
that specified in sub-clause (b).
63 (1) Powers of the Board for Capitalization Whenever such a resolution as above is passed, the Board
shall –
a) make all appropriations and applications of the amounts
resolved to be capitalised thereby, and all allotments and
issues of fully paid shares or other securities, if any; and
b) Generally do all acts and things required to give effect
thereto
BUY BACK OF SHARES
64 Buy-back of shares Notwithstanding anything contained in these Articles but
subject to all applicable provisions of the Act or any other law
for the time being in force, the Company may purchase its
own shares or other specified securities.
GENERAL- MEETING
65 Extraordinary general meeting All general meetings other than annual general meeting shall
be called extraordinary general meeting.
66 Powers of Board to call extraordinary general The Board may, whenever it thinks fit, call an extraordinary
meeting general meeting.
PROCEEDINGS AT GENERAL MEETINGS
67 (1) Presence of Quorum No business shall be transacted at any general meeting unless
(2) Business confined to election of Chairperson a quorum of members is present at the time when the meeting
whilst chair vacant proceeds to business.
(3) Quorum for general meeting No business shall be discussed or transacted at any general
meeting except election of Chairperson whilst the chair is
vacant.
The quorum for a general meeting shall be as provided in the

Act.
68 Chairperson of the The Chairperson of the Company shall preside as Chairperson
meetings at every general meeting of the Company.
69 Directors to elect a If there is no such Chairperson, or if he is not present within
Chairperson fifteen minutes after the time appointed for holding the
meeting, or is unwilling to act as chairperson of the meeting,
the directors present shall elect one of their members to be
Chairperson of the meeting.
71 Casting vote of Chairperson at general meeting On any business at any general meeting, in case of an equality
of votes, whether on a show of hands or electronically or on a
poll, the Chairperson shall have a second or casting vote.
72 Minutes of proceedings of meetings and The Company shall cause minutes of the proceedings of every
resolutions passed by postal ballot general meeting of any class of members or creditors and
every resolution passed by postal ballot to be prepared and
signed in such manner as may be prescribed by the Rules.
ADJOURNMENT OF MEETING
75 (1) Chairperson may adjourn the meeting The Chairperson may, suo -motu, adjourn the meeting from
(2) Business at time to time and from place to place.
adjourned meeting No business shall be transacted at any adjourned meeting
other than the business left unfinished at the meeting from
which the adjournment took place.
VOTING RIGHTS
76 Entitlement to vote on show of hands and on poll Subject to any rights or restrictions for the time being attached
to any class or classes of shares –
a) On a show of hands, every member present in person
shall have one vote; and
b) On a poll, the voting rights of members shall be in
proportion to his share in the paid-up equity share capital
445
of the company
77 Voting through A member may exercise his vote at a meeting by electronic
electronic means means in accordance with the Act and shall vote only once.
78 (1) Vote of Joint holders In the case of joint holders, the vote of the senior who tenders
a vote, whether in person or by proxy, shall be accepted to the
exclusion of the votes of the other joint holders.
82 Restriction on voting rights No member shall be entitled to vote at any general meeting
unless all calls or other sums presently payable by him in
respect of shares in the Company have been paid or in regard
to which the Company has exercised any right of lien.
83 Restriction on exercise of voting rights in other A member is not prohibited from exercising his voting on the
cases to be void ground that he has not held his share or other interest in the
Company for any specified period preceding the date on
which the vote is taken, or on any other ground not being a
ground set out in the preceding Article.
84 Equal rights of members Any member whose name is entered in the register of
members of the Company shall enjoy the same rights and be
subject to the same liabilities as all other members of the same
class.
PROXY
85 (1) Member may vote in person or otherwise Any member entitled to attend and vote at a general meeting
(2) Proxies when to be deposited may do so either personally or through his attorney or through
another person as a proxy on his behalf, for that meeting
The instrument appointing a proxy and the power-of-attorney

or other authority, under which it is signed 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,
and in default the instrument of proxy shall not be treated as
valid.
86 Form of Proxy An instrument appointing a proxy shall be in the form as
prescribed in the Rules.
BOARD OF DIRECTORS
88 Board of Directors Unless otherwise determined by the company in general
meeting, the number of directors shall not be less than
3(three) and shall not be more than 14(fourteen).
89 Same individual may be Chairperson and The same individual may, at the same time, be appointed as
Managing Director/ Chief Executive Officer the Chairperson of the company as well as the Managing
Director or Chief Executive Officer of the Company.
90 (1) Remuneration of director The remuneration of the directors shall, in so far as it consists
(2) Remuneration to require members consent of a monthly payment, be deemed to accrue from day-to-day.
(3) Travelling and other expenses The remuneration payable to the directors, including any
managing or whole-time director or manager, if any, shall be
determined in accordance with the provisions of the Act by an
ordinary resolution passed by the Company in general
meeting.
In addition to the remuneration payable to them in pursuance
of the Act, the directors may be paid all travelling, hotel and
other expenses properly incurred by them—
a) in attending and returning from meetings of the Board of
Directors or any committee thereof or general meetings
of the Company; or
b) In connection with the business of the Company
92 (1) Appointment of additional Subject to the provisions of the Act, the Board shall have
Directors power at any time, to appoint an additional director, provided
the number of the directors and additional directors together
(2) Duration of office of additional director shall not at any time exceed the maximum strength fixed for
the Board by the Articles.
Such person shall hold office only up to the date of the next
annual general meeting of the Company but shall be eligible
for appointment by the Company as a director at that meeting
subject to the provisions of the Act.
93 (1) Appointment of alternate director The Board may appoint an alternate director to act for a
director (hereinafter called “the Original Director”) during his
(2) Duration of office of alternate director absence for a period of not less than three months from India.
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A person shall be appointed as an alternate director for an
independent director only if he is qualified to be appointed as
an independent director under the provisions of the Act.
An alternate director shall not hold office for a period longer
than that permissible to the Original Director in whose place
he has been appointed and shall vacate the office if and when
the Original Director returns to India.
94 (1) Appointment of director to fill a casual If the office of any director appointed by the Company in
vacancy general meeting is vacated before his term of office expires in
(2) Duration of the normal course, the resulting casual vacancy may, be called
office of Director appointed to fill casual by the Board of Directors at a meeting of the Board.
vacancy The director so appointed 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.
POWER OF BOARD
95 General powers of the Company vested in The management of the business of the Company shall be
Board. vested in the Board and the Board may exercise all such
powers, and do all such acts and things, as the Company is
authorized to exercise and do, and, not hereby or by the
statute or otherwise directed or required to be exercised or
done by the Company in general meeting but subject
nevertheless to the provisions of the Act and other laws and of
the memorandum of association and these Articles and to any
regulations, not being inconsistent with the memorandum of
association and these Articles or the Act, from time to time
made by the Company in general meeting provided that no
such regulation shall invalidate any prior act of the Board
which would have been valid if such regulation had not been
made.
PROCEEDING OF THE BOARD
96 (1) When meeting to be convened The Board of Directors may meet for the conduct of business,
(2) Who may summon Board meeting adjourn and otherwise regulate its meetings, as it thinks fit.
(3) Quorum for Board meetings The Chairperson or any one Director with the previous
(4) Participation at Board meetings consent of the Chairperson may, or the company secretary on
the direction of the Chairperson shall, at any time, summon a
meeting of the Board.
The quorum for a Board meeting shall be as provided in the
Act.
The participation of directors in a meeting of the Board may

be either in person or through video conferencing or audio
visual means or teleconferencing, as may be prescribed by the
Rules or permitted under law.
97 (1) Questions at Board meeting how decided Save as otherwise expressly provided in the Act, questions
(2) Casting vote of Chairperson at Board arising at any meeting of the Board shall be decided by a
meeting majority of votes.
In case of an equality of votes, the Chairperson of the Board,

if any, shall have a second or casting vote.
99 (1) Who to preside at meetings of the Board The Chairperson of the Company shall be the Chairperson at
(2) Directors to elect a Chairperson meetings of the Board. In his absence, the Board may elect a
Chairperson of its meetings and determine the period for
which he is to hold of office.
If no such Chairperson is elected, or if at any meeting the
Chairperson is not present within fifteen minutes after the
time appointed for holding the meeting, the directors present
may choose one of their number to be Chairperson of the
meeting.
100 (1) Delegation of The Board may, subject to the provisions of the Act, delegate
Powers any of its powers to Committees consisting of such member or
(2) Committee to members of its body as it thinks fit.
conform to Board Any Committee so formed shall, in the exercise of the powers
regulations so delegated, conform to any regulations that may be imposed
(3) Participation on it by the Board.
at Committee meetings
The participation of directors in a meeting of the Committee
447
may be either in person or through video conferencing or
audio visual means or teleconferencing, as may be prescribed
by the Rules or permitted under law.
101 (1) Chairperson of A Committee may elect a Chairperson of its meetings unless
Committee the Board, while constituting a Committee, has appointed a
(2) Who to preside Chairperson of such Committee.
at meetings of If no such Chairperson is elected, or if at any meeting the
Committee Chairperson is not present within fifteen minutes after the
time appointed for holding the meeting, the members present
may choose one of their members to be Chairperson of the
meeting.
102 (1) Committee to meet A Committee may meet and adjourn as it thinks fit.
(2) Questions at Committee Meeting how
decided Questions arising at any meeting of a Committee shall be
determined by a majority of votes of the members present.
CHIEF EXECUTIVE OFFICER, MANAGER, COMPANY SECRETARY AND CHIEF FINANCIAL OFFICER
105 (a) Chief Executive Subject to the provisions of the Act,—
Officer, etc. The Board may appoint a chief executive officer, manager,
(b) Director may be chief executive officer, etc. company secretary and chief financial officer for such term, at
such remuneration and upon such conditions as it may think
fit. Any chief executive officer, manager, company secretary
and chief financial officer so appointed may be removed by a
resolution of the Board. The Board may appoint one or more
chief executive officers for its multiple businesses.
A director may be appointed as chief executive officer,
manager, company secretary or chief financial officer.
DIVIDEND AND RESERVE
109 Company in general meeting may declare The Company in general meeting may declare dividends, but
Dividends no dividend shall exceed the amount recommended by the
Board but the Company in general meeting may declare a
lesser dividend.
111 (1) Dividends only to be paid out of profits Before recommending any dividend, the Board may set aside
(2) Carry forward of profits such sums as it thinks fit as a reserve, out of the profits of the
Company, which shall be applied for any purpose to which
the profits of the Company may be properly applied.
The Board may also carry forward any profits which it may
consider necessary not to divide, without setting them aside as
a reserve.
112 (1) Division of profits All dividends shall be declared and paid according to the
amounts paid on the shares in respect of which the dividend is
(3) Dividends to be apportioned paid. If nothing is paid on any of the Company’s shares,
dividends may be declared and paid according to the amounts
of the shares.
All dividends shall be apportioned and paid proportionately to
the amounts paid or credited as paid on the shares during any
portion of the period in respect of which the dividend is paid.
113 (1) No member to receive dividend whilst The Board may deduct from any dividend payable to any
indebted to the Company. member all sums of money, if any, presently payable by him
(2) Retention of dividends to the Company on account of calls or otherwise in relation to
the shares of the Company.
The Board may retain dividends payable upon shares in

respect of which any person is, under the Transmission
Clause, entitled to become a member, until such person shall
become a member in respect of such shares.
116 No interest on dividends No dividend shall bear interest against the Company.
117 Waiver of dividends The waiver in whole or in part of any dividend on any share
by any document shall be effective only if such document is
signed by the member (or the person entitled to the share in
consequence of the death or bankruptcy of the holder) and
delivered to the Company and if the same is accepted as such
by the Board.
ACCOUNTS
118 (1) Inspection by The books of account and books and papers of the Company
Directors shall be open to the inspection of directors in accordance with
(2) Restriction on inspection by members the applicable provisions of the Act and the Rules.
448
No member, who is not a director, shall have any right of
inspecting any books of account or books and papers or
document of the Company except as conferred by law or
authorized by the Board.
WINDING UP
119 Winding up of Company Subject to the applicable provisions of the Act and the Rules
made thereunder –
a) If the Company shall be wound up, the liquidator may,
with the sanction of a special resolution of the Company
and any other sanction required by the Act, divide
amongst the members, in specie or kind, the whole or any
part of the assets of the Company.
b) For the above purpose, 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.
c) The liquidator may, with such a sanction, vest the whole
or any part of such assets in trustees upon such trusts for
the benefit of the contributories, but so that no member
shall be compelled to accept any shares or other
securities whereon there is any liability.
INDEMNITY AND INSURANCE
120. (a) Directors and Subject to the provisions of the Act, every director, managing
officers right to director, whole-time director, manager, company secretary
indemnity and other officer of the Company shall be indemnified by the
Company out of the funds of the Company, to pay all costs,
losses and expenses (including travelling expense) which they
may incur or become liable for by reason of any contract
(b) Insurance entered into or act done by them in their capacity as directors,
managers, company secretaries or officers or in any way in
the discharge of their duties in such capacity.
The Company may take and maintain any insurance as the
Board may think fit on behalf of its present directors and key
managerial personnel for indemnifying all or any of them
against any liability for acts in relation to the Company for
which they may be liable but have acted honestly and
reasonably.
GENERAL POWER
121 General Power Wherever in the Act, it has been provided that the Company
shall have any right, privilege or authority only if the
Company is so authorized by its articles, this Article
authorizes and empowers the Company to have such rights,
privileges or authorities as have been permitted by the Act,
without there being any specific Article in that behalf herein
provided.
122 Applicable law At any point of time from the date of adoption of these
Articles, if they come contrary to the provisions of the
Securities and Exchange Board of India (Listing Obligations
and Disclosure Requirements) Regulations, 2015 (the
“Regulations”), the provisions of the Regulations shall prevail
over the Articles to such extent.
Part B
DEFINITIONS AND INTERPRETATION
123 123.1. Subject to the requirements of the applicable Law,
in the event of any conflict between the provisions of Articles
1 to 122 (except Article 37A) and Articles 123 to 136
(Articles 123 to 136 being and are referred to as the
“Investment Amending Articles”), the provisions of the
Investment Amending Articles shall prevail and apply. The
provisions of the Investment Amending Articles shall be read
together with Article 37A and the Framework Articles.
123.2. Notwithstanding the provisions of Articles 1 to 122

(except Article 37A), the Company and the Shareholders shall
not be bound by, or subject to, any duties, obligations or
449
covenants under the Articles 1 to 122 (except Article 37A) to
the extent of any conflict of any manner with the Investment
Amending Articles.
123.3. Subject to Article 123.1, the plain meaning of the

Investment Amending Articles shall always be given effect to,
and no rules of harmonious construction shall be applied to
resolve conflicts between:
123.3.1 Articles 1 to 122 (except Article 37A) on the one

hand; and
123.3.2 The Investment Amending Articles, on the other.
123.4. Without limiting the generality of the foregoing, any

provision in Articles 1 to 122 that imposes any restriction,
requirement or obligation with respect to Transfer of Shares
or any other securities of the Company, or which requires a
Shareholder to vote in a certain manner, shall not be
applicable to the Investors. For avoidance of doubt, it is
clarified that the provisions of these Investment Amending
Articles shall be applicable to, and bind, all the Shareholders
of the Company and to the Company itself.
123.5. The Company and the Shareholders acknowledge

that Article 37A has been incorporated pursuant to the
provisions of the Promoter Loan Documents and the
provisions of the Investment Amending Articles shall not in
any manner adversely affect the operation of Article 37A.
123.6. In this Part B of these Articles, the following

capitalized words and expressions shall have the following
meanings:
“Act” means the Companies Act, 2013 and the Companies

Act, 1956 (to the extent applicable) together with the rules
thereunder, as may be amended, modified, supplemented or
re-enacted from time to time, as may be applicable.
“Affiliate” in relation to a Person:
(i) any entity Controlled, directly or indirectly, by that

Person , any entity that Controls, directly or indirectly, that
Person, any entity under common Control with that Person.
For the purpose of this definition, a holding company or
subsidiary of any entity shall be deemed to be an Affiliate of
that entity.
(ii) in the case of an individual, means his / her

Relatives, and any Person who is Controlled by such Relative.
Without limiting the generality of the foregoing, Affiliate in

relation to each of the Investors includes: (i) one or more
funds, collective investment schemes, trusts, partnerships,
special purpose or other vehicles, in which Investor is a
general or limited partner, significant shareholder, sponsor,
investment manager, investment advisor, settlor, member of a
management or investment committee or trustee; (ii) any one
or more general partner of the Investor; and (iii) any one or
more funds, collective investment schemes, trusts,
partnerships, special purpose or other vehicles in which any
general partners of the Investor is a general partner, limited
partner, sponsor, significant shareholder, investment manager,
investment advisor, settlor, member of a management or
investment committee or trustee, currently or in the future.
“Annual Business Plan” means the business plan of the
450
Company, for a Financial Year relating inter alia to the
Company’s revenue, borrowings, operating and capital
expenditure, profit and loss account, cash flows and balance
sheet as detailed in and in, and as per the format set out in
SCHEDULE 7 of the SHA.
“Applicable Law” includes all applicable statutes, enactments,

acts of legislature or Parliament, laws, ordinances, rules, bye-
laws, regulations, notifications, guidelines, policies,
directions, directives, orders, rulings or clarifications by any
Governmental, statutory authority, tribunal, board, court or
recognized stock exchange having the force of law.
“Applicable S&E Law” means all Applicable Laws, consents

and Approvals of applicable Governmental Authorities setting
standards / measures concerning environmental, social,
labour, health and safety or security risks, including of the
type specified in the ESAP Plan or imposing liability for the
breach thereof.
“Approvals” means any permit, permission, license, approval,

authorization, consent, clearance, waiver, no objection
certificate or other authorization of whatever nature and by
whatever name called, which is required to be granted by any
Person, including any Shareholder and Governmental
Authority.
“Approved D&O” means the director and officer liability

insurance obtained by the Company in accordance with the
terms of the SSA.
“Board” means the board of Directors of the Company, as

constituted from time to time.
“Business” means the business of manufacturing and

providing pipes & fittings, plumbing, irrigation and sewerage
technologies and equipment.
“Business Day” a day, not being a Saturday or a Sunday or a

public holiday in India, and the United States of America.
“CCPS” shall mean Series A compulsorily convertible

preference shares having face value of INR 100/- (Rupees
Hundred only) each.
“Chief EHS Officer” means an individual who has been

appointed by the Company on terms deemed appropriate by
the Company, with the prior approval of the Investors, to
undertake the duties set out in Clause 10.12 of the SHA.
“Closing” shall have the meaning ascribed to it in the SSA.
“Closing Date” shall have the meaning ascribed to it in the

SSA.
“Committee” means any committee or sub-committee

constituted by the Board or the Company, from time to time.
“Competitor” means the following: (i) Astral Polytechnik; (ii)

