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BOOK RUNNING LEAD MANAGER REGISTRAR TO THE ISSUEPANTOMATH CAPITAL ADVISORS PRIVATE LIMITED 406-408, Keshva Premises, Behind Family Court,Bandra Kurla Complex,Bandra East, Mumbai - 400051 Tel: +91-22 61946725Fax: +91-22 2659 8690Website:www.pantomathgroup.comEmail: [email protected] Grievance Id: [email protected] Person: Saahil KinkhabwalaSEBI Registration No:INM000012110

BIGSHARE SERVICES PRIVATE LIMITEDE/2, Ansa Industrial Estate, Saki Vihar Road, Saki Naka, Andheri (East), Mumbai – 400 072Tel: +91 22 40430200Fax: +91 22 28475207Email: [email protected]: www.bigshareonline.comInvestor Grievance Id:[email protected] Contact Person: Babu RaphaelSEBI Registration Number: INR000001385

BID/ ISSUE PROGRAMMEBID/ISSUE OPENS ON: [●] BID/ISSUE CLOSES ON: [●]

DRAFT RED HERRING PROSPECTUSDated: June 5, 2017

Read section 32 of the Companies Act, 2013(The Draft Red Herring Prospectus will be updated upon filing with the RoC)

Book Built Offer

ADROIT INDUSTRIES (INDIA) LIMITEDOur Company was originally formed and registered as a partnership firm under The Indian Partnership Act, 1932 and was thereafter converted from a partnership firm to a Public Limited Company under Part IX of the Companies Act, 1956 with the name of “Adroit Industries (India) Limited” and received a Certificate of Incorporation issued by Additional Registrar of Companies, Maharashtra, Mumbai on January 09, 1995 bearing Registration No. 011-84474. However, Certificate of Commencement of Business was issued by the Registrar of Companies on January 20, 2011. The Corporate Identification Number of our Company is U74999MH1995PLC084474.For details of incorporation, change of name and registered office of our Company, please refer to chapter titled “General Information” and “Our History and Certain Other Corporate Matters” beginning on page 59 and 166 respectively of this Draft Red Herring Prospectus.

Registered Office: 308, Acme Plaza, Opp. Sangam Cinema, Andheri Kurla Road, Andheri (East), Mumbai - 400 059 Maharashtra, IndiaCorporate Office: 44-59 Sector D2 Industrial Area, Sanwer Road, Indore 452015, Madhya Pradesh, India

Tel. No.: 9826783607; Fax No.: NA; E-mail: [email protected]; Website: www.adroitindustries.comContact Person: Nikita Sharma, Company Secretary and Compliance Officer

PROMOTER OF OUR COMPANY: MUKESH SANGLA AND SAURABH SANGLA

THE OFFERPUBLIC OFFER OF UPTO 67,85,600 EQUITY SHARES OF FACE VALUE OF 10/- EACH (“EQUITY SHARES”) OF ADROIT INDUSTRIES (INDIA) LIMITED (“COMPANY” OR “ISSUER”) FOR CASH AT A PRICE OF [●] PER EQUITY SHARE (INCLUDING A SHARE PREMIUM OF RS. [●] PER EQUITY SHARE) AGGREGATING UP TO RS [●] LAKHS (“OFFER”) COMPRISING A FRESH ISSUE OF UPTO 38,40,000 EQUITY SHARES AGGREGATING UP TO RS. [●] LAKHS* BY THE COMPANY (“FRESH ISSUE”) AND AN OFFER FOR SALE OF UPTO 4,91,200 EQUITY SHARES BY MUKESH SANGLA, UPTO 7,60,000 EQUITY SHARES BY MUKESH SANGLA HUF, UPTO 7,79,200 EQUITY SHARES BY MONICA SANGLA AND UPTO 9,15,200 EQUITY SHARES BY AVANTIKA SANGLA (COLLECTIVELY REFERRED TO AS THE “ PROMOTOR/PROMOTOR GROUP SELLING SHAREHOLDERS”) AGGREGATING UPTO 29,45,600 EQUITY SHARES BY THE PROMOTOR/PROMOTOR GROUP SELLING SHAREHOLDERS (“OFFER FOR SALE”) AND TOGETHER WITH THE FRESH ISSUE (“THE OFFER”).THE OFFER COMPRISES OF UPTO 3,47,200 EQUITY SHARES OF FACE VALUE RS. 10/- EACH FOR CASH AT A PRICE OF RS. [●] PER EQUITY SHARE, AGGREGATING RS. [●] LAKHS WHICH WILL BE RESERVED FOR SUBSCRIPTION BY THE MARKET MAKER TO THE OFFER (THE “MARKET MAKER RESERVATION PORTION”). THE OFFER LESS MARKET MAKER RESERVATION PORTION I.E. OFFER OF UPTO 64,38,400 EQUITY SHARES OF FACE VALUE OF RS. 10/- EACH FOR CASH AT A PRICE OF RS. [●] PER EQUITY SHARE, AGGREGATING RS. [●] IS HEREINAFTER REFERED TO AS THE “NET OFFER”. THE OFFER AND THE NET OFFER WILL CONSTITUTE [●] AND [●] RESPECTIVELY OF THE POST OFFER PAID UP EQUITY SHARE CAPITAL OF OUR COMPANY.THE FACE VALUE OF THE EQUITY SHARES IS RS. 10 EACH. THE PRICE BAND AND THE MINIMUM BID LOT WILL BE DECIDED BY OUR COMPANY IN CONSULTATION WITH THE BOOK RUNNING LEAD MANAGER (“BRLM”) AND WILL BE ADVERTISED IN [●] EDITIONS OF THE ENGLISH NATIONAL NEWSPAPER [●], [●] EDITIONS OF THE HINDI NATIONAL NEWSPAPER [●] AND [●] EDITIONS OF THE REGIONAL NEWSPAPER , EACH WITH WIDE CIRCULATION, AT LEAST 5 (FIVE) WORKING DAYS PRIOR TO THE BID/ OFFER OPENING DATE WITH THE RELEVANT FINANCIAL RATIOS CALCULATED AT THE FLOOR PRICE AND THE CAP PRICE AND SHALL BE MADE AVAILABLE TO THE SME PLATFORM OF NATIONAL STOCK EXCHANGE OF INDIA LIMITED (“NSE EMERGE”, REFERRED TO AS THE “STOCK EXCHANGE”) FOR THE PURPOSE OF UPLOADING ON THEIR WEBSITEIn case of any revisions in the Price Band, the Bid/Offer Period