Supreme Industries Limited; (iii) Ashirwad Pipes Private
Limited; (iv) Finolex Industries Limited; (v) Shakti Pumps
(India) Limited; (vi) Concord Enviro Systems Private
Limited; (vii) Rishabh Instruments Private Limited; (viii)
Kalki Communication Technologies Private Limited; (ix)
ESDS Software Solution Private Limited; (x) Renew Power
Limited; and (xi) any other future portfolio companies of the
Investor 1 or any of its Affiliates, as the case maybe.
451
“Control” (including, with its correlative meanings,
“Controlled” or “Controlling” or “under common control
with”) means the possession, directly or indirectly, of the
power to control, direct or cause the direction of the
management or policies of a Person (including by reason of
the power to veto any business decision relating to operations
or management), whether (i) through ownership of 51% (fifty
one per cent) of voting shares where the controlled entity is an
unlisted entity and in case where the controlled entity is listed
entity through ownership of largest number of voting shares;
or (ii) by contract; or (iii) otherwise (and the term, “controlled
by”, “controlling” and “under common control with” shall be
construed accordingly).
“Deed of Adherence” means a deed of adherence in the form

set out in SCHEDULE 5 of the SHA.
“Director” means a director on the Board from time to time,

and includes an additional director and an alternate director.
“EBITDA” means the ebitda as per the audited financial

statements of the preceding Financial Year.
“Encumbered Shares” means the Pledged Shares and NDU

Shares.
“Encumbrance” means, without limitation, any mortgage,

pledge, equitable interest, assignment by way of security,
conditional sales contract, hypothecation, right of other
Persons, claim, security interest, encumbrance, title defect,
title retention agreement, voting trust agreement, interest,
option, lien, charge, commitment, restriction or limitation of
any nature whatsoever, including restriction on use, voting
rights, Transfer, receipt of income or exercise of any other
attribute of ownership, right of set-off, any arrangement (for
the purpose of, or which has the effect of, granting security),
or any other security interest of any kind whatsoever, or any
agreement, whether conditional or otherwise, to create any of
the same.
“Environmental Law” means any statutory law, regulation, or

other law and legally mandatory statutory guidance or
Applicable Laws in India relating to the environment,
pollution of the environment, human health or safety or the
welfare of any other living organism which applies to the
company concerned, its premises or its activities.
“EOD Warranties” means representations and warranties set

out in paragraphs a), b) and c) of Clause 15 of the SHA and
paragraph 9 (a), paragraph 11.1, paragraph 24, paragraph 25
and paragraph 14 (if there is an impact of more than INR
2,00,00,000 (Indian Rupees Two Crores) on an aggregate
basis in case of breach of the warranties specified in such
paragraph 14) of Part A - Schedule III of the SSA.
“Equity Shares” means the equity shares of the Company,

having a face value of INR 10 (Indian Rupees Ten) each.
“Equity Securities” means Equity Shares, membership

interests, or other ownership interests in the Company and any
options, warrants, convertible preference shares, convertible
debentures, foreign currency convertible bonds, share / stock
options, (whether or not vested), loans or other securities that
are directly or indirectly convertible into, or exercisable or
exchangeable for, Equity Shares, membership interests, or
other ownership interests in the Company (whether or not
452
such derivative securities are issued by the Company and
whether or not then currently convertible, exercisable or
exchangeable).
“ESAP Plan” means the plan made and mutually agreed

between the Investors and the Promoters and attached as
SCHEDULE 3 to the SHA, which sets out the specific
environmental, social, labour, health and safety or security
and environmental measures to be undertaken by the
Company and its Subsidiaries, to enable the Business of the
Company and Subsidiaries to be equipped, operated and
undertaken in compliance with the Performance Standards
and which will be revised in accordance with Clause 10.10
(ESAP Plan) and Clause 10.11 of the SHA.
“ESOP Scheme” means the employees’ stock option scheme

adopted by the Company vide its Board resolution dated
August 21, 2017.
“Extended IPO Date” has the same meaning as ascribed to it

under Article 130A.
“Financial Year” means the year commencing on the first day

of April and ending on the last day of March of the next
calendar year.
“Framework Articles” mean Articles 137 to 147.
“Fully Diluted Basis” means that the calculation is to be made

assuming that all outstanding Equity Securities (whether or
not by their terms then currently convertible, exercisable or
exchangeable), and all outstanding commitments to issue
Equity Shares, membership or ownership interests, at a future
date whether or not due to the occurrence of an event or
otherwise, have been so converted, exercised or exchanged, as
of the date with respect to which the calculation is being
made.
“General Meeting” means either an extra-ordinary general

meeting or an annual general meeting of the Company.
“Hazardous Substance” means any substance used for

conducting the Business of the Company or the Subsidiaries
that (i) is or contains asbestos, urea formaldehyde insulation,
polychlorinated biphenyls, petroleum or petroleum products,
radon gas, microbiological contamination or related materials,
or (ii) is defined, listed or identified as a ‘hazardous
substance’, ‘toxic substance’ or words similar import under
any Environmental Law.
“Governmental Authority” means any government, statutory

authority, any department, agency or instrumentality of any
government, any court, tribunal or arbitral tribunal, board and
the governing body of any securities exchange, recognised
stock exchange, any agency, commission, official or other
instrumentality.
“Independent Director” has the same meaning as ascribed to it
under the Act.
“Investment Framework Agreement” means the agreement

executed inter alia between the Company, Investors,
Promoters and IDBI Trusteeship Services Ltd. (on behalf of
the bond holders under the Promoter Loan Documents) as a
condition precedent under the SSA.
“Intellectual Property” means (i) all rights, title, and interest

under any Applicable Law or under common law including
453
patent rights; copyrights including moral rights; and any
similar rights in respect of intellectual property, anywhere in
the world, whether registrable or not; (ii) any licenses,
permissions and grants in connection therewith; (iii)
applications for any of the foregoing and the right to apply for
them in any part of the world; (iv) right to obtain and hold
appropriate registrations in intellectual property anywhere in
the world; (v) all extensions and renewals thereof; and (vi)
causes of action in the past, present or future, related thereto
including the rights to damages and profits, due or accrued,
arising out of past, present or future infringements or
violations thereof and the right to sue for and recover the
same.
“Investor Securities” means any and all Equity Securities, as

may be held by the Investors in the Company, from time to
time.
“Investor(s)” means South Asia Growth Funds II Holdings

LLC and South Asia EBT Trust.
“Investor CCPS” means 596,500 (Five Lakh Ninety Six

Thousand Five Hundred) compulsory convertible preference
shares.
“IPO” means initial public offering of the Equity Shares and

listing of the Equity Shares on the Stock Exchanges as per the
provisions of the SHA wherein the Offer for Sale component
is of such a size that is sufficient (net of applicable taxes), in
the sole opinion of the Investors, for the Promoters to
participate in and consequently, repay the entire outstanding
amounts payable by the Promoters under the Promoter Loan
Documents.
“Key Managerial Personnel” means for the sole purpose of

this Agreement Jayant Chheda, Parag Chheda, Vipul Chheda,
Heena Chheda, Nihar Chheda, and any persons who are
designated as the chief executive officer, chief financial
officer and the company secretary of the Company.
“Liquidity Event” means, in relation to the Company, (i) any

sale of 50% (fifty percent) or more of its assets; and/or (ii) a
sale of 50% (fifty percent) or more of the outstanding Equity
Securities (on a Fully Diluted Basis); and/or (iii) entering into
any transaction or a series of transactions, including entering
into any consolidation, merger, amalgamation, demerger or
any arrangement with the Shareholders or creditors of the
Company in which (a) the Company’s Shareholders prior to
such transaction(s) do not retain more than 50% (fifty percent)
of the voting power of the Company or 50% (fifty percent) of
the outstanding Securities (on a Fully Diluted Basis) of the
Company after such transaction or (b) where such transactions
result in a change of Control; and/or (iv) winding
up/liquidation of the Company in accordance with the Act; or
(v) any combination thereof. Provided that if the action
referred to in (ii) above is undertaken between the Promoters
inter se, then such actions shall not be deemed to be a
“Liquidity Event”.
“Memorandum” means the memorandum of association of the

Company.
“NDU Shares” means the Equity Shares owned and held by

the Promoters in the Company over which Encumbrance in
the form of a non-disposal undertaking and/or drag right is
created under the Promoter Loan Documents and any other
arrangements (whether oral or written) constituting 16%
454
(sixteen percent) of the Share Capital of the Company on a
Fully Diluted Basis.
“Offer for Sale” means an offer for sale of specified securities

to the public by any existing shareholder(s) of such securities
as a part of an initial public offer, as understood under
provisions of the Securities and Exchange Board of India
(Issue of Capital and Disclosure Requirements) Regulations,
2018.
“Performance Standards” means International Finance

Corporation’s Performance Standards on Social and
Environmental Sustainability, dated January 1, 2012, copies
of which have been delivered to and receipt of which has been
acknowledged by the Company and the Promoters.
“Person” includes any natural person, limited or unlimited

liability company, corporation, partnership (whether limited
or unlimited), proprietorship, Hindu undivided family, estate,
trust, union, association (whether incorporated or not), and
any Governmental Authority.
“Pledged Shares” means the Equity Shares of the Company

pledged by the Promoters under the Promoter Loan
Documents and any other arrangements (whether oral or
written) constituting 35% (thirty five percent) of the Share
Capital of the Company on a Fully Diluted Basis.
“Post Money Valuation” means the valuation of the Company

post the completion of the investment by the Investors under
the SSA amounting to INR 1706,17,70,000.
“Promoters” means Mr. Jayant Shamji Chheda, Mrs. Tarla

Jayant Chheda, Mr. Parag Jayant Chheda, Mr. Vipul Jayant
Chheda and Mrs. Heena Parag Chheda.
“Promoter Loan Documents” means the Bond Trust Deed

dated March 30, 2019 executed inter alia, between Express
Infra Projects LLP, IDBI Trusteeship Services Ltd. (on behalf
of the bond holders) and certain Promoters and all other
ancillary documents and security documents (including the
pledge agreement dated March 30, 2019 executed inter alia
between IDBI Trusteeship Services Ltd. and Promoters)
executed in relation thereto.
“Proposed IPO” means the IPO proposed to be undertaken by

the Company pursuant to the filing of the draft red herring
prospectus dated October 15, 2018 (including any addendum
or corrigendum to it) filed with the Securities Exchange and
Board of India.
“Proposed IPO Date” has the same meaning as ascribed to it

under Article 130. A. (t).
“QIPO/Qualified IPO” means the IPO that is undertaken

pursuant to the requirements set out in Article 132 (Qualified
Initial Public Offering).
“Related Party” has the meaning ascribed to it under the Act.
“Relative” has the meaning ascribed to it under the Act.
“Share Capital” shall mean the issued and fully paid-up equity
share capital of Company, on a Fully Diluted Basis.
“Shareholders” means the holder from time to time of the

Equity Securities of the Company, and Shareholding shall
455
have the correlative meaning.
“SHA” means the shareholders’ agreement dated November

20, 2019 entered into by and between the Company, the
Promoters and the Investors, as may be amended or restated
from time to time and shall include all the schedules to the
shareholders’ agreement.
“South Asia EBT Trust” shall mean South Asia EBT Trust, a
trust established under the laws of India and having its office
at 5, Kamu Villa, Khotwadi, Sir Phiroz Shah Mehta Road
Santacruz West, Mumbai 400054, India and through its
trustee being Orbis Capital Limited, having its registered
office address at Orbis Capital Limited, 4A, Ocus
Technopolis, Golf Club Road, Sector 54, Gurugram – 122
002.
“South Asia Growth Funds II Holdings LLC” shall mean

South Asia Growth Fund II Holdings LLC, a limited liability
company organized under the laws of the State of Delaware,
United States of America and having its office at 4800
Montgomery Lane, Suite 450, Bethesda, MD 20814.
“SSA” means the share subscription agreement dated

November 20, 2019 entered into by and between the
Investors, Promoters and the Company.
“Stock Exchange” means the Bombay Stock Exchange and

the National Stock Exchange of India Limited.
“Subscription Amount” means the total consideration

provided by the Investors to subscribe to the Investor CCPS,
being INR 106,17,70,000 (Indian Rupees One Hundred and
Six Crores Seventeen Lakhs and Seventy Thousand only).
“Subsidiaries” means the subsidiary/subsidiaries of the

Company, from time to time, in accordance with the
provisions of the Act.
“Transaction Documents” means:
(a) the SHA;

(b) the SSA;
(c) the Investment Amending Articles;
(d) the ESAP Plan;
(e) the Investment Framework Agreement;
(f) any other agreement that the Company, the
Promoters and the Investors may mutually agree to classify as
a Transaction Document.
“Third Party” means any Person that is not a signatory to the
SHA.
“Third Party Funding” means any funds raised by the

Company from a Third Party for at least INR 200,00,00,000
(Indian Rupees Two Hundred Crores) in accordance with the
Transaction Documents, wherein the fund raise is undertaken
at a valuation that is higher than the Post Money Valuation.
“Transfer” (including the terms “Transferred by”,

“Transferring” and “Transferability”) means to directly or
indirectly transfer, sell, assign, exchange, gift, dispose off in
any manner, or subject to any Encumbrance, whether or not
voluntarily, and whether by operation of law or otherwise.
123.7. Unless the context otherwise requires, capitalized

terms used but not defined in Part B of these Articles will
have the meaning given to them in Part A of these Articles
456
BOARD, MANAGEMENT AND RELATED MATTERS
124 124.1 Board of Directors Board of Directors
124.2 Board Meetings 124.1.1 Composition and size of the Board. The Board shall,
124.3 Shareholders’ Meetings unless otherwise agreed to by the Company, the Promoters
and the Investors or unless the size of the Board is required to
be increased pursuant to the Promoter Loan Documents,
consist of not more than 10 (ten)Directors, and the
composition of the Board shall be as follows: (a) the Investors
shall have the right (and not the obligation) to nominate up to
1 (one) Director, so long as that the Investors directly or
indirectly hold at least 5% (five percent) of the total share
capital of the Company on a Fully Diluted Basis (“Investor
Nominee Director(s)”); (b) the Promoters shall collectively
have the right to nominate up to 5 (five) Directors (“Promoter
Nominee Director(s)”); and (c) subject to Clause 4 (Reserved
Matters), up to 5 (five) Independent Directors shall be
nominated in accordance with the provisions of the Act. The
Investor Nominee Directors and the Promoter Nominee
Directors shall collectively be referred as “Nominee
Directors”, and individually as “Nominee Director”. It is
specifically agreed that for determining the 5% (five percent)
threshold mentioned herein above in this Article 124.1.1., the
shareholding of the Investors, the Investor’s Affiliates and any
other Shareholder who has been introduced by the Investors,
(provided that such other Shareholder has agreed to exercise
their rights jointly with the Investors as a single block) shall
be taken into account, collectively. The Investor Nominee
Director nominated by the Investors shall discontinue to be a
Nominee Director in the event (i) the Investors cease to hold
at least 5% (five percent) of the total share capital of the
Company on a Fully Diluted Basis; and (ii) upon receipt by
the Investors of a written notice from the Company requiring
the Investor Nominee Director to vacate his / her seat. The
Nominee Director nominated by the Investors shall cease to
be a Nominee Director upon the appointment of the Observer
as provided in Article 124.1.2 below and it is clarified that
simultaneously with the appointment of the Observer, the
Nominee Director nominated by the Investors, if any shall
resign from the position of Nominee Director upon receipt by
the Investors of a written notice from the Company requiring
the Investor Nominee Director to vacate his / her seat. For
avoidance of doubt, it is clarified that subject to the Investors
holding at least 5% (five percent) of the total share capital of
the Company on a Fully Diluted Basis, if the Observer resigns
or is removed by the Investor, then the Investors shall have a
right (but not an obligation) to appoint an Investor Nominee
Director to the Board.
124.1.2 Observer. Irrespective of the extent of the Investors

shareholding in the Company on a Fully Diluted Basis, the
Investors shall have: (a) the right to nominate 1 (one) observer
on the Board and on all Committees (“Observer”), and (b)
seek removal or replacement of the respective Observer
nominated by it by providing a written notice to the Board.
Each Observer shall have the right to receive all relevant
notices, documents and information provided to the members
of the Board and Committees and shall be entitled to attend all
meetings of the Board and Committees. However, the
Observer shall not be entitled to vote with respect to any
resolution proposed to be passed at a meeting of the Board or
the Committees. For avoidance of doubt, it is clarified that if
the Investors hold more than 5% (five percent) of the total
share capital of the Company on a Fully Diluted Basis then
the Investors shall have the right to either appoint the Investor
Nominee Director under Article 124.1.1 above or appoint an
Observer under this Article 124.1.2.
457
124.1.3 Removal of Nominee Directors. (a) The Investors
shall be entitled to appoint and remove the Investor Nominee
Director by providing a written notice to the Board. Each
Shareholder shall exercise their rights and take all such
actions as may be needed to ensure the appointment and
removal of the individuals nominated as aforesaid. (b) Except
in respect of this Article 124.1.3 (a) and in case of any
disqualification of the relevant Director under Applicable
Laws, the Company and the Shareholders shall not have the
right to remove any Investor Nominee Director and any
Promoter Nominee Director. The Company, the Promoters
and the Investors hereby agree that, subject to Article 125
(Reserved Matters) the removal of Independent Directors
shall be in accordance with the provisions of the Act.
124.1.4 Replacement and Vacancy. Subject to Article

124.1.8, in the event of resignation, retirement or vacation of
office of a Director for any reason whatsoever, the Party
nominating such Director shall be entitled to nominate another
Director in place of such outgoing Director by way of
providing a written notice to the Board within 7 (seven)
Business Days of such resignation, retirement or vacation.
Within 10 (ten) Business Days from the date of receipt the
said notice, all the Company, the Promoters and the Investors
shall forthwith exercise all their rights and take all such
actions as may be needed to ensure the appointment of the
individual nominated as aforesaid. In the event there is a
vacancy on the Board and an individual has been designated
to fill such vacancy, the first order of business in the Board
meeting immediately held after the vacancy is created shall be
to fill such vacancy. In the event the Independent Director is
removed in accordance with the provision of the Act and the
SHA and/or the office of Independent Director falls vacant for
any reason whatsoever, another Independent Director shall be
appointed in accordance with sub-clause (c) of Article 124.1.1
(Composition and Size of the Board).
124.1.5 Chairman. Each meeting of the Board shall be

chaired by a Director, nominated by the Board through a
simple majority at the beginning of every meeting of the
Board. The chairman shall not have a casting vote, to resolve
a deadlock in voting. English shall be the language used at all
Board meetings.
124.1.6 Committees of the Board. Subject to Applicable

Laws, the Investors shall have the right to nominate either the
Observer or the Investor Nominee Director on all Committees
of the Board and accordingly, the rights of the Investors under
Article 124.1.1 (Composition and Size of the Board), Article
124.1.2 (Observer) and the provisions of Article 124.2.5
(Quorum) shall apply mutatis mutandis in relation to any
Committees of the Board as well.
124.1.7 Alternate Directors. Subject to Article 124.1.8, any

Party having the right to nominate a Director shall have the
right to nominate an alternate Director in place of such
Nominee Director in accordance with the provisions of the
Act. The Company and the Shareholders shall take all steps
necessary to secure the appointment of the alternate Director.
The alternate Director so appointed shall be entitled to attend
the meetings of the Board, exercise all the rights of the
Nominee Director in whose place he is appointed as an
alternate, and vote in the event the Nominee Director is
unable to attend any meeting of the Board.
124.1.8 Notwithstanding anything contained in the SHA and

these Articles, Jayant Chheda, Parag Chheda, Vipul Chheda,
458
Heena Chheda, shall be the whole time directors of the
Company (“WTD”) and responsible for the day to day
management of the Company and such Promoter Nominee
Director shall not resign or vacate their respective seat on the
Board without the prior written consent of the Investors,
which consent, subject to the provisions of this Article
124.1.8, cannot be unreasonably withheld. Provided that in
case of resignation of such WTD, at least 2 Promoter
Nominee Directors shall continue to remain on the Board as
executive Directors and shall be responsible for the day to day
management of the Company.
124.1.9 Subject to Applicable Laws, the Company, the

Promoters and the Investors expressly agree and undertake
that the Investor Nominee Director (and/or their respective
alternate director, as the case may be) shall be a non-executive
Director and shall not be responsible for the day to day
management or affairs of the Company and shall not be liable
for any default or failure of the Company in complying with
the provisions of any Applicable Laws (including, but not
limited to, the Act).
124.1.10 The Company and the Promoters further agree and

undertake that they shall not identify or designate the Investor
Nominee Director (or their alternate director) or the Observer,
with the responsibility of complying with any Applicable
Law, or as occupiers of any premises used or occupied by the
Company or as “officer in default” or as an employer under
any Applicable Law. The WTD and any other employee or
executive Director of the Company as may be decided by the
Board, will always be considered and designated as
“occupiers” under Applicable Laws and in respect of any
filings required to be made and Approvals required to be
obtained by the Company under such Applicable Laws.
124.1.11 The Company shall indemnify, to the extent

permissible under Applicable Laws, the Investor Nominee
Directors (and their alternate director), the Observer and the
Independent Directors against:
(a) any act, omission or conduct of or by the Board, any

of its Committees, the Company, or their employees or agents
as a result of which, in whole or in part, such Director is made
a party to, or otherwise incurs any loss pursuant to, any action,
suit, claim or proceeding arising out of or relating to any such
conduct; or
(b) any action or failure to act as may be required by
such Director at the request of or with the consent of the
Company or for any bona fide actions or omission by such
Directors; or
(c) contravention of any Applicable Law, including, but
not limited to, laws relating to factories, establishments,
provident fund, gratuity, labour, environment and pollution,
and any action or proceedings taken against such Director in
connection with any such contravention or alleged
contravention.
However, the aggregate liability of the Company for any

claim of the Investor Nominee Directors (and their Alternate
Director), the Observer and the Independent Directors relating
to any event in Article 124.1.11 above shall not exceed an
amount aggregating the amount for which the Company
maintains a directors’ and officers’ liability insurance for such
Director.
124.1.12 Directors and Officers Liability Insurance. The

Company shall maintain a directors’ and officers’ liability
459
insurance for the Investor Nominee Directors on its Board for
an amount and on such terms and conditions that is not less
than the amount specified in the Approved D&O and on terms
not less favourable than those specified in Approved D&O.
124.2 Board Meetings.
124.2.1 Number of Board meetings. Subject to Applicable

Laws, the Board shall meet at least once every quarter and at
least four times a year. A Board meeting may also be held by
audio-visual means or video conferencing in accordance with
the provisions of the Act.
124.2.2 Convening meetings of the Board. Subject to the

provisions of the Act, the company secretary of the Company
may, at the instruction of any Director or the Observer,
summon a meeting of the Board or the Committee, in
accordance with the notice and other requirements set out in
Article 124.2.3 (Notice for Board Meetings).
124.2.3 Notice for Board meetings. Subject to Applicable

Law, at least 7 (seven) Business Days prior written notice
shall be given to each of the Directors/ Observers of any
meeting of the Board or its Committees. Subject to the
provisions of the Act, a meeting of the Board or a Committee
may be held at shorter notice with the written consent (which
may be intimated by letter or e-mail with receipt
acknowledged) of majority of the Directors which shall at all
times include the consent of the Investor Nominee Director
which shall not be unreasonably withheld by the Investor
Nominee Director, (provided such office is not vacated for
any reason whatsoever).
124.2.4 Contents of the Notice. Every notice convening a

meeting of the Board shall include the draft resolutions, and
shall set forth in full and sufficient detail the agenda/ business
to be transacted thereat. Subject to Article 125 (Reserved
Matters) below which requires prior consent of the Investors
for matters specified therein, no agenda/ business which is not
mentioned in the notice shall be transacted at a Board
meeting, unless the same has been approved by the Investor
Director. The draft resolutions and other documents for all
matters to be considered at the Board meeting must be sent to
all the Directors and the Observer along with the notice for
the Board meeting at the respective email addresses of the
Directors and Observers as may be provided to the Company
from time to time.
124.2.5 Quorum. The quorum for all meetings of the Board

shall be 1/3rd (one-third) of the total strength of the Board and
shall require the presence of the Investor Nominee Director, if
appointed and provided the office is not vacant for any reason
whatsoever (unless waived by him/ her in writing in respect of
himself / herself). If the quorum is not present within half an
hour of the scheduled time of the meeting (“Initial Meeting”),
the meeting shall stand adjourned to the same day, location
and time after the expiry of 1 (one) week from the Initial
Meeting (“Adjourned Meeting”). If such day is not a Business
Day, the meeting shall be held on the next Business Day.In
the event of there is no quorum present even at the Adjourned
Meeting, then subject to compliance with the provisions of the
Act and subject to the provisions of Article 125 (Reserved
Matters), the Directors present at such meeting shall constitute
valid quorum. The agenda for the Adjourned Meeting shall be
the same as that of the Initial Meeting. Matters which are not
specifically defined and stated in the agenda for the Initial
Meeting shall in no event be taken up for discussion or
approved at the Adjourned Meeting.
460
For the avoidance of doubt, no business concerning any of the
Reserved Matters shall be approved at any Initial Meeting or
any Adjourned Meeting unless the same has been approved in
writing by the Investors.
124.2.6 Decisions of the Board. Subject to Article 125

below (Reserved Matters), a decision shall be said to have
been made and/or a resolution passed at a Board meeting only
if:(i) it is a validly constituted Board meeting, and (ii) if such
decisions are approved by a majority of the Directors present
and voting at such Board meeting.
124.2.7 Circular Resolutions. Subject to Article 125

(Reserved Matters) below, no resolution shall be deemed to
have been duly passed by a Board or a Committee thereof by
circulation or written consent, unless the resolution has been
circulated in draft, together with the information required to
make a fully-informed decision with respect to such
resolution, to all the Directors (irrespective of whether they
are present in India) and Observers, or to all members of the
relevant Committee, as the case may be, at their usual address,
whether in India or outside, and has been approved by a
majority of the Directors/ members (as the case may be) who
are entitled to vote on the same. All written/ circular
resolutions passed as aforesaid shall be as valid and effectual
as if it had been a resolution passed at a meeting of Directors
duly convened and held.
124.2.8 The payment of compensation and sitting fees and

reimbursement of reasonable travel and boarding expenses
incurred by the Independent Directors in attending Board
meetings of the Company shall be borne by the Company.
124.3 Shareholders’ Meetings.
124.3.1 Meetings. The Company shall, in each year, hold

such number of Shareholders’ meetings as required under the
Act. Subject to the provisions of the Act, the company
secretary of the Company may, at the instruction of the
Investors, summon a General Meeting of the Company, in
accordance with the notice and other requirements set out in
Article 124.3.
124.3.2 Notice. A general meeting of the Shareholders shall

be convened by serving at least 21 (Twenty One) days written
notice to all the Shareholders whose names appear on the
register of members of the Company. Provided that, a general
meeting may be convened at a shorter notice with the prior
written consent of the Investors and the requisite number of
Shareholders as required under the Act.
124.3.3 Contents of the notice. The notice to Shareholders

shall specify the place, date and time of the Shareholders’
meeting. Every notice convening a meeting of the
Shareholders shall include the draft resolutions and shall set
forth in full and sufficient detail the business to be transacted
thereat. Subject to Article 125 (Reserved Matters) below, no
agenda/ business which is not mentioned in the notice shall be
transacted at a Shareholders’ meeting.
124.3.4 Chairman for Shareholders’ meetings. The chairman

of a Shareholders’ meeting of the Company shall not have any
casting vote. The chairman of the Board for the immediately
preceding Board meeting shall be the chairman for all
Shareholders’ meetings. English shall be the language used at
all Shareholders’ meetings.
461
124.3.5 Proxies. Any Shareholder may appoint another
Person as its proxy (and in case of a corporate Shareholder, an
authorized representative) to attend a meeting and vote thereat
on such Shareholder’s behalf, provided that the power given
to such proxy must be in writing. Any Person possessing a
proxy or other such written authorization with respect to any
Equity Securities shall be able to vote on such Equity
Securities and participate in meetings as if such Person were a
Shareholder, subject to the Applicable Law.
124.3.6 Quorum. The quorum for a meeting of the

Shareholders shall be in accordance with the provisions of the
Act and shall require the presence of the authorized
representative of the Investors (unless waived by him/ her in
writing in respect of himself / herself). If on the date of a
Shareholders’ meeting (“Initial Shareholders’ Meeting”), a
valid quorum is not present, the said meeting shall
automatically stand adjourned to the same day and time and at
the same venue in the following week (“Adjourned
Shareholders’ Meeting”). If such a day is not a Business Day,
the meeting shall be held on the next Business Day. In the
event of there is no quorum present even at the Adjourned
Shareholders’ Meeting, then subject to compliance with the
provisions of the Act and subject to the provisions of Article
125 (Reserved Matters), the Shareholders present at such
meeting shall constitute valid quorum. The agenda for the
Adjourned Shareholders’ Meeting shall be the same as that of
the Initial Shareholders’ Meeting. Matters which are not
specifically defined and stated in the agenda for the Initial
Shareholders’ Meeting shall in no event be taken up for
discussion or approved at the Adjourned Shareholders’
Meeting.
For the avoidance of doubt, no business concerning any of the

Reserved Matters shall be approved at any Initial
Shareholders’ Meeting or any Adjourned Shareholders’
Meeting unless the same has been approved in writing by the
Investors.
124.3.7 Decision by Shareholders. Subject to Article 125

(Reserved Matters) below, any matter raised at a
Shareholders’ meeting of the Company shall be considered to
have been approved only when voting requirements
prescribed under the Act have been met with.
RESERVED MATTERS
125 Reserved Matters Notwithstanding anything contained in these Articles, so long
as the Investors holds at least 5% (five percent) of the total
shareholding of the Company on a Fully Diluted Basis, none
of the matters set out in Part I and Part II of ANNEXURE 1
(the “Reserved Matters”) shall be approved or undertaken by
the Company, either by way of Board’s approval or
Committee’s approval or at any Shareholder Meeting, without
having received the prior written consent of the Investors in
the manner set out in these Investment Amending Articles.
Provided that if the Investors holds less than 5% (five percent)

of the total shareholding of the Company on a Fully Diluted
Basis, none of the matters set out in Part II of ANENXURE 1
shall be approved or undertaken by the Company, either by
way of Board’s approval or Committee’s approval or
Shareholder’s approval, without having received the prior
written consent of the Investors in the manner set out in these
Investment Amending Articles.
It is specifically agreed that for determining the 5% (five

percent) threshold mentioned herein above in this Article 125,
the shareholding of the Investors, the Investors’ Affiliates and
462
any other Shareholder who has been introduced by the
Investors, (provided that such other Shareholder has agreed to
exercise their rights jointly with the Investors as a single
block) shall be taken into account.
Notwithstanding any other provision of these Investment

Amending Articles, the Company, the Promoters and the
Investors agree that the any decision on Reserved Matters as
provided under this Article 125 read with ANNEXURE 1 on
behalf of the Investors and their respective Affiliates (if such
Affiliates hold any Securities in the Company) shall be
communicated by either of the Investors and their respective
Affiliates (if such Affiliates hold any Securities in the
Company) and any such communication / decision received
by the Company from either of the Investors and their
respective Affiliates (if such Affiliates hold any Securities in
the Company) shall be deemed to have been received for and
on behalf of, and shall be binding on all Investors and their
respective Affiliates (if such Affiliates hold any Securities in
the Company).
Further, in the event a Third Party Funding is proposed to be

undertaken by the Company, the Investors hereby agree to
extend in good faith, cooperation and assistance required
(including entering into any supporting documents) to provide
for and agree with the Third Party investor providing such
Third Party Funding, to a suitable mechanism to jointly
exercise the Reserved Matters set out herein.
TRANSFER BY INVESTORS
126 Transfer by Investors 126.1 General. The Investors shall not Transfer any of the
Equity Securities held by it, except in accordance with these
Articles. The Promoters and the Investors shall do every act,
deed or thing as may be necessary (including causing their
nominees to exercise their voting rights as Directors of the
Company) to prevent any such transfer which is not in
accordance with this Agreement from being given effect to.
126.2 Subject to Article 126.3 (Investor Lock-in), Article

126.5 (Transfer to Competitors) and execution of the Deed of
Adherence, the Investors shall have the right to freely
Transfer their Equity Securities along with any and all rights
and entitlements provided to the Investors under this
Agreement or otherwise to any Person, without the prior
written consent of any of the Promoters or any Shareholders
of the Company.
126.3 Investor Lock-in.
The Investors shall not Transfer any of the Equity Securities

held by them till December 31, 2020 (“Investor Lock-In”),
other than the Transfers permitted under Article 126.4
(Permitted Transfers).
126.4 Permitted Transfers. Notwithstanding anything

contained in Article 126.3 above (but subject to Applicable
Laws) the Investors may, at any time: (i) Transfer all or any
of the Equity Securities held by the Investors to any of their
respective Affiliates along with any and all rights and
entitlements provided to the Investors under the SHA or
otherwise; (ii) subject to Article 126.4 below, Transfer all or
any of the Equity Securities held by the Investors to any
Person (including a Competitor) upon the occurrence of an
Event of Default which is not cured within the Cure Period
under Article 134.3 (Consequences of an Event of Default).
For avoidance of doubt, it is clarified that upon expiry of the
Investor Lock-In, the Investors shall, subject to Article 126.3,
have the right to freely Transfer their Equity Securities along
463
with any and all rights and entitlements provided to the
Investors under the SHA or otherwise to any Person, without
the prior written consent of any of the Promoters or any
Shareholders of the Company,
126.5 Transfer to Competitor. Upon occurrence of: (i) an

Event of Default which is not cured within the Cure Period
under Article 134.3 (Consequences of an Event of Default);
(ii) No Liquidity Event; and/or (iii) listing of the Equity
Shares of the Company in accordance with the provisions of
the SHA, an Investor shall have the right to Transfer its
Equity Securities to a Competitor (in addition to the Investor’s
right to transfer its Equity Securities to any other Person)
subject to the following:
126.5.1 The transferring Investor shall issue a notice to the

Promoters setting out its intent to Transfer up to all its Equity
Securities in the Company to a Competitor and the time
period within which it intends to complete the proposed
Transfer (“Competitor Sale Notice”). Within 15 (fifteen) days
from the receipt of the Competitor Sale Notice, the Promoters
shall have the right but not the obligation to make an offer to
purchase all (but not part) of the Equity Securities offered to
be sold by the Investors by responding to the Competitor Sale
Notice (“Promoter Response Notice”), setting out the price
and terms offered by the Promoters for the purchase of all of
the Equity Securities proposed to be Transferred by the
Investors. If such price and terms is acceptable to the
Investors, then the Investors shall within 10 (ten) days from
the date of receiving the Promoter Response Notice, either: (a)
confirm to the Promoters their intent to Transfer the Equity
Securities in the Company to the Promoters or (b) if the price
is unacceptable to the Investors, confirm to the Promoters that
the Investors intend to Transfer the Equity Securities to a
Competitor). Any such Sale to a Competitor in accordance
with this Clause shall be at a price which shall be atleast 10%
(ten percent) higher than the price offered by the Promoters in
the Promoter Response Notice.
126.5.2 If the Promoters intend to raise third party financing

to purchase the Equity Securities of the Investors pursuant to
this Article 126.5, the Investors agree to give their written
consent for creation of Encumbrance over the Equity
Securities held by the Promoters to secure such third party
financing, provided that the Encumbrance shall be created
simultaneously with the consummation of the Transfer of the
Equity Securities held by the Investors to the Promoters
pursuant to this Article 126.5.
126.6 The Company and the Promoters agree and

acknowledge that the Investors shall not at any point of time
be required to Encumber the Equity Securities held by the
Investors in favour of any Person including the lenders of the
Company.
126.7 Subject to clause 17.7.3 of the SHA, the Company,

the Promoters and the Investors hereby agree that by
execution of the Deed of Adherence by the Person (including
Affiliates) to whom such Equity Securities have been
Transferred in accordance with SCHEDULE 4 of the SHA,
such Transferee shall be entitled to such rights & obligations
as per the terms of this Articles.
TRANSFER BY PROMOTERS
127 127.1 The Promoters shall not Transfer any of the Equity
Securities held by them, except in accordance with these
Investment Amending Articles. The Company, the Promoters
464
and the Investors agree and acknowledge that any Transfer or
attempted Transfer by the Promoters of any Equity Securities
which is not in accordance with these Investment Amending
Articles shall be in violation of the terms of these Investment
Amending Articles, the Promoters and the Investors shall do
every act, deed or thing as may be necessary (including
causing their Nominees to exercise their voting rights as
Directors of the Company) to prevent such transfer from
being given effect to.
127.2 Any Transfer of Equity Securities by the Promoters

to any Person, except transfer pursuant to the Proposed IPO,
shall require the prior written consent of the Investors
(“Transfer Consent”). If any of the Promoters (“Tag Seller”)
intends to Transfer any of the Equity Securities (“Sale
Securities”) held by it to any Person (“Tag Buyer”), then the
Tag Seller shall issue a notice seeking consent from the
Investor along with details of the proposed Transfer (“Tag
Sale Notice”) including:
(a) The total number of Sale Securities;

(b) The name and identity of the Tag Buyer;
(c) The price at which each Sale Security is proposed to
be Transferred;
(d) The key terms and conditions of the proposed
Transfer including the rights and obligations of the Tag Buyer
after the Transfer; and
(e) Such other information as may be reasonably
requested by the Investors.
127.2.1 Within 30 (thirty) days of receiving the Tag Sale

Notice (“Tag Exercise Period”), the Investor may provide its
consent to the Tag Seller and the Investors may elect to
exercise their Tag Right (defined below) by issuing a notice to
the Tag Seller (“Tag Consent and Acceptance Notice”). Upon
the Investor providing the Tag Consent and Acceptance
Notice, the Investor shall have the right (but not the
obligation) to sell the Equity Securities held by it to such Tag
Buyer in accordance with this Article 127.2 (“Tag Right”).
127.2.2 Pursuant to the Investor issuing the Tag Consent

and Acceptance Notice, the Investors shall elect to exercise
their Tag Right in the following manner:
(a) If the proposed Transfer by the Tag Seller does not

result in a change of Control, the Investors will then be
entitled to sell a pro rata portion of its Equity Securities to the
Tag Buyer on the same terms and conditions provided to the
Tag Seller. The Tag Acceptance Notice must clearly state the
number of Equity Securities that the Investors wish to sell
(“Tag Securities”), which shall not be more than the
maximum number determined as per Sub- Clause (b) of
Article 127.2.2 below.
(b) For the purposes of this Article 127.2, “pro rata

portion” means that if the Tag Seller proposes to sell to the
Tag Buyer 10% (Ten percent) of the Equity Securities held by
such Tag Seller, then, the Investors will be entitled to sell to
the Tag Buyer up to 10% (Ten percent) of the Equity
Securities held by such Investors.
(c) If the proposed Transfer by the Tag Seller results in

a change of Control, the Investors will have the right to sell all
the Equity Securities held by it in the Company on the same
terms and conditions provided to the Tag Seller and the
Investors shall accordingly state the number of Equity
Securities that it wishes to sell in the Tag Consent and
465
Acceptance Notice.
127.2.3 The Investors shall not be required to make any

representation or warranty, or provide any indemnities to the
Tag Buyer, other than customary representations and
warranties concerning the Investors title, power and authority
to sell its Equity Securities and subject to customary
limitations.
127.2.4 The Tag Seller shall not Transfer any of the Sale
Securities to the Tag Buyer, unless the Tag Buyer
simultaneously purchases all of the Tag Securities tendered by
the Investors as per this Article 127.2.
127.2.5 In the event the proposed Transfer of the Equity

Securities by the Tag Seller does not result in a change of
Control and the aggregate number of the Equity Securities to
be Transferred to the Tag Buyer exceeds the maximum
number that the Tag Buyer wishes to buy, then the Tag Seller
shall ensure that the number of Equity Securities proposed to
be sold by the Investors are Transferred in its entirety to the
Tag Buyer and the Sale Securities proposed to be Transferred
by the Tag Seller shall be correspondingly reduced.
127.2.6 In the event the proposed Transfer of the Equity

Securities by the Tag Seller results in a change of Control and
the aggregate number of the Equity Securities to be
Transferred to the Tag Buyer exceeds the maximum number
that the Tag Buyer wishes to buy, then the Tag Seller shall
ensure that the number of Equity Securities proposed to be
sold by the Investors are Transferred in its entirety to the Tag
Buyer and the Sale Securities proposed to be Transferred by
the Tag Seller shall be correspondingly reduced.
127.2.7 Where the Investors do not exercise their Tag Right

within the Tag Exercise Period and no Tag Consent and
Acceptance Notice has been received by the Tag Seller,
whichever is earlier, then, the Tag Seller shall be free to
Transfer the Sale Securities to the Tag Buyer, provided that:
(a) the Investor has provided the Transfer Consent; and (b)
such sale shall be consummated within 180 (one hundred and
eighty) days from the date of issuance of the Tag Sale Notice;
and (c) the terms and conditions of such Transfer shall not be
more favorable than those set out in the Tag Sale Notice.
127.2.8 Where the Investors exercise their Tag Right within

the Tag Exercise Period, then the entire Transfer (including
the Transfer of the Tag Securities) to the Tag Buyer shall be
completed within a period of 180 (one hundred and eighty)
days from the date of issuance of the Tag Consent and
Acceptance Notice, unless such time period is extended by the
Investors in writing.
127.3 In the event Transfer of the Sale Securities and the

Tag Securities is not completed within the time period
specified in Articles 127.2.7 and 127.2.8 above, then the Tag
Seller may sell the Sale Securities only after offering the Tag
Sale Notice again to the Investors and complying with the
provisions of this Article 127.2, prior to Transferring any of
the Sale Securities to the same Tag Buyer.
127.4 In the event of any Transfer of the Encumbered

Shares or any other Equity Shares pursuant to the Promoter
Loan Documents, the Company and the Promoters may (at
their discretion and as per the instructions of the bond holders
under the Promoter Loan Documents) provide the Investors
(or any Person nominated by the Investors) with the option to
466
purchase such Shares; it being understood that any decision in
relation to the Transfer of Shares (including with respect to
the identifying the purchaser, pricing etc.) shall be taken by
bond holders under the Promoter Loan Documents at their
sole discretion.
127.5 The Company, the Promoters and the Investors

hereby agree that any Transfer of Equity Securities by the
Promoters in accordance with this Article 127 (other than
pursuant to Clause 127.4) shall be subject to the execution of
the Deed of Adherence by the Person (including its Affiliates)
to whom such Equity Securities have been Transferred.
FURTHER ISSUE OF SHARES
128 128.1 Subject to Article 125 (Reserved Matters) and
Clause 10.23 (IPO) of the SHA, in the event the Company
proposes to issue any Equity Securities (“Further Issuance”),
the Company shall first offer such Equity Securities to the
Investors in compliance with Applicable Law and in the
manner set out in this Article 128. The Investors shall have a
right (“Pre-Emptive Right”), but not the obligation, to
purchase such number of Equity Securities in the Further
Issuance that is pro rata to its shareholding in the Company on
a Fully Diluted Basis.
128.2 Subject to Applicable Law, the Further Issuance

shall take place in the manner set out below:
128.2.1 The Company shall deliver a written notice (“Offer

Notice”) to the Investors stating: (a) the number of Equity
Securities to be offered in the Further Issuance (“Issuance
Shares”); (b) the price and terms, if any, upon which the
Equity Securities are proposed to be issued (“Issuance
Terms”); and (c) the number of Equity Securities the Investors
are entitled to subscribe to in such issue (“Issuance
Entitlement”).
128.2.2 Within 30 (thirty) days after receipt of the Offer

Notice (“Offer Period”), the Investors may elect to subscribe
at the price and on the terms and conditions specified in the
Offer Notice, to all or part of its Issuance Entitlement, by
giving a written notice to the Company (“Acceptance
Notice”). Within 15 (fifteen) days of communication of the
Acceptance Notice (“Issuance Period”) by the Investors, the
Company shall issue the Issuance Shares to the Investors in
accordance with its Acceptance Notice, provided that the
Investors shall have remitted the subscription amount to the
Company for the subscription of all or part of its Issuance
Entitlement.
128.2.3 If the Investors fail to provide the Acceptance

Notice within the Offer Period, or does not accept all of its
Issuance Entitlement, then the Company may issue and allot
the Issuance Entitlement or any unexercised portion thereof,
as the case maybe, to any Person at terms no more favourable
than the Issuance Terms.
128.3 Assignment. The Investors shall be entitled to

assign, in whole or in part, their right to subscribe to the
Issuance Entitlement, to its Affiliates.

hereby agree that the provisions of this Article 128 shall not
apply to (each an “Excluded Issuance”):
(a) Issuances in connection with the Proposed IPO

only.
467
(b) Issuance of Equity Shares to the employees
pursuant to the conversion of the stock options allotted to
them under the ESOP Scheme.
ANTI DILUTION
129 129.1 If at any time the Company issues to any Person any
new Equity Securities at a price per Equity Security that is
lower than: (i) the conversion price for Investor CCPS at such
point of time or the price per Equity Shares issued to the
Investors post such conversion of Investor CCPS; and/or (ii)
the consideration paid by the Investors for subscription to
each Investor Equity Shares; (“IPO Valuation”) (each of
which is referred as the “Dilution Event”), then the Investors
shall be entitled to a broad based weighed average anti-
dilution protection in accordance with SCHEDULE 8 of the
SHA such that: (i) the conversion price for Investor CCPS at
such point of time shall be adjusted such that the number of
Equity Shares to be allotted increases in accordance with
calculation made pursuant to the broad-based anti-dilution
protection in accordance with SCHEDULE 8 of the SHA;
and/or (ii) additional Equity Shares are issued to the Investors
for no additional consideration or at the lowest permissible
consideration under Applicable Law, and/or iii) additional
Equity Securities determined basis the revised price, shall be
transferred by the Promoters at no additional consideration, or
at the lowest permissible consideration, pursuant to
Applicable Laws and gross up of any tax amount payable by
the Investors for such Transfer or (iv) through any other
mechanism permissible under Applicable Law, the effect of
which shall be such that (i) the Investors will receive the
additional Equity Securities as determined pursuant to the
broad-based anti-dilution protection in accordance with
SCHEDULE 8 of the SHA; and (ii) the price per Equity Share
of the Investors is reduced to the price arrived at pursuant to
the calculations made in accordance with SCHEDULE 8 of
the SHA. Nothing in this Article 129 shall apply to issuance
of Equity Shares pursuant to the ESOP Scheme as reflected in
the capital table as set out in SCHEDULE 1 – PART A of the
SHA.
129.2 In the event that: (i) an IPO (including the QIPO) is

undertaken by the Company at a valuation which is less than
INR 1600,00,00,000 (Indian Rupees Sixteen Hundred Crores)
(such lesser valuation being the “IPO Valuation”); and (ii) the
Investors are not participating in the Offer for Sale of such
IPO, then the Investors shall be entitled to a full ratchet anti-
dilution protection such that: (i) the Conversion Price or the
Adjusted Conversion Price (if applicable), shall be deemed to
be equal to the price per Equity Security at the IPO Valuation;
and (ii) the consideration paid by the Investors for
subscription to the Investor Equity Shares shall be deemed to
be equal to the price per Equity Security at the IPO Valuation
and (i) in relation to the Subscription Price paid by the
Investor, either additional Equity Securities shall be issued to
the Investors at no additional cost per Equity Security (and if
not permissible under Applicable Law, then, at the lowest
price permissible under the Applicable Law) or (ii) additional
Equity Securities determined basis the revised price per
Equity Security at the IPO Valuation, shall be transferred by
the Promoters at no additional consideration, or at the lowest
permissible consideration, pursuant to compliance with
Applicable Laws and gross up of any tax amount payable by
the Investors for such Transfer or (iii) through any other
mechanism permissible under Applicable Law including by
adjustment to the Conversion Price/Adjusted Conversion
Price (if applicable) of the Investor CCPS, the effect of which
shall be such that (i) the Investors will receive the additional
Equity Securities as determined as per the full ratchet anti-
468
dilution protection at the price per Equity Security at the IPO
Valuation; and (ii) the price per Equity Share of the Investors
is reduced to the price arrived at pursuant to the IPO
Valuation.
LIQUIDATION PREFERENCE
130 130.1 Notwithstanding anything to the contrary contained
in the SHA or these Investment Amending Articles, upon the
occurrence of a Liquidity Event, subject to Applicable Law,
the gross aggregate proceeds from such Liquidity Event, as
reduced by any amounts paid or payable for discharging the
statutory liabilities of the Company (“Distributable
Proceeds”), shall be distributed in the following manner:
130.1.1 an amount that is the higher of: (a) amounts

invested by the Investors to subscribe to its Equity Securities
held by it, plus any accrued or declared but unpaid dividends
on its Equity Securities; or (b) the amount per share as would
have been payable to the Investors in respect of the Equity
Securities held by it on a Fully Diluted Basis, pari passu and
on pro rata basis amongst all Shareholders of the Company.
130.1.2 The balance Distributable Proceeds, if any, after the

payment of the amounts as stipulated in Article 130.1.1. above
shall be paid on a pro-rata basis to each of the Shareholders
(except the Investors) as per their shareholding in the
Company on a Fully Diluted Basis.
130.2 The Company shall apply for and obtain all such
approvals and take all such actions as may be required to
permit such payment to the Investors from the Distributable
Proceeds as envisaged under the SHA and these Investment
Amending Articles.
130.3 For avoidance of doubt, it is clarified that the

provisions of this Article 130 shall be read with clause 2.1 of
the Investment Framework Agreement.
COVENANTS
130 A (a) The Company and the Promoters agree and
acknowledge that the Investors and/or their Affiliate shall not
at any point of time be categorised or disclosed as
“promoters” of the Company and shall not be required to give
any guarantee and/ or letters of comfort for or on behalf of the
(i) Company; and/or (ii) Promoters; and/or (ii) any of their
Affiliates.
(b) Each of the Promoters unconditionally and

irrevocably agrees that (i) any Intellectual Property developed
by the Promoters during the course of their employment/
engagement with the Company; and (ii) any Intellectual
Property otherwise developed by him in relation to the
Business of the Company; shall be irrevocably and absolutely
be assigned to the Company, in perpetuity, free of cost and
shall belong to the Company, and that he shall not assert any
rights whatsoever (including moral rights) in respect of any
such Intellectual Property.
(c) The Promoters and the Company hereby agree and

undertake that without the Investors’ prior written consent, no
Person (whether such Person is a Shareholder of the Company
or any other Person) shall be granted any rights, which
adversely impact the rights of the Investors under these
Articles and the Transaction Documents.
(d) Foreign Corrupt Practices Act.
i. The Company shall not and shall not permit any

of its Subsidiaries or any of its or their respective directors,
469
shareholders, officers, managers, employees, independent
contractors, representatives or agents to -- promise, authorize
or make any payment to, or otherwise contribute any item of
value to, directly or indirectly, to any third party, including
any Non-U.S. Official, in each case, in violation of the U.S.
Foreign Corrupt Practices Act, the U.K. Bribery Act,
Prevention of Corruption Act, 1988, Prevention of Money
Laundering Act, 2002 or any other applicable anti-bribery or
anti-corruption law (the “Anti-Corruption Laws”). The
Company shall and shall cause its Subsidiaries to cease all of
its or their respective activities, as well as remediate any
actions taken by the Company, its Subsidiaries or any of their
respective directors, shareholders, officers, managers,
employees, independent contractors, representatives or agents
in violation of the Anti-Corruption Laws. The Company shall
and shall cause its Subsidiaries to maintain systems of internal
controls (including, but not limited to, accounting systems,
purchasing systems and billing systems) to ensure compliance
with the Anti-Corruption Laws. Upon request, the Company
agrees to provide responsive information and/or certifications
concerning its compliance with applicable Anti-Corruption
Laws.
ii. None of the Company nor any of the Company’s

Shareholders, directors, officers or employees has violated or
have made, directly or indirectly, any payment or promise to
pay, or gift or promise to give or authorized such a promise or
gift, of any money or anything of value, directly or indirectly,
to (a) any foreign official (as such term is defined in the Anti-
Corruption Laws) for the purpose of influencing any official
thereof or decision of a Governmental Authority, or (b) any
foreign political party or official thereof or candidate for
foreign political office for the purpose of influencing any
official act or decision of such party, official or candidate or
inducing such party, official or candidate to use his, her or its
influence to affect any act or decision of a foreign
governmental authority, in the case of both (a) and (b) above
in order to assist the Company or its Subsidiaries, as
applicable. None of the Company nor any of its Shareholders,
directors, officers or employees has made, offered or
promised any bribe rebate, payoff, influence payment,
kickback or other unlawful payment of funds to any Person or
received or retained any funds in violation of any Applicable
Law, rule or regulation. None of the Company’s shareholders,
directors, officers, or employees are the subject of any
allegation, voluntary disclosure, investigation, prosecution, or
other enforcement action related to the Anti-Corruption Laws.
iii. Neither the Company nor any of the Promoters (a)

are persons with whom transactions are currently prohibited
under the U.S. economic sanctions and any other applicable
(or equivalent) measure; (b) have any outstanding orders in
any business, transactions or other activities with any such
prohibited Person; and (c) have any outstanding orders in any
business, transactions prohibited by the U.S. economic
sanctions and any other applicable (or equivalent) measure.
iv. Neither the Company nor any Director acting for

or on behalf of the Company, directly or indirectly, has
established or maintains any funds or assets, in which the
Company has proprietary rights, that have been recorded in
the books and records of the Company.
(e) Controlled Foreign Corporation.
i. The Company shall not be a ‘Controlled Foreign

Corporation’ as defined in the U.S. Internal Revenue Code of
470
1986, as amended (or any successor thereto). The Company
shall make due inquiry with its tax advisors on at least an
annual basis regarding the Company’s status as a ‘Controlled
Foreign Corporation’ as defined in the U.S. Internal Revenue
Code of 1986, as amended (or any successor thereto) and
regarding whether any portion of the Company’s income is
‘subpart F income’ (as defined in Section 952 of the U.S.
Internal Revenue Code) and global intangible low-taxed
income ("GILTI") (as defined in section 951A of the U.S.
Internal Revenue Code). Investors shall reasonably co-operate
with the Company to provide information about Investors and
Investors’ partners in order to enable the Company’s tax
advisors to determine the status of Investors and/or any of
Investors’ Partners as a ‘United States Shareholder’ within the
meaning of section 951(b) of the U.S. Internal Revenue Code.
No later than 60 (sixty) days following the end of each taxable
year of the Company, the Company shall provide the
following information to Investors: (a) the Company’s
capitalisation table as of the end of the last day of such taxable
year, and (b) a report regarding the Company’s status as a
‘Controlled Foreign Corporation’. In addition, the Company
shall provide to Investors with access to such other Company
information as may be necessary for Investors to determine
the Company’s status as a ‘Controlled Foreign Corporation’
and to determine whether the Investors or Investors’ partners
are required to report its pro rata portion of the Company’s
‘subpart F Income’ on its United States federal income tax
return, global intangible low-taxed income ("GILTI") or to
allow the Investors or Investors’ partners to otherwise comply
with applicable United States federal income tax laws. The
Company and the Shareholders of the Company shall not,
without the written consent of the Investors, issue or Transfer
stock in the Company to the Investors if following such
issuance or Transfer the Company, in the determination of
counsel or accountants for Investors, would be a ‘Controlled
Foreign Corporation’. In the event that the Company is
determined by the Company’s tax advisors or by counsel or
accountants for Investors to be a ‘Controlled Foreign
Corporation’, the Company agrees to use commercially
reasonable efforts to avoid generating subpart F Income and
global intangible low-taxed income (GILTI"). Further, the
Investors is a ‘United States Shareholder’ owning, within the
meaning of section 958(a), stock in the Company.
ii. The Company shall not be, with respect to its

taxable year during which the Closing Date occurs, a ‘passive
foreign investment company’ or ‘PFIC’ within the meaning of
section 1297 of the Internal Revenue Code of 1986, as
amended (or any successor thereto). The Company shall use
commercially reasonable efforts to avoid being a ‘passive
foreign investment company’ within the meaning of section
1297 of the Internal Revenue Code of 1986, as amended (or
any successor thereto). In connection with a ‘Qualified
Electing Fund’, election made by the Investors pursuant to
section 1295 of the Internal Revenue Code of 1986, as
amended, or a ‘Protective Statement’ filed by any of
Investors’ Partners pursuant to Treasury Regulation Section
1.1295-3, as amended (or any successor thereto), the
Company shall provide annual financial information to the
Investors in the form provided in SCHEDULE 5 (or in such
other form as may be required to reflect changes in Applicable
Law) of the SHA as soon as reasonably practicable following
the end of each taxable year of the Company (but in no event
later than 60 (sixty) days following the end of each such
taxable year), and shall provide Investors with access to such
other Company information as may be required for purposes
of filing United States federal income tax returns of the
471
Investors’ partners in connection with such ‘Qualified
Electing Fund’ election or ‘Protective Statement’. The
Company shall take such actions, including making an
election to be treated as a corporation or refraining from
making an election to be treated as a partnership, as may be
required to ensure that at all times the company is treated as
corporation for United States federal income tax purposes.
iii. The Company shall make due inquiry with its tax
advisors (and shall co-operate with Investors’ tax advisors
with respect to such inquiry) on at least an annual basis
regarding whether Investors’ or any Investors’ partners direct
or indirect interest in the Company is subject to the reporting
requirements of either or both of sections 6038 and 6038B of
the Code (and the Company shall duly inform Investors of the
results of such determination), and in the event that Investors’
or any Investors’ Partners direct or indirect interest in
Company is determined by the Company’s tax advisors or
Investors’ tax advisors to be subject to the reporting
requirements of either or both of sections 6038 and 6038B,
Company agrees, upon a request from Investors, to provide
such information to Investors may be necessary to fulfil
Investors’ or Investors’ Partners obligations thereunder.
iv. For purposes of this Article, (a) the term “Investor’s

Partners” means each of the Investors’ partners and any direct
or indirect equity owners of such partners; and (b)
“Company” means the Company and any of its Subsidiaries.
(f) Transaction with Prohibited Persons.
i. The Company shall not, and the Promoters shall

ensure that the Company and its Subsidiaries shall not:
(a) enter into any transaction or engage in any activity

prohibited by any resolution of the United Nations Security
Council under Chapter VII of the United Nations Charter.
(b) Conduct business or enter into any transaction with,

or transmit any funds through, a shell bank.
ii. If any of the Company, its Subsidiaries and/or the

Promoters become aware of any violation of this Article 130A
(f), such Person shall promptly within 7 (seven) days from the
date of becoming aware of such violation, notify the Investors
in writing, and the Company determining whether such a
violation has occurred, and shall respond promptly and in
reasonable detail to any notice from the Investors, and shall
furnish documentary support for such response upon the
Investors’ request.
(g) Environmental Matters.
i. The Company has complied with and shall be in

compliance with all the material Environmental Laws in all
respects and has obtained and is in compliance with all
applicable environmental permits. No written and/or formal
notice of violation of liability has been received by the
Company, and no litigation is pending or is threatened (as
evidenced by a notice in writing received by the Company) by
the Person involving the Company relating to or arising out of
any Environmental Law. No order has been issued, no penalty
or fine has been assessed involving the Company relating to
or arising out of any Environmental Law.
ii. No release of Hazardous Substance has occurred at

any properties currently owned, leased, operated or used by
472
the Company that has resulted in any cost, liability or
obligation of the Company under the Environmental Law. The
Company has not conducted any environmental site
assessments, audits, investigations and studies for itself or any
of its Subsidiaries. The Company has not received any notice
from any Governmental Authority under Environmental Law
requiring it to take action for compliance with Environmental
Law, or any written notice regarding pollution of the
environment or harm to human health.
iii. Greenhouse Gas Audit. The Investors may require

the Company and its Subsidiaries to undergo a greenhouse gas
audit annually, by a Third Party agency acceptable to the
Investors. The Company shall, and the Promoters shall ensure
that the Company and its Subsidiaries extend full cooperation
and provide all necessary information and documents required
for the conduct of such audit. All such costs and expenses in
relation to the conduct of such annual greenhouse gas audit
shall be borne by the Company and the Investors, equally.
(h) ESAP Plan. The Company shall, and the Promoters

shall ensure that the Company and its Subsidiaries shall,
implement and comply with the ESAP Plan and undertake the
Business of the Company and its Subsidiaries in compliance
with the Applicable S&E Law. The compliance with the
ESAP Plan and Applicable S&E Law shall be reviewed by a
Third Party service provider appointed by the Investors on an
annual basis. The Company will also be subject to an annual
Environmental Social Governance audit and/or the
Environmental Social Governance audit: (a) on or before
September 31, 2020 and (b) on an annual basis thereafter (at
any time in each financial year), by an independent auditor /
audit agency as approved by the Investors. The cost payable
by the Company for such compliance with the ESAP Plan and
the audit shall be capped at INR 15,00,000 (Indian Rupees
Fifteen Lakhs) per annum. Based on the findings of such
Third Party service provider/independent auditor, the ESAP
Plan shall be revised / modified mutually by the Investors, the
Company and the Promoters, if deemed necessary by such
Third Party service provider/independent auditor, and the
Company shall implement and comply with such revised /
modified ESAP Plan, as the case may be, from time to time.
(i) Within maximum 24 (twenty four) hours after its

occurrence, the Company and Promoters shall notify the
Investors of any social, labor, health and safety, security or
environmental incident, accident or circumstance having, or
which could reasonably be expected to have, any material
adverse social, health, labour, health and safety, security
and/or environmental impact or any material adverse impact
on the implementation or operation of the Business in
compliance with the ESAP Plan and/or Applicable S&E Law,
specifying in each case the nature of the incident, accident, or
circumstance and the impact or effect arising or likely to arise
therefrom, and the measures the Company and its Subsidiaries
is taking or plans to take to address them and to prevent any
future similar event; and keep the Investors informed of the
on-going implementation of those measures. The Company
shall at all times, comply with the provisions of the ESAP
Plan and subject to Article 130A(h) above, undertake, on a
yearly basis, an external audit in respect of the gaps identified
pursuant to the adoption and implementation of the ESAP
Plan.
(j) The Company shall appoint a Chief EHS Officer, as

acceptable to the Investors, on terms deemed appropriate by
the Company, on or before March 31, 2020, who shall be
473
responsible to ensure that:
(i) the Company is in compliance with Applicable

Laws relating to the environment, health and safety and
Applicable Laws relating to human resources and labour;
(ii) the Company has obtained all Approvals required
under Applicable Laws including Applicable Laws relating to
environment, health, safety and labour and that such
Approvals are renewed from time to time and that their terms
and conditions are complied with;
(iii) promptly undertake the necessary corrective actions
in the event of any non-compliance with Applicable Laws
identified by the Company, Governmental Authority or any
other Person.
For avoidance of doubt, the re-appointment and/or removal of

a Chief EHS Officer shall be subject to the prior consent of
the Investors.
(k) Information Rights of the Investors. Subject to

Applicable Law and Article 130A(t), the Company shall
provide the following information to the Investors in relation
to the Company, as long as such Investors holds any Equity
Securities in the Company:
i. copies of management reports at the end of each

month; amongst others, the management reports should
summarize progress against the Annual Business Plan,
including (i) actual vs. forecast financial results, (ii) actual vs.
forecast capital expenditures, and (iii) progress against
business development targets, as well as noting of any
significant operational issues;
ii. audited financial statements comprising (i) balance

sheet; (ii) profit and loss statement; (iii) cash flow statement;
and (iv) the management discussion and analysis of the
operations of the Company for that period, within 180 (one
hundred eighty) days after the end of each Financial Year;
iii. (a) unaudited quarterly income, balance sheet and

cash flow statements; and (b) other information including
correspondence with the Company’s Auditors, litigation,
filings made with Governmental Authorities, etc., within 30
(thirty) days after the end of each fiscal quarter;
iv. monthly MIS and marketing reports, within 30

(thirty) days after the end of each month in a format agreed
upon by the Investors with the Company’s Chief Financial
Officer or statutory auditor either before or after the Closing
Date;
v. any instances of breach of or non-compliance with

Applicable Laws relating to environment, health, safety and
labour or any notice received from the Governmental
Authorities in relation to non-compliance with such
Applicable Laws;
vi. any information (including any notices issued) to

Shareholders holding Equity Shares of the Company;
vii. Any other information which the Investors may

reasonably require, within 30 (thirty) days of receipt of a
written notice requesting such information.
(l) Inspection and Visitation Rights
i. The Investors or its authorised representatives
474
(including third party agencies) shall be entitled to carry out
inspection of any of the properties or assets of the Company
as the Investors may from time to time decide, including,
accounts, documents, records, premises, equipment and all
other property of the Company through their representatives
and/or agents and the Company shall provide such
information, data, documents, evidence as may be required for
the purpose of and in the course of such inspection. The
Investors shall be entitled to consult the auditors, employees,
officers, etc. of the Company for matters pertaining to the
Company, including but not limited to the Business and
financial affairs of the Company.
ii. Unless otherwise agreed by the Company, the

Promoters and the Investors, it is clarified that the Investors
shall be required to provide a written notice 1 (one) days prior
to the date of conducting the inspection. The Investors or its
authorized representative shall be permitted to conduct the
inspection. The cost of such inspection shall be borne by the
Investors in its entirety.
(m) Annual Business Plan. Not later than 60 (sixty)

days, but sooner than 90 (ninety) days before the
commencement of a Financial Year, the Company shall,
subject to compliance with Article 125 (Reserved Matters),
adopt the Annual Business Plan in respect of the forthcoming
Financial Year. If the prior consent of the Investors in relation
to the Annual Business Plan is not obtained under Clause 4
(Reserved Matters), then adoption of such Annual Business
Plan shall not be deemed to be valid and shall be considered
void. Notwithstanding anything contained in this Clause
10.15, but subject to the provisions of SCHEDULE 2 of the
SHA, any deviation of up to 5% (five percent) of the
thresholds for each of the line items provided for in the
Annual Business Plan, shall be deemed approved by the
Investors and to that extent shall form part of the Annual
Business Plan for the relevant Financial Year.
(n) The Company shall perform all acts required to be

done to ensure that all Approvals required for carrying on the
Business remain valid and subsisting on and after the Closing
Date, including making appropriate filings with or giving
intimations to the relevant Governmental Authorities.
(o) In the conduct of its Business, the Company shall

make best efforts to employ all best industry practices,
whether or not such standards are required under Applicable
Law.
(p) The Company shall at all times, (a) be in

compliance with all material Applicable Laws in all
applicable jurisdictions in order to be able to carry on the
Business, and (b) comply with all published codes of ethics
applicable to the Business.
(q) All Intellectual Property required for the Business

shall be owned and registered (where registrable) or licensed
only in the name of the Company.
(r) The financial statements prepared by the Company

shall be complete and correct in all material respects and shall
be prepared in conformity with India’s Generally Accepted
Accounting Principles (including the Indian Accounting
Standards) and applied on a consistent basis throughout the
periods reflected therein.
(s) From the financial year commencing April 1, 2021
475
onwards, the Company and the Promoters shall ensure that the
Company shall at all times appoint one of the Big Four
Auditors as its statutory auditor, unless agreed in writing
otherwise by the Investors.
(t) IPO: The Company shall and the Promoter shall

ensure that the Company shall complete the Proposed IPO by
December 31, 2019 (“Proposed IPO Date”). If the Proposed
IPO is not completed on or before the Proposed IPO Date,
then the Company, the Promoters and the Investors may,
mutually agree to, further extend the period of completion of
the Proposed IPO, wherein such extension shall in no event
exceed 3 (three) months from the Proposed IPO Date
(“Extended IPO Date”).
(u) Notwithstanding anything contained in this

Agreement or the other Transaction Documents (excluding
the Investment Framework Agreement) or any other
documents, the Promoters shall ensure the release of any or all
Encumbrance over the Encumbered Shares in accordance
with the Promoter Loan Documents by March 31, 2021,
subject to the extension of the time period specified under
Article 130A(v), failing which: (i) the Conversion Ratio and
Conversion Price of the Investor CCPS shall be immediately
adjusted in the manner contemplated under the terms of the
Investor CCPS provided under the SSA and provisions of
clause 16.8 of the SHA shall apply; and (ii) the same shall
amount to an Event of Default under Article 134 and the
consequences set out under Article 134.5 shall apply.
(v) Upon the execution of a term sheet or a

memorandum of understanding with any potential investor for
the acquisition of Equity Shares held by the Promoters for an
amount of that is sufficient to release the Encumbrance on the
Encumbered Shares on or prior to March 31, 2021, the period
for release of the Encumbrance over the Encumbered Shares
under the Promoter Loan Documents (as specified in Article
130A(u) above) shall be extended to June 30, 2021 and
accordingly, the consequences set out in Article 130A (u)
above (that is, the adjustment of the Conversion Ratio and
Conversion Price of the Investor CCPS and the occurrence of
an Event of Default) shall apply only if the Promoters are
unable to release the entire Encumbrance over the
Encumbered Shares on or prior to June 30, 2021
INFORMATION RIGHTS OF THE INVESTORS
131 Subject to Applicable Law, the Company shall provide the
following information to the Investors in relation to the
Company, as long as such Investors holds any Equity
Securities in the Company:
131.1 copies of management reports at the end of each

month; amongst others, the management reports should
summarize progress against the Annual Business Plan,
including (i) actual vs. forecast financial results, (ii) actual vs.
forecast capital expenditures, and (iii) progress against
business development targets, as well as noting of any
significant operational issues;
131.2 audited financial statements comprising (i) balance

sheet; (ii) profit and loss statement; (iii) cash flow statement;
and (iv) the management discussion and analysis of the
operations of the Company for that period, within 180 (one
hundred eighty) days after the end of each Financial Year;
131.3 (a) unaudited quarterly income, balance sheet and

cash flow statements; and (b) other information including
correspondence with the Company’s Auditors, litigation,
476
filings made with Governmental Authorities, etc., within 30
(thirty) days after the end of each fiscal quarter;
131.4 monthly MIS and marketing reports, within 30

(thirty) days after the end of each month in a format agreed
upon by the Investors with the Company’s Chief Financial
Officer or statutory auditor either before or after the Closing
Date;
131.5 any instances of breach of or non-compliance with

Applicable Laws relating to environment, health, safety and
labour or any notice received from the Governmental
Authorities in relation to non-compliance with such
Applicable Laws;
131.6 Any other information which the Investors may

reasonably require, within 30 (thirty) days of receipt of a
written notice requesting such information.
QUALIFIED INITIAL PUBLIC OFFERING
132 132.1 Subject to 130. A. (t) of these Articles, on or prior to
the expiry of 4 (four) years from the Closing Date (“IPO Due
Date”), the Company and the Promoters shall, on a best effort
basis, undertake the listing of its Equity Securities on the
Stock Exchanges pursuant to a QIPO.
132.2 The QIPO shall be undertaken by the Company in

compliance with all Applicable Laws. The Company, the
Promoters and the Investors shall take all reasonable steps and
extend all necessary cooperation to the lead managers,
underwriters, and other advisors as may be required for
undertaking the QIPO, including to obtain all relevant
approvals which are necessary for the QIPO and provide
valuations.
132.3 The QIPO shall be managed by a reputed

investment banking firm of recognized high standing in the
market, appointed in consultation with the Investors, in which
the Equity Securities of the Company are to be offered.
Further, the Company may appoint a merchant banker
registered with the Securities and Exchange Board of India for
the purposes of evaluating the QIPO, in consultation with the
Investors (“QIPO Banker”).
132.4 In relation to the QIPO, the following matters shall

be determined by the Board in accordance with this Article
132 and based on the advice of the QIPO Banker, the
Company, the Promoters and the Investors hereby agree that
this decision of the Board shall be final and binding on them:
132.4.1 the method of listing the Equity Securities;

132.4.2 the timing of the QIPO;
132.4.3 the offer price per Equity Security;
132.4.4 the size of the QIPO;
132.4.5 the appointment of merchant bankers, lead
managers, registrars, financial advisors, issue managers,
underwriters and legal counsels; and
132.4.6 the stock exchanges on which the Equity Securities
are to be listed.
Provided that, if the Investors are participating in the Offer for

Sale in an IPO (including QIPO), the Board shall seek prior
written consent of the Investors for any decision in relation to
Article 132.4.3 (the offer price per Equity Security), Article
132.4.4 (the size of the QIPO); Article 132.4.5, to the extent
it relates to the appointment of merchant bankers, lead
managers and investment bankers.
477
132.5 Notwithstanding anything contained in Article
132.4 above, the QIPO undertaken by the Company under this
Article 132 may include an Offer for Sale component, where
the number of Equity Securities to be offered by way of Offer
for Sale as well as the identity of the Shareholders selling
them, shall, subject to compliance with Applicable Laws, be
decided by the Company on the basis of the advice of the
QIPO Banker, and subject to the prior written consent of the
Investors.
132.6 The Investors shall have the right, but not the
obligation, to offer, in an Offer for Sale, all or any of their
respective Equity Securities in priority to the Promoters, on
the same terms and conditions as the primary shares offered to
the public by the Company, provided that the quantum of the
secondary component shall be decided in accordance with
Article 132.5 above, subject to statutory lock in requirements
under Applicable Laws applicable to the Investors.
132.7 The Company and the Promoters hereby confirm

that (a) the Investors and its Affiliates shall not be considered,
or named as (whether in the offer documents, or any other
document), “promoters” or part of the “promoter group” of
the Company including with respect to any QIPO; and (b) if
any of the Shares are required to be locked-in or are required
to be subject to any Encumbrance as applicable to
‘promoters’, the Promoters alone shall be responsible for
meeting such lock-in and / or Encumbrance requirements.
132.8 The Investors shall not be required to give any

representation, warranty or indemnity in connection with the
QIPO, other than in case of an Offer for Sale of any Equity
Securities held by the Investors, where the Investors agrees to
provide such customary representations and warranties only in
relation to the Equity Securities proposed to be sold and as
may be required to be provided by the Investors.

undertake to do the following, in the connection with a QIPO:
132.9.1 Undertake to exercise their voting rights (at the

Shareholder or Board level) to cause the Board to take all
steps necessary for the Company to undertake a QIPO.
132.9.2 Provide all material information that is necessary to

file the prospectus and other documents in relation to the
QIPO, and ensure compliance with all Laws including the
Act, the SEBI Regulations etc.
132.10 Subject to Applicable Law, all expenses in

connection with the QIPO shall be borne by the Company.
OTHER EXIT OPTIONS
133 133.1 Where no IPO (including the Proposed IPO or the
QIPO) has occurred within the IPO Due Date and the
Investors has not been able to liquidate its shareholding in the
Company at the expiry of 5 (five) years from the Closing Date
(“No Liquidity Event”), the Investors shall, without prejudice
to the Investors’ right to transfer its securities at any point in
time in accordance with Clause 5 (Transfer by Investor) of the
SHA, have the rights provided for under this Article 133.
133.2 Upon the occurrence of a No Liquidity Event, the

Promoters and the Company shall identify a Person(s) who is
willing to purchase all of the Equity Securities held by the
Investors either in single or multiple tranches, and which
Purchaser is acceptable to the Investors. It is clarified that all
costs and expenses incurred by the Company with respect to
478
the identification of a Person willing to purchase the Equity
Securities (including appointment of a reputed investment
banker(s) as may be required by the Investors in this regard),
shall be borne solely by the Company, without any recourse to
the Investors.
133.3 Once such Person(s) have been identified for the

Transfer of the Investor Securities or if the Investors has
identified a purchaser to purchase the Investor Securities in
accordance with Clause 5 (each of such event to be referred as
“Trade Sale” and each of such proposed transferee to be
referred as “Exit Purchaser”)), the Investors shall have the
sole discretion to agree to the terms of the Trade Sale
pertaining to the sale of its Equity Securities as proposed by
the Exit Purchaser.
133.4 The Investors shall not be required to make any

representations or warranties or provide any indemnities to the
Exit Purchaser(s), other than fundamental representations and
warranties in relation to the Equity Securities being
transferred under the Trade Sale. The Company and the
Promoters agree and undertake to provide representations and
warranties (which are customary for a transaction of this
nature) as required by the Exit Purchaser(s) in respect of the
business and operations of the Company.
133.5 The Company and/or the Promoters shall provide all

necessary Approvals and assist the Investors in obtaining any
such Approvals as required to complete the Trade Sale.
133.6 In the event that the Exit Purchaser(s) intend to

purchase Equity Securities in addition to those held by the
Investors to complete the Trade Sale, the Investors shall be
entitled to require the Promoters to Transfer any or all of the
Equity Securities held by such Promoters, (including the
Encumbered Shares in the manner contemplated under the
IFA), pursuant to a notice (“Drag Notice”) setting out the
number of Equity Securities required to be Transferred by the
Promoters (“Drag Securities”) and the price per Equity
Security for such Transfer along with details of the proposed
transferee and the Promoters shall be bound to Transfer the
Drag Securities held by them, free and clear of any
Encumbrance, on the terms set out in the Drag Notice which
shall be the same terms as offered to the Investors (such sale
to be referred to as “Drag Sale” and such right of the Investors
to be referred to as “Drag Right”).
Provided however that in the event the Drag Securities, along

with the Investor Securities collectively exceed 26% (twenty
six percent) of the total shareholding of the Company on a
Fully Diluted Basis (“Trade Sale Securities”) and the
Promoters do not intend to transfer their portion of the Trade
Sale Securities, the Investors shall, (A) have the right to
require the Promoters to purchase, the Investor Securities
(“Put Option”) on terms and conditions that are no less
favourable to the Investors than those offered by the Exit
Purchaser(s) and, subject to the provisions specified under
Applicable Laws, at a price which is the higher of: (i) the
price as offered by the Exit Purchaser(s) or (ii) the fair market
value of the Equity Securities determined by an independent
valuer jointly appointed by the Investors and the Company
and (B) have a right to require the Company to buyback the
Investor Securities in accordance with Applicable Laws at a
price which is the higher of: (i) the price as offered by the Exit
Purchaser(s) or (ii) the fair market value of the Equity
Securities determined by an independent valuer jointly
appointed by the Investors and the Company (“Buyback
479
Option”).
133.7 In the event the Investors exercise the Put Option

and/or the Buyback Option, and the Promoters and/or the
Company do not complete the purchase of the Investor
Securities in accordance with Article 133.6 above within 120
Business Days from the exercise of such option by the
Investors, then the Investors shall require the Promoters to
transfer the entire Drag Securities as may be required by the
Exit Purchaser.
133.8 Pursuant to the exercise of the Put Option by the

Investors, if the Promoters intend to raise third party financing
to purchase the Equity Securities of the Investors in
accordance with Applicable Laws, the Investors agree to
provide their written consent for creation of Encumbrance
over the Equity Securities held by the Promoters to secure
such third party financing, provided that the Encumbrance
shall be created simultaneously with the consummation of the
Transfer of the Equity Securities held by the Investors to the
Promoters pursuant to the exercise of the Put Option.
133.9 All costs and expenses incurred in relation to the

Drag Sale shall be borne entirely by the Company. Each
Promoter shall co-operate and take all necessary and desirable
actions in connection with the consummation of the Drag Sale
including without limitation, timely execution and delivery of
any agreements and instruments to complete the Drag Sale,
providing access and information as may be requested by any
potential purchaser and co-operating in any due diligence
conducted by the potential purchaser or be subject to any
restrictive covenants pursuant to or in relation to the Drag
Sale.
133.10 Further, in the event a Third Party Funding is

proposed to be undertaken by the Company, the Investors
hereby agree to extend in good faith, cooperation and
assistance required (including entering into any supporting
documents) to provide for and agree with the Third Party
investor providing such Third Party Funding, to a suitable
mechanism to jointly exercise the Drag Right set out herein.
EVENT OF DEFAULT
134 Event of Default 134.1 Event of Default
Consequences of Event of Default
Investor Event of Default Upon the occurrence of any of the following events in respect
Consequences of Investor Event of Default of the Promoters and/or the Company (“Defaulting Party”), an
event of default shall be deemed to have occurred (“Event of
Default”):
134.1.1 (A) any breach or default by any of the Defaulting

Party of the following provisions:
a) Board Related Matters
Articles 124.1.1 (Composition and size of the Board), 124.1.2.

(Observer), 124.1.6 (Committees of the Board), 124.1.8,
124.1.9, 124.1.10, 124.2.5 (Quorum),
b) Shareholder Meetings Related
Article 124.3.6 (Quorum- Shareholder Meetings)
c) Article 128 (Further Issue of Shares), Article 129

(Anti-Dilution), Article 130 (Liquidation Preference)
d) Article 127 (Transfer by Promoters)
480
e) Covenants
Clause 10.4 (Foreign Corrupt Practices Act), Clause 10.5

(Controlled Foreign Corporation), Clause 10.6 (Transaction
with Prohibited Persons), Clause 10.7 (OFAC), Clause 10.13
(Information Rights of Investors), Clause 10.16 (Non-
compete), extension of the Proposed IPO Date in breach of
Clause 10.23, Clause 10.24 and Clause 10.25 of the SHA
f) Failure to honour put option / buyback option

(subject to provisions of Applicable Laws) under Article
133.6.
(B) any material breach by any of the Defaulting

Party of Article 125 (Reserved Matters).
134.1.2 If: (a) notice for Event of Default is received by the

Company/ Promoters except when such Event of Default is
caused due to any act or omission by the Investors under the
IFA as more specifically provided under clause 12.16 of the
IFA; or (b) in case of default in payment of debt obligations
by the Company/Promoter, under any borrowing related
documents executed by the Company and/or the Promoters
including the Promoter Loan Documents and if any cure
period is available under the respective loan documents, such
default is not cured within the cure period to the satisfaction
of the relevant lender/trustee under such borrowing related
documents;
134.1.3 breach of any EOD Warranties by the Company

and/or the Promoters, as the case maybe; or
134.1.4 failure to release the Encumbrance over the

Encumbered Shares by March 31, 2021 or as maybe extended
to June 30, 2021 in accordance with Clause 10.25 of the SHA;
or
134.1.5 any issues relating to the ESAP such that: (a) such
issues result in a criminal conviction against the Company,
Promoters or any of its employees, unless such conviction is
vacated or removed, within the periods prescribed under
Applicable Law; and/or (b) such issues result in the closure of
any of the premises of the Company or impacts business
continuity of the Company for more than 30 (thirty) days
and/or has any material adverse impact on the output of
factories operated by the Company; and/or (c) such issues
result in a cumulative aggregate penalty of INR 10,00,00,000
(Indian Rupees Ten Crores, unless such penalty is stayed by
the appropriate Governmental Authority in accordance with
Applicable Law; or
134.1.6 (a) if further Encumbrance is created on the Equity

Securities held by the Promoter which is in excess of 20%
(twenty percent) of the percentage of the Pledged Shares;
and/or (b) if further Encumbrance (by way of a non-disposal
undertaking or drag right or otherwise) is created on the
Equity Securities held by the Promoter which is in excess of
20% (twenty percent) of the percentage of the NDU Shares;
and/or (c) increase in the principal amount by more than 20%
of the existing principal amount under the Promoter Loan
Documents; and/or (d) increase in the interest rate by more
than 20% of the existing interest rate under the Promoter Loan
Documents.
134.1.7 Failure to appoint Chief EHS Officer in accordance

with the SHA by September 2020.
481
134.1.8 any act or omission by the Defaulting Party, through
their agents or employees or advisors or representatives,
constituting fraud, or wilful default in respect of or concerning
the Company or the Promoters.
134.2 It is clarified that on the occurrence of an Event of

Default vis-à-vis any of the Promoters and/or the Company,
the Promoters and the Company shall, jointly and severally,
be deemed to be the Defaulting Parties.
134.3 Consequences of an Event of Default
Upon the occurrence of an Event of Default, the

Defaulting Parties shall have a period of 30 (thirty) days from
such occurrence to rectify the Event of Default (“Cure
Period”) to the satisfaction of the Investors. If such Event of
Default is not rectified within the Cure Period to the
satisfaction of the Investors, then the Investors shall, without
prejudice to any other rights under the Transaction Documents
or Applicable Law, be entitled to the following:
134.3.1 Cause the Promoters and the Company to provide

any or all of exit rights as set out in Article 126.5 (Transfer to
Competitor) and Article 133 (Other Exit Options) as if such
exit rights have been triggered at such time and as if the No
Liquidity Event has occurred.
134.3.2 All the obligations of the Investors under the SHA

and these Investment Amending Articles, including in relation
to the Transfer of Equity Securities by the Investors (except as
provided for in Article 126.3), shall lapse.
134.3.3 All the rights of the Promoters (except the rights

under Article 124.1.1 (Composition and size of the Board),
Article 124.2 (Board Meetings) Article 124.3 (Shareholders’
Meetings), Clause 5.5.2 and Clause 12.8 of the SHA) under
the SHA and these Investment Amending Articles, shall lapse.
134.3.4 The Investors shall have the right to convert the

CCPS held by them at the Adjusted Conversion Ratio in
accordance with Article 136.
134.4 Investor Event of Default
Upon the occurrence of any of the following events in respect

of the Investors (“Defaulting Investors”), an event of default
shall be deemed to have occurred on the breach of the
following (“Investor Event of Default”):
134.4.1 Completion of the Transfer of the Shares by the

Investors in contravention of Clause 5 (Transfer by Investors)
of the SHA;
134.4.2 Breach of Clause 17.7 (Assignment) of the SHA at

the time of assignment by the Investors;
134.4.3 Breach of the representations and warranties set out

in paragraphs a), b) and c) of Clause 15 of the SHA by the
Investors.
It is clarified that on the occurrence of an Event of Default

vis-à-vis any of the Investors under this Article 134.4, the
Investors shall, jointly and severally, be deemed to be the
Defaulting Investors.
134.5 Consequences of an Investor Event of Default
482
Upon the occurrence of an Investor Event of Default, the
Defaulting Investors shall have a period of 30 (thirty) days
from such occurrence to rectify the Investor Event of Default
(“Investor Cure Period”) to the satisfaction of the Promoters.
If such Investor Event of Default is not rectified within the
Investor Cure Period to the satisfaction of the Promoters, then
all the rights of the Investors (except the rights under Article
124.1.1 (Composition and size of the Board), Article 124.2
(Board Meetings) Article 124.3 (Shareholders’ Meetings))
under these Investment Amending Articles, shall lapse. For
avoidance of doubt, occurrence of an Investor Event of
Default shall not affect the terms of the Investor CCPS and
the rights of the Investors under Clause 16.8 of the SHA in
any manner.
TERMINATION
135 135.1 Subject to Article 130A(t), Article 135.2 and Article
135.4, the Company, Promoters and Investors hereby agree
that the rights and obligations provided under these Articles
shall continue even after the consummation of Proposed IPO
or QIPO or any other IPO undertaken in accordance with the
SHA and these Articles, unless to the extent such rights and
obligations fall away under Applicable Laws, or as may be
required by SEBI.
135.2 Subject to the provisions of Applicable Laws, the

Company, the Promoters and the Investors hereby agree that
only the following rights of the Investors under these Articles
shall survive and continue to be valid upon the consummation
of the Proposed IPO:
(a) Right under Article 124.1.1. (in relation to

appointment of Investor Nominee Directors), subject to
ratification of the appointment of such Investor Nominee
Directors by the Shareholders of the Company in the first
general meeting after the completion of the Proposed IPO;
and
(b) Right under Article 124.1.2 (in relation to

appointment of the Observer), unless it is not acceptable to the
Securities and Exchange Board of India, subject to ratification
of the appointment of such Observer by the Shareholders of
the Company in the first general meeting after the completion
of the Proposed IPO.
It is clarified that until such ratification by the Shareholders of

the Company, the relevant Investor Nominee Director’s /
Observer’s appointment shall continue.
The Company, the Promoters and the Investors hereby agree

that other than as provided under this Article 135.2, the
Investment Amending Articles and the Framework Articles
shall stand automatically terminated on the date of receipt of
the final listing and trading approval from the Stock
Exchanges in relation to the Proposed IPO.
135.3 Further, in the event that the SHA is terminated in
accordance with Clause 16 of the SHA, the Investment
Amending Articles (except Article 136 and provisions relating
thereto) shall cease to be in force and shall stand lapsed on the
date of such termination.
135.4 In the event that the Proposed IPO is not

consummated for any reason whatsoever, then the rights and
obligations that have been suspended or terminated in
accordance with Article 135.2 above, shall be reinstated and
shall be applicable to the Company, Promoters and Investors
in the manner provided under this Part B and Part C of these
Articles and as if no rights had been suspended or terminated
483
prior to the consummation of the Proposed IPO. The Parties
hereby agree that in order to give effect to this provision, the
Company, Promoters and Investors shall enter into
appropriate agreements/documentation (as maybe necessary)
in good faith for purposes of giving effect to and for the
enforceability of such rights and obligations (including
specifically any rights that cannot be automatically reinstated
on account of any reason whatsoever including specifically
that such rights are intrinsically linked to the Investor holding
CCPS).
135.5 In the event that the CCPS is converted into Equity

Shares in accordance with the terms of such CCPS and in
respect to any Equity Shares subscribed to by the Investors,
the Company, Promoters and Investors hereby agree that in
order to give effect to the rights of the Investors under these
Articles, the Company, Promoters and Investors shall agree to
suitable mechanisms and execute appropriate
agreements/documentation (as maybe necessary) in good faith
for purposes of giving effect to and for the enforceability of
such rights and obligations (including Transfer or issuance of
additional Equity Securities to the Investors at the specified
valuation in accordance with the provisions of these Articles.
TERMS OF THE CCPS
136 Issue The terms of CCPS are as follows and shall be mutatis
Conversion Price mutandis reproduced in the Articles as well as on the back of
Conversion the share certificates issued for the CCPS:
Liquidation Preference 136.1 Issue
Voting Rights
(a) Subject to Applicable Laws, each CCPS shall be
compulsorily convertible into Equity Shares in accordance
with Paragraph 3 of SCHEDULE II of the SSA.
(b) Each CCPS shall have a par value of INR 100/-
(Rupees Hundred only) each (“Par Value”).
(c) Dividend: The CCPS shall confer on the holder of
CCPS the right to receive, in priority to the holders of Equity
Shares and on a pari passu basis with other holders of
preference shares (if any), a preference dividend equal to
0.01% (zero point zero one percent) (the “Preference
Dividend”) per Financial Year.
The right to receive the Preference Dividend shall be non-

cumulative. The Preference Dividend shall become due and
payable to the holder of CCPS from the date of Shareholders’
meeting of the Company in which the Preference Dividend
has been declared but in no event later than 15 (fifteen) days
from such declaration. No dividend or distribution may be
paid to or set aside for holders of Equity Shares unless the
Preference Dividend is paid to the holder of CCPS.
136.2 Conversion Price
(a) As on the Closing Date, the conversion ratio of each

CCPS shall be 1:10 (“Conversion Ratio”) and the conversion
price of each CCPS shall be INR 178 (Rupees One Hundred
Seventy Eight only) (“Conversion Price”). Subject to
Applicable Law, the Conversion Price shall be, and the
Conversion Ratio shall be correspondingly adjusted upon the
occurrence of the following events listed under (ii) below.
(b) Adjustments.
(i) Except in case of occurrence of the event specified

in sub-clause (b) below, if the Promoters have been unable to
secure release of all Encumbrances over the Pledged Shares
(including specifically the pledge created pursuant to the
Promoter Loan Documents) on or before March 31, 2021,
then the Conversion Price shall be INR 142.4 (Indian Rupees
484
One Hundred and Forty Two Point Four)(“Adjusted
Conversion Price”), and the Conversion Ratio shall be 1:12.5
(“Adjusted Conversion Ratio”).
(ii) Upon the execution of a term sheet or a

memorandum of understanding with any potential investor for
the acquisition of Equity Shares held by the Promoters for an
amount that is sufficient to release the Encumbrance on the
Encumbered Shares, on or prior to March 31, 2021, the period
for release of the Encumbrance under the Promoter Loan
Documents (as specified in (a) above) shall be extended to
June 30, 2021 and accordingly, the Adjusted Conversion Price
and the Adjusted Conversion Ratio shall apply only if the
Promoters are unable to release the pledge on or prior to June
30, 2021.
(iii) The Conversion Price and Conversion Ratio or the

Adjusted Conversion Price (if applicable) and Adjusted
Conversion Ratio (if applicable), shall be adjusted pursuant to
the provisions of clause 8.1 or clause 8.2 of the SHA, as the
case maybe.
(c) If, whilst any CCPS remains capable of being

converted into Equity Shares, the Company splits, sub-divides
(stock split) or consolidates (reverse stock split) the Equity
Shares into a different number of securities of the same class,
the Conversion Ratio or the Adjusted Conversion Ratio, as
applicable shall be proportionately decreased in the case of a
split or sub-division (stock split), and likewise, the
Conversion Ratio or the Adjusted Conversion Ratio shall be
proportionately increased in the case of a consolidation or
(reverse stock split).
136.3 Conversion
(a) Voluntary Conversion: The CCPS shall be

converted to Equity Shares on a day selected by the holder of
CCPS by issuing a notice in writing to the Promoters and the
Company, (the “Conversion Date”). Within 10 (ten) days of
the receipt of the notice, each CCPS shall on such Conversion
Date, be converted into Equity Shares in the manner specified
in this Schedule, subject to stock splits, combinations,
reclassification or reorganisation of share capital and anti-
dilution adjustments provided herein.
(b) Mandatory Conversion: Further, at the end of the

19th (nineteenth) year from the Closing Date, the CCPS
which are not so converted shall stand automatically
converted into Equity Shares. In relation to the listing of the
Equity Shares on any stock exchange, if mandated by
Applicable Law, CCPS shall automatically convert to Equity
Shares on the last date permitted under such Applicable Laws.
(c) For avoidance of doubt, if the Company files a red

herring prospectus for the Proposed IPO in accordance with
the provisions of the Transaction Documents, it is hereby
clarified that the Investors shall convert the CCPS to Equity
Shares at or before the time of filing of the red herring
prospectus for such Proposed IPO.
(d) The Company shall pay the expenses arising on the

issue of the Equity Shares pursuant to any conversion
including any stamp duty payable, if applicable.
(e) The Company shall, from the date of subscription of

the CCPS till the Conversion Date, maintain sufficient
authorised but unissued share capital in the Company to be
485
able to issue Equity Shares to the holder of CCPS in
accordance with this Schedule, assuming that the CCPS shall
convert basis the Adjusted Conversion Ratio.
(f) As soon as practicable after and, in any event, not

later than 5 (Five) days after the Conversion Date, the
Company will issue the following to the Investors:
(i) duly stamped and executed share certificates with

respect to the Equity Shares issued on conversion of the
CCPS;
(ii) certified true copies of resolution passed by the

Company, and all filings made to give effect to and validate
the issue of the Equity Shares issued upon conversion of the
CCPS;
(iii) certified true copy of the register of members of the

Company showing the CCPS holders as the registered owner
of the Equity Shares issued pursuant to this paragraph; and
(iv) file necessary returns of allotment with the Registrar

of Companies in the relevant jurisdiction and other
Governmental Authorities as required under Applicable Law.
(g) The Equity Shares issued upon conversion of the

CCPS shall be fully-paid and free of all liens, charges and
Encumbrances and will in all respects rank pari passu with the
Equity Shares already issued as on the Conversion Date and
shall be freely transferable subject only to restrictions in the
SHA and Restated Articles.
(h) No Fractional Shares. No fractional Equity Shares

shall be issued upon conversion of CCPS. If the computation
of the number of Equity Shares to be issued results in a
fraction, then, subject to Applicable Law:
(i) If the fraction is up to 0.49, then the number of

Equity Shares shall be rounded off to the lower whole
number; and
(ii) If the fraction is 0.5 or more, then the number of

Equity Shares shall be rounded off to the higher whole
number.
(i) All Equity Shares that are issued as a result of the

conversion of the CCPS shall (i) be validly issued as per the
provisions of Applicable Laws; (ii) be issued free from
Encumbrances; and (iii) rank pari passu with the then issued
Equity Shares.
136.4 Liquidation Preference
Upon the occurrence of a Liquidity Event, the holder of CCPS

shall be entitled to receive the proceeds from such Liquidity
Event in accordance with the provisions of Clause 9
(Liquidation Preference) of the SHA.
136.5 Voting rights
(a) Each holder of CCPS shall have such rights to

attend and vote at general meetings of the Company as are
from time to time prescribed by Applicable Laws on an ‘as if
converted’ basis. Accordingly, each CCPS shall confer on the
holder, all the Relevant Rights, pari passu with the Relevant
Rights conferred on the holder of an Equity Share (on a Fully
Diluted Basis).
486
(b) In this Article 136.5 ‘Relevant Rights’ means the
right to receive notice of, and to be present and to vote, either
in person or by proxy, at any general meeting of the Company
as set out for the Investors under the SHA.
ANNEXURE 1
Reserved Matters 1. Approval of the Annual Business Plan, any
Part I amendment to the approved Annual Business Plan or take any
actions that are inconsistent with such Annual Business Plan.
2. Enter into any contracts with any Persons which

involves payment of consideration by the Company in excess
of INR 2,00,00,000 (Indian Rupees Two Crores), unless
provided in the Annual Business Plan.
3. Making capital expenditure, by way of single

transaction or series of transaction, in excess of INR
10,00,00,000 (Indian Rupees Ten Crores) on an aggregate
basis in a Financial Year, which is not budgeted in the Annual
Business Plan.
4. Adoption of or amendment to plans for granting

incentives to employees in the form of stock options in the
Company or other performance-based compensation.
Part II 5. Withdrawal of the Proposed IPO or modification or
variation of the terms on which the Proposed IPO is
undertaken (including the issue size, size of the Offer for Sale
component etc.).
6. Any amendment to the Memorandum and Articles;
7. Any variation of rights attached to the Equity

Securities held by the Investors or any action or omission
which would adversely affect the rights of the Investors in
relation to its Equity Securities.
8. Create, allot or issue or Transfer any Equity

Securities or securities of the Company, or grant any option,
warrant or other right to require the allotment or issue of any
such securities whether conditional or otherwise to any Person
below a valuation of INR 1600,00,00,000 (Indian Rupees
Sixteen Hundred Crores).
9. Permit the liquidation, dissolution or winding-up of

the Company.
10. Mergers (except for a the merger of Express Infra

Projects LLP into the Company undertaken pursuant to the
Promoter Loan Documents), demergers, restructuring,
acquisitions, change of Control, sale or transfer of the
Company or any of its business, amalgamations,
consolidations, spin-offs, compromise with creditors, other
similar or related actions, either by or of the Company,
including occurrence of any Liquidity Event.
11. Divestment of or sale of assets of businesses, lease,

license or exchange or pledge in any other way proposing to
dispose all or substantially all of the assets of the Company or
undertaking of the Company in excess of INR 5,00,00,000
(Indian Rupees Five Crores) on a cumulative basis, in any
Financial Year other than: (a) as approved under the Annual
Business Plan; or (b) in the ordinary course of business of the
Company.
12. Any transaction (including by way of dividends,

buy back of shares etc.) with a Related Party or any Promoters
or their Affiliates, including payment of any remuneration,
487
salary or perquisites or any other form of
compensation/payout to the Promoters (collectively)
exceeding 10% (ten percent) of the profit after tax of the
Company for the previous Financial Year as reflected in the
audited financial statement of the Company for such Financial
Year.
13. Increase, reduce, repay, purchase, redeem,

subdivide, consolidate, buy-back or otherwise vary or enter
into a contract to vary the authorized or issued share capital of
any Company (other than the issue of shares upon the exercise
of options granted under the ESOP Scheme).
14. Create, issue or allow to come into being any

mortgage or charge or Encumbrance over any assets of the
Company in respect of the debt raised by the Company in
accordance with the provisions of the Transaction Documents
(including paragraph 15 of this ANNEXURE 1).
15. Any debt raised by the Company (whether through

loans, issuance of debt securities or in any other manner
including non-fund based limits, excluding the margin money
requirement for availing such non-fund based debt), in excess
of 3.5x (three point five times) the EBITDA of the Company.
16. Enter into any guarantee or indemnity obligations,

except (i) in the ordinary course of business of the Company;
(ii) for availing of any debt financing by the Company; and/
or (iii) for availing of any equity financing by the Company.
17. Formation/ dissolution of any subsidiary or entering

into any joint venture or similar arrangement by the Company,
acquisition of other businesses by the Company or any other
investments by the Company wherein such investments are in
excess of INR 1,00,00,000 (Indian Rupees One Crore).
18. Disposal of assets whose value on an aggregate

basis in each Financial Year exceeds 10% of the Company’s
net asset value (on the basis of the latest audited financial
statements).
19. Appointment or removal of the Independent

Director
20. Change in composition of the Board of the

Company (except for any appointment of Directors on the
Board pursuant to the Promoter Loan Documents) or any
changes to the Key Managerial Personnel of the Company.
21. Appoint or remove statutory auditors and internal

auditors to the Company.
22. Commencement of any litigation/dispute by the

Company, which is outside the ordinary course of Business of
the Company, in respect of (i) matters wherein the quantum of
money involved is more than INR 1,00,00,000 (Indian Rupees
One Crore); (ii) any criminal litigation; (iii) any claims/issues
raised by Governmental Authorities.
23. Settlement of any litigation/dispute by the Company

in respect of (i) matters wherein the quantum of money
involved is more than INR 1,00,00,000 (Indian Rupees One
Crore); (ii) any criminal litigation; (iii) any claims / issues
raised by Governmental Authorities; and (iii) involving the
admission of any non-monetary liability by the Company.
24. In relation to any IPO for the Company’s Equity
488
Securities: If the Investors are participating in the Offer for
Sale in such public offering, the valuation at which such
public offering may be undertaken, the merchant bankers and
investment bankers to be appointed for the purposes of such
public offering.
25. Filing of the updated draft red herring

prospectus/red herring prospectus with the Governmental
Authorities for the Proposed IPO.
26. Notwithstanding anything contained in these

Articles, the thresholds specified in paragraphs 2 and 3 of Part
A and paragraph 11 of Part B of this Annexure 1 are absolute
and are not subject to the permissible deviation limit for each
of the line items specified in the Annual Business Plan.
Part C
DEFINITIONS AND INTERPRETATION
137 137.1. Subject to the requirements of the applicable Law,
in the event of any conflict between the provisions of Articles
1 to 122 (except Article 37A) and Articles 137 to 147
(Articles 137 to 147 being and are referred to as the
“Framework Articles”), the provisions of the Framework
Articles shall prevail and apply. The provisions of the
Investment Amending Articles shall be read together with the
Framework Articles. The Company and the Shareholders
acknowledge that Article 37A has been incorporated pursuant
to the provisions of the Promoter Loan Documents (as defined
in Part B of these Articles) and the provisions of the
Framework Articles shall not in any manner adversely affect
the operation of Article 37A.
137.2. Notwithstanding the provisions of Articles 1 to 122

(except Article 37A), the Company and the Shareholders shall
not be bound by, or subject to, any duties, obligations or
covenants under the Articles 1 to 122 (except Article 37A) to
the extent of any conflict in any manner with the Framework
Articles.
137.3. Subject to Article 137.1, the plain meaning of the

Framework Articles shall always be given effect to, and no
rules of harmonious construction shall be applied to resolve
conflicts between:
137.3.1. Articles 1 to 122 (excluding Article 37A) and/ or

the Investment Amending Articles on the one hand; and
123.3.3 The Framework Articles, on the other.
137.4. In this Part C of these Articles, the following

capitalized words and expressions shall have the following
meanings:
“Bonds” means up to 20,000 unlisted, secured, redeemable,

non-convertible bonds of nominal value of INR 100,000 each,
aggregating to not more than INR 2,000,000,000 to be issued
by the LLP in three or more Tranches pursuant to the Bond
Trust Deed.
“Bond Holders” means the persons who are, for the time
being and from time to time, the holders of the Bonds, and
“Bond Holder” means each such person.
“Bond Documents” means:
(a) the Bond Trust Deed;
(b) the pledge agreement dated 30 March 2019
489
executed among others, the Pledgors and the Bond Trustee,
and related powers of attorney provided by the Pledgors;
(c) the deed of hypothecation dated 30 March 2019

executed between the LLP and the Bond Trustee;
(d) the deed of guarantee dated 30 March 2019

executed between the guarantors named therein and the Bond
Trustee; and
(e) amendment deed dated 21 October 2019 to the

Bond Trust Deed executed among others, the LLP and the
Bond Trustee.
“Bond Trust Deed” means the bond trust deed dated March
30, 2019 by and between the LLP, the Guarantors, the
Pledgors and the Bond Trustee as amended by the amendment
deed dated 21 October 2019 and from time to time.
“Bond Trustee” means IDBI Trusteeship Services Limited, a

company incorporated under the Companies Act, 1956 with
corporate identification number U65991MH2001GOI131154
and having its registered office at Ground Floor, Asian
Building, 17, R Kamani Marg, Ballard Estate, Mumbai –
400001 and a branch office at 1105, Arunachal Building,
Barakhamba Road, New Delhi – 110001.
“Buyback Option” means the right provided to the Investors

to require the Company to undertake a buy back of the Equity
Securities held by the Investors in accordance with Articles
133.6, 133.7 and 134.3.
“Company” shall mean Prince Pipes and Fittings Limited, a

public limited company incorporated under the Companies
Act, 1956 and having its registered office at Plot NO.1, Honda
Industrial Estate, Phase II, Honda Sattari, Goa 403530, India.
“DR Shares” means the Equity Shares of the Company held

by Promoters constituting 16% (sixteen percent) of the Share
Capital of the Company on a Fully Diluted Basis under the
Bond Documents.
“Encumbered Shares” means the DR Shares and the Pledged

Shares.
“Encumbrance” means, without limitation, any mortgage,

pledge, equitable interest, assignment by way of security,
conditional sales contract, hypothecation, right of other
Persons, claim, security interest, encumbrance, title defect,
title retention agreement, voting trust agreement, interest,
option, lien, charge, commitment, restriction or limitation of
any nature whatsoever, including restriction on use, voting
rights, Transfer, receipt of income or exercise of any other
attribute of ownership, right of set-off, any arrangement (for
the purpose of, or which has the effect of, granting security),
or any other security interest of any kind whatsoever, or any
agreement, whether conditional or otherwise, to create any of
the same
“Equity Securities” means Equity Shares, membership

interests, or other ownership interests in the Company and any
options, warrants, convertible preference shares, convertible
debentures, foreign currency convertible bonds, share / stock
options, (whether or not vested), loans or other securities that
are directly or indirectly convertible into, or exercisable or
exchangeable for, Equity Shares, membership interests, or
other ownership interests in the Company (whether or not
490
such derivative securities are issued by the Company and
whether or not then currently convertible, exercisable or
exchangeable).
“Equity Shares” means the equity shares of the Company,

having a face value of INR 10 (Indian Rupees Ten) each.
“Financial Indebtedness” means any indebtedness for or in

respect of:
(a) moneys borrowed;

(b) any amount raised by acceptance under any
acceptance credit, bill acceptance or bill endorsement facility
or dematerialised equivalent;
(c) any amount raised pursuant to any note purchase
facility or the issue of bonds, notes, debentures, loan stock or
any similar instrument;
(d) the amount of any liability in respect of any lease or
hire purchase contract which would, in accordance with
generally accepted accounting principles (GAAP), be treated
as a finance or capital lease;
(e) receivables sold or discounted (other than any
receivables to the extent they are sold on a non-recourse
basis);
(f) any amount raised under any other transaction
(including any forward sale or purchase agreement) having
the commercial effect of a borrowing;
(g) any derivative transaction entered into in connection
with protection against or benefit from fluctuation in any rate
or price including any credit support arrangement in respect
thereof (and, when calculating the value of any derivative
transaction, only the marked to market value shall be taken
into account);
(h) shares (or any instruments convertible into shares)
which are expressed to be redeemable or the subject of a put
option or any form of guarantee or any obligation under any
put option in respect of any shares;
(i) any counter-indemnity obligation in respect of a
guarantee, indemnity, bond, standby or documentary letter of
credit or any other instrument issued by a bank or financial
institution; and
(j) the amount of any liability in respect of any
guarantee or indemnity for any of the items referred to in
paragraphs (a) to (i) above.
“Fully Diluted Basis” means that the calculation is to be made
assuming that all outstanding Equity Securities (whether or
not by their terms then currently convertible, exercisable or
exchangeable), and all outstanding commitments to issue
Equity Shares, membership or ownership interests, at a future
date whether or not due to the occurrence of an event or
otherwise, have been so converted, exercised or exchanged, as
of the date with respect to which the calculation is being
made.
“Investment Framework Agreement” or “IFA” means the

investment framework agreement entered into by the
Company, the Promoters, the Investors, the Bond Trustee and
the LLP, as may be amended or restated from time to time and
shall include all the annexures of and schedules to it.
“Investment Framework Documents” means:
(a) the IFA;

(b) the SSA;
(c) the SHA;
(d) the Bond Documents; and
(e) the Articles (including Parts A and B).
491
“Investor(s)” means South Asia Growth Funds II Holdings
LLC and South Asia EBT Trust.
“Investor Drag Along Right” means the drag along right of

the Investors exercised in accordance with Articles 133.6,
133.7 and 134.3.
“IPO” has the meaning ascribed to it under the SHA.
“LLP” means Express Infra Projects LLP, a limited liability

partnership incorporated under the Limited Liability
Partnership Act, 2008 with LLPIN AAL-7584 and having its
registered office at 8th Floor, The Ruby, SB Marg, Dadar
(W), Mumbai – 400028.
“Offer for Sale” means an offer for sale of specified securities

to the public by any existing shareholder(s) of such securities
as a part of an initial public offer, as understood under
provisions of the Securities and Exchange Board of India
(Issue of Capital and Disclosure Requirements) Regulations,
2018.
“Pledged Shares” means the Equity Shares of the Company

pledged by the Promoters under the Bond Documents and any
other arrangements (whether oral or written) constituting 35%
(thirty five percent) of the Share Capital of the Company on a
Fully Diluted Basis.
“Promoter” means each of Jayant Chheda, Tarla Chheda,

Parag Chheda, Heena Chheda and Vipul Chheda.
“Proposed IPO” means the IPO proposed to be undertaken by

the Company pursuant to the filing of the draft red herring
prospectus dated October 15, 2018 (including any addendum
or corrigendum to it) filed with the Securities Exchange and
Board of India.
“Put Option” means the right provided to the Investors to

require the Promoters to purchase the Equity Securities held
by the Investors in accordance with clauses 12.6, 12.7 and
clause 14.3 of the SHA.
“QIPO” means:
(a) a public offer of Equity Shares by the Company and

the consequent listing of the Equity Shares on the National
Stock Exchange and Bombay Stock Exchange which satisfies
the following conditions:
(i) such offer includes a secondary sale by way of an

offer for sale by the guarantors (as defined under the Bond
Documents) for a minimum amount of INR 1000,000,000;
and
(ii) such offer occurs at a post money valuation of not

less than INR 16000 million;
and
(b) the IPO that is undertaken pursuant to the

requirements set out in clause 11 of the SHA.
“SHA” means the shareholders agreement dated November

20, 2019 entered into by and between the Investors, Promoters
and the Company, as amended from time to time.
492
“Share Capital” shall mean the issued and fully paid-up equity
share capital of Company, on a Fully Diluted Basis.
“Stock Exchange” means the BSE Limited and the National

Stock Exchange of India Limited
“South Asia EBT Trust” shall mean South Asia EBT Trust, a
trust established under the laws of India and having its office
at 5, Kamu Villa, Khotwadi, Sir Phiroz Shah Mehta Road
Santacruz West, Mumbai 400054, India and through its
trustee being Orbis Capital Limited, having its registered
office address at Orbis Capital Limited, 4A, Ocus
Technopolis, Golf Club Road, Sector 54, Gurugram – 122
002.
“South Asia Growth Funds II Holdings LLC” shall mean

South Asia Growth Fund II Holdings LLC, a limited liability
company organized under the laws of the State of Delaware,
United States of America and having its office at 4800
Montgomery Lane, Suite 450, Bethesda, MD 20814.
“SSA” means the share subscription agreement dated

November 20, 2019 entered into by and between the
Investors, Promoters and the Company, as amended from time
to time.
“Subscription Shares” means 596,500 (Five Lakh Ninety Six

Thousand Five Hundred) CCPS.
“Transfer” (including the terms “Transferred by”,

“Transferring” and “Transferability”) means to directly or
indirectly transfer, sell, assign, exchange, gift, dispose off in
any manner, or subject to any Encumbrance, whether or not
voluntarily, and whether by operation of law or otherwise.
SALE OF PROMOTER’S SHARES, LIQUIDITY PREFERENCE AND ESCROW MECHANISM
138 138.1 The Promoters, Company, LLP, Investors and the
Bond Trustee agree that on occurrence of the following: (a)
invocation of pledge by the Bond Trustee and sale of the
Pledged Shares and/or exercise of drag-along right over the
DR Shares pursuant to the Bond Documents; or (b) exercise
of the Investor Drag Along Right pursuant to the provisions
of the SHA, or (c) sale of any Equity Securities held by the
Promoters, the proceeds received by the Bond Trustee and/or
the Promoters (as applicable) shall be utilized in the following
manner:
138.1.1 first, towards the repayment of the Debt outstanding

on such date pursuant to the Bond Documents; and
138.1.2 second, to satisfy Liquidation Preference of the

Investor under clause 9 of the SHA.
138.2 The Promoters shall deposit all proceeds received

on account of sale of any Equity Securities held by such
Promoters (including on occurrence of events mentioned in
Article 137.1) in an escrow account duly opened by the
Promoters to the satisfaction of the Bond Trustee (acting on
the instructions of the Bond Holders) (the “Escrow Account”).
The Escrow Account shall be charged in favour of the Bond
Trustee (for the benefit of the Bond Holders) and shall be
operated as per the instructions of the Bond Trustee (acting on
the instructions of the Bond Holders). Each of the Company,
the Promoters, the Investors, the LLP and the Bond Trustee
shall perform such further acts and execute such further
documents as may be required to carry out and give full effect
to the provisions of this Article 137.2 and the intentions of the
Company, the Promoters, the Investors, the LLP and the Bond
493
Trustee, as reflected thereby.
TAG RIGHT OF THE INVESTORS
139 139.1 The Investors acknowledge the encumbrance over
Pledge Shares and DR Shares created for the benefit of the
Bond Holders and agree that provisions of Clause 6 of the
SHA shall not apply in relation to any transfer of Equity
Shares on account of enforcement of pledge over Pledge
Shares or exercise of drag along rights in relation to the DR
Shares.
139.2 The Investors’ Tag Right (pursuant to Clause 6 of

the SHA (Transfer by Promoters)) shall not be applicable to
any Transfer of the Pledged Shares on account of enforcement
of pledge or Transfer of DR Shares on exercise of drag along
rights in accordance with the Bond Documents and no
Transfer Consent (as defined in the SHA) will be required in
relation to such transfer of Equity Shares.
EXIT RIGHTS OF THE INVESTORS
140 Investor Drag Along Rights 1Investor Drag Along Rights.
Put Option Buyback Option 140.1.1 The Bond Trustee (acting on behalf of the Bond
Holders) hereby grants consent to the exercise of the Investor
Drag Along Right (not including the Buyback Option and the
Put Option) in furtherance of the provisions of the SHA and
the Bond Trustee acknowledges that no further consent will
be required from the Bond Trustee at the time of the Investors
exercising the Investor Drag Along Rights (and not the
Buyback Option or the Put Option) , subject to the terms of
the IFA.
140.1.2 If the debt in relation to the Bonds has not been paid
in full prior to the exercise of the Investor Drag Along Right,
the exercise of Investor Drag Along Right shall be subject to
the following:
(a) The Investors, the Promoters, the Company and the

LLP shall ensure that at least such number of Equity Shares
held by the Promoters are sold as a result of the exercise of
the Investor Drag Along Right as are sufficient to repay the
debt in relation to the Bonds in full (to the satisfaction of the
Bond Trustee acting on the instructions of the Bond Holders).
(b) The proceeds of the proposed sale of Equity Shares

held by the Promoters (including the Encumbered Shares)
pursuant to the exercise of the Investor Drag Along Right
shall be deposited in the Escrow Account in accordance with
Article 137.2. Pursuant to such deposit and on confirmation
from the Bond Holders to the Bond Trustee that the amount
deposited in the Escrow Account is sufficient to repay the
outstanding debt in relation to the Bonds in full, the Bond
Trustee (acting on the instructions of the Bond Holders) shall
immediately release the Encumbrance over the Encumbered
Shares in accordance with the terms of the Bond Documents.
(c) Each of the Company, the Promoters, the Investors,

the LLP and the Bond Trustee hereby agree to cooperate and
undertake necessary actions, as maybe required to give effect
to the process contemplated above.
140.2 Put Option and Buyback Option
The Promoters shall obtain prior written consent of the Bond

Trustee (acting on the instructions of the Bond Holders), as
required under the provisions of the Bond Documents, at the
time of honouring the Put Option or Buyback Option, as
exercised by the Investors pursuant to the provisions of the
SHA, and nothing contained in these Framework Articles
shall be deemed to be a consent provided by the Bond Trustee
494
and the Bond Holders in relation to exercise or consummation
of such rights.
140.3 The Promoters shall promptly provide the Bond

Trustee with details regarding the Transfer of Equity
Securities pursuant to an exercise of the Investor Drag Along
Right, Put Option or Buyback Option including the term sheet
(whether proposed or in agreed form, if applicable) the
proposed purchaser (if applicable), number of shares to be
transferred, the consideration, valuation and any other
information as the Bond Trustee may reasonably require.
IPO
141 141.1 The Promoters covenant and undertake to the Bond
Trustee, Company, LLP and Investors that any proceeds that
may accrue to the Promoters pursuant to an Offer for Sale
(whether with respect to the Proposed IPO, the QIPO or the
IPO) shall be utilized by the Promoters, to first pay the Bond
Holders towards the repayment of the Debt outstanding on
such date under the Bond Documents.
141.2 If the IPO fails to meet the requirement of the

QIPO, the Company, the Promoters, the Investors, the LLP
and the Bond Trustee agree that the Company shall take a
prior written consent of: (i) the Bond Trustee as provided for
in Bond Documents and (ii) the Investors under the SHA.
RESERVED MATTERS
142 142.1 The Company, the Promoters, the Investors, the
LLP and the Bond Trustee agree that any exercise of the
affirmative voting rights, of the Investors, provided for in
Clause 4 of the SHA read with Schedule 2 (Reserved Matters)
of the SHA shall not be applicable to the following matters,
and the Investors hereby provide their consent in relation to
the following matters and shall do every act, deed or thing as
may be necessary to enable such actions:
142.1.1 Appointment of the Nominee Director pursuant to

clause 10.6 (Nominee Director) of the Bond Trust Deed;
142.1.2 Settlement of the dispute between the Aditya

Developers and Montana Developers Private Limited;
142.1.3 Merger of the LLP with the Company, in

accordance with paragraph 2.5 (Liquidity) of schedule 4
(Covenants and Undertakings) of the Bond Trust Deed; and
142.1.4 Transfer of any Equity Shares pursuant to

enforcement of pledge or exercise of drag rights under the
terms of the Bond Documents.
142.2 In the event of any merger of the LLP with the

Company in furtherance of schedule 2 of the Bond Trust
Deed, the Promoters, Company and Bond Trustee hereby
agree that at the time of such merger, the LLP shall have no
other Financial Indebtedness except for the debt of upto INR
2,000,000,000 provided to the LLP by the Bond Holders
under the Bond Documents, along with applicable interest,
charges and any other monies due from the LLP in relation to
the Bonds.
142.3 The LLP hereby represents and covenants that as of

the date of the IFA, the only Financial Indebtedness availed
by it is the Debt outstanding pursuant to the Bonds, and that it
shall not incur any other Financial Indebtedness without the
prior written consent of the Bond Trustee.
PAYMENT OF DEBT
143 The Bond Trustee acknowledges that the Bonds may be
prepaid by the LLP in accordance with the terms of the Bond
495
Documents relating to the process for repayment of the Debt
(including but not limited to paragraphs 6, 8 and 10 of
schedule 1 and clauses 17 and 22 of the Bond Trust Deed).
INFORMATION
144 The Promoters hereby agree and undertake that in the event of
any amendment to the Bond Documents which relate to or
impact: (i) the IFA and/or (ii) the matters covered in clause
14.1.6 of the SHA, then the Promoters shall immediately, and
no later than 2 (two) Business Days, inform the Investors of
such amendment and provide a copy of such amendment to
the Investors.
The Promoters hereby agree and undertake that in the event of

any amendment to the SHA which relate to or impact the IFA,
then the Promoters shall immediately, and no later than 2
(two) Business Days, inform the Bond Trustee (acting on
behalf of the Bond Holders) of such amendment and provide a
copy of such amendment to the Bond Trustee (acting on
behalf of the Bond Holders).
TERMINATION
145 In the event that the IFA is terminated in accordance with
Clause 9 of the IFA, the Framework Articles shall cease to be
in force and shall stand lapsed on the date of such termination.
146 146. The LLP, the Company, the Promoters and the
Investors acknowledge and agree that any breach of the terms
of the Framework Articles by any of them shall constitute an
‘Event of Default’ under the Bond Trust Deed.
147 147. The Company and the Promoters acknowledge and
agree that any breach of the terms of the Framework Articles
by such Promoters and/or the Company shall constitute an
‘Event of Default’ under the SHA.
496
SECTION IX – OTHER INFORMATION
MATERIAL CONTRACTS AND DOCUMENTS FOR INSPECTION
Copies of the following contracts (not being contracts entered into in the ordinary course of business carried on
by our Company or entered into more than two years before the date of this Red Herring Prospectus), which are
or may be deemed material have been entered or to be entered into by our Company, copies of which will be
attached to the copy of this Red Herring Prospectus/the Prospectus, filed with the Registrar of Companies and
also the documents for inspection referred to hereunder, may be inspected at our Registered Office and our
Corporate Office from 10.00 am to 4.00 pm on Working Days from the date of this Red Herring Prospectus until
the Bid/Offer Closing Date, except for such contracts and documents that will be executed subsequent to the
completion of the Bid/Offer Closing Date.
Material Contracts to the Offer
1. Offer agreement between our Company, the Promoter Selling Shareholders and the BRLMs dated
October 15, 2018 and the amendment to the offer agreement dated November 29, 2019 entered among
our Company, the Promoter Selling Shareholders and the BRLMs.
2. Registrar agreement among our Company, the Promoter Selling Shareholders and Registrar to the Offer
dated October 12, 2018 and the amendment to the registrar agreement dated November 29, 2019
entered into among our Company, the Promoter Selling Shareholders and the Registrar to the Offer.
3. Cash escrow and sponsor bank agreement dated December 10, 2019 among our Company, the
Promoter Selling Shareholders, the BRLMs, the Escrow Collection Bank, the Refund Bank, Public
Offer Bank and the Registrar to the Offer.
4. Share escrow agreement dated December 10, 2019 among our Company, the Promoter Selling
Shareholders, the Share Escrow Agent and the Registrar to the Offer.
5. Syndicate agreement dated December 10, 2019 among our Company, the Promoter Selling
Shareholders, the BRLMs and the Syndicate Members.
6. Underwriting agreement dated [●] among our Company, the Promoter Selling Shareholders and the
Underwriters.
7. Tripartite agreement dated February 7, 2017 among NSDL, our Company and Adriot Corporate
Services Private Limited, read with letter from NSDL to our Company dated September 8, 2017
substituting Adroit Corporate Services Private Limited with the Registrar to the Offer as the RTA.
8. Tripartite agreement dated September 11, 2017, among CDSL, our Company and the Registrar to the
Offer.
9. Monitoring agency agreement dated December 10, 2019, among our Company and the Monitoring
Agency.
Material Documents
1. Certified copies of our Memorandum and Articles of Association, as amended from time to time.
2. Our certificates of incorporation dated November 13, 1987 and August 11, 2017.
3. Resolution of the Board of Directors dated September 24, 2018, authorising the Offer.
4. Resolution of the Shareholders dated September 29, 2018, under section 62(1)(c) of the Companies
Act, 2013 authorising the Offer.
5. Resolutions of the Board dated September 24, 2018 and November 22, 2019, taking note of the Offer
for Sale.
497
6. Agreements dated September 26, 2017 and November 27, 2019 between our Company and Jayant
Shamji Chheda in relation to his appointment as the Managing Director of our Company.
7. Agreements dated September 26, 2017 and November 27, 2019 between our Company and Parag
Jayant Chheda in relation to his appointment as an Executive Director of our Company.
8. Agreements dated September 26, 2017 and November 27, 2019 between our Company and Vipul
Jayant Chheda in relation to his appointment as an Executive Director of our Company.
9. Resolution of the Board of Directors dated September 24, 2018, approving the Draft Red Herring
Prospectus.
10. Resolution of the Board of Directors dated December 11, 2019, approving this Red Herring Prospectus.
11. Consent letters from the Promoter Selling Shareholders giving consent for their participation in the
Offer.
12. Examination report of the Statutory Auditor, M/s. Khimji Kunverji & Co. LLP (Formerly Khimji
Kunverji & Co. – FRN 105146W), Chartered Accountants, dated November 22, 2019 on the Restated
Financial Statements included in this Red Herring Prospectus, along with the Restated Financial
Statements.
13. Statement of possible special tax benefits available to our Company and its Shareholders from M/s.
Khimji Kunverji & Co. LLP (Formerly Khimji Kunverji & Co. – FRN 105146W), Chartered
Accountants dated November 25, 2019.
14. Written consent from our Statutory Auditor, namely, M/s Khimji Kunverji & Co. LLP (Formerly
Khimji Kunverji & Co. – FRN 105146W), Chartered Accountants, to include its name as an “expert”
as defined under the Companies Act, 2013 in respect of its (a) examination report dated November 22,
2019 on the Restated Financial Statements, and (b) report dated November 25, 2019 on the statement of
possible special tax benefits available for our Company and the Shareholders.
15. Written consent dated November 26, 2019 from Rajesh Patel, Reliable Testing, Chartered Engineer, to
be named as an “expert” as defined under the Companies Act, 2013.
16. Industry report titled “Assessment of the polymer pipes industry” dated November, 2019, prepared by
CRISIL Research along with consent from CRISIL Limited dated November 22, 2019.
17. Consents of the Bankers to our Company, BRLMs, Syndicate Members, Registrar to the Offer,
Directors, Chief Financial Officer, Company Secretary and Compliance Officer, Statutory Auditor,
legal counsel, as referred to, in their respective capacities, the Monitoring Agency, Escrow Collection
Bank/Public Offer Bank/Sponsor Bank/Refund Bank and CRISIL.
18. Personal guarantees dated November 23, 2016 and July 15, 2019 from Jayant Shamji Chheda, Parag
Jayant Chheda and Vipul Jayant Chheda in relation to the certain loans availed by our Company.
19. Share Subscription Agreement and Shareholders’ Agreement, each dated November 20, 2019, entered
into between our Company, South Asia Growth Fund II Holdings LLC, South Asia EBT Trust and the
Promoters.
20. Investor Framework Agreement dated November 20, 2019, entered into between our Company, the
Investors, the IDBI Trusteeship Services Limited, Express Infra Projects LLP and the Promoters.
21. Pledge Agreement dated March 30, 2019, entered into between our Company, the Promoters, Jayant
Shamji Chheda HUF, and IDBI Trusteeship Services Limited; letter dated November 20, 2019 from
our Company to the IDBI Trusteeship Services Limited; and letter dated November 29, 2019 from
IDBI Trusteeship Services Limited to our Company, our Promoters, Jayant Shamji Chheda HUF and
Express Infra Projects LLP.
22. A letter of undertaking dated November 20, 2019 executed by our Company to adhere to the specific
environmental, social, labour, health and safety or security measures.
498
23. Copies of annual reports of our Company for Fiscal Years 2014, 2015, 2016, 2017, 2018 and 2019.
24. Copy of the audit report and the audited financial statements for the three-month period ended June 30,
2019.
25. In-principle listing approvals dated November 16, 2018 and November 14, 2018 received from NSE
and BSE, respectively.
26. Due diligence certificate dated October 15, 2018 to SEBI from the BRLMs.
27. SEBI observation letter dated December 28, 2018.
Any of the contracts or documents mentioned in this Red Herring Prospectus may be amended or modified at
any time, if so required in the interest of our Company, or if required by other parties, without notification to the
Shareholders, subject to compliance with the provisions contained in the Companies Act, 2013 and other
relevant statutes.
499
DECLARATION
We hereby certify and declare that all relevant provisions of the Companies Act and the
rules/guidelines/regulations issued by the Government of India or the guidelines/regulations issued by SEBI,
established under section 3 of the SEBI Act, as the case may be, have been complied with and no statement
made in this Red Herring Prospectus is contrary to the provisions of the Companies Act, the SCRA, the SEBI
Act, the SCRR or rules made or guidelines or regulations issued thereunder, as the case may be. We further
certify that all statements in this Red Herring Prospectus are true and correct.
SIGNED BY THE DIRECTORS OF OUR COMPANY

(Chairman and Managing Director) ____________________________
Parag Jayant Chheda ____________________________

(Executive Director)
Vipul Jayant Chheda

(Executive Director) ____________________________
Rajesh R. Pai ____________________________

(Non-executive Director)
Ramesh Chandak ____________________________

(Independent Director)
Mohinder Pal Bansal ____________________________

Dilip Deshpande ____________________________

Uma Mandavgane ____________________________

Date: December 11, 2019
Place: Mumbai
SIGNED BY THE CHIEF FINANCIAL OFFICER OF OUR COMPANY
Shyam Sharda ____________________________
Place:Mumbai _________________________
500
DECLARATION BY THE PROMOTER SELLING SHAREHOLDERS
I confirm that all statements and undertakings made or confirmed by me in this Red Herring Prospectus in
relation to myself, as a Selling Shareholder and the Equity Shares which are being offered by me by way of the
Offer for Sale pursuant to the Offer, are true and correct. I assume no responsibility for any other statements
including statements made by the Company or any other person(s) in this Red Herring Prospectus.
SIGNED BY:
Jayant Shamji Chheda ____________________________

(on behalf of himself and as power of attorney
holder of the second joint holder, Tarla Jayant
Chheda)
Place: Mumbai
501
SIGNED BY:
Tarla Jayant Chheda ____________________________

(on behalf of herself and as power of attorney
holder of the second joint holder, Jayant Shamji
Chheda)
Place: Mumbai
502
SIGNED BY:
Parag Jayant Chheda ____________________________

Chheda)

Place: Mumbai
503
SIGNED BY:
Vipul Jayant Chheda ____________________________

Chheda)
Place: Mumbai
504

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RED HERRING PROSPECTUS

Dated: December 11, 2019

PRINCE PIPES AND FITTINGS LIMITED

SECTION I – GENERAL ....................................................................................................................................... 1

DEFINITIONS AND ABBREVIATIONS

Company Related Terms

Offer Related Terms

The term “Bidding” shall be construed accordingly.

Technical/Industry related terms/abbreviations

Conventional and General Terms or Abbreviations

Currency and units of presentation

Exchange rate as at (in ₹)

Financial and other data

Industry and Market Data

The CRISIL Research Report is subject to the following disclaimer:

• reduction in the residential and non-residential construction markets;

RISKS RELATING TO OUR BUSINESS AND INDUSTRY

CRISIL Research expects construction expenditure on urban infrastructure to be approximately ₹ 3.4

Litigation against our Company

Nature of the cases No. of cases outstanding Amount involved

Litigation against certain of our Promoters/Directors

Nature of the cases No. of cases outstanding Amount involved

• alteration of our capital structure in any manner;

Incident/notice Summary of claim/notice Summary of outcome of the

51. We have had negative cash flows in the past.

4. We may be adversely affected by future regulatory changes.

RISKS RELATING TO THE EQUITY SHARES AND THE OFFER

• our financial condition, results of operations and cash flows;

Name of Promoter Average cost of acquisition per

OVERVIEW OF THE INDIAN PLASTIC PIPES INDUSTRY

Types and applications

DOMESTIC DEMAND – REVIEW AND OUTLOOK

Domestic market size for plastic pipes

Source: industry, CRISIL Research

The factors that are expected to contribute to demand growth are:

Low per-capita consumption of plastic

Source: CRISIL Research

Substitution and replacement demand

Plastic pipes – Shift in demand segmentation, by type

Source: CRISIL Research

Plastic pipes – Growth across each segment

Source: CRISIL Research

Investments in the end-user segments

● Real estate – Housing for All scheme

Shift in demand segmentation by end-users

Source: CRISIL Research

Spending in irrigation by states to increase, Centre to focus on monitoring

● Forming SLSCs (State Level Sanctioning Committees) for 26 states

Healthy growth in government investments towards WSS

Source: CRISIL Research

Real estate sector

Real estate demand drivers

Visible traction in affordable housing under PMAY (urban)

Source: PMAY documents, project update reports, CRISIL Research

Source: CRISIL Research

(CAGR) FY14 to FY19 (%) FY19 to FY24 (%)

Irrigation 9-10% 8-9%

WSS 10-11% 9-10%

Plastic pipes and fittings 10-12% 12-14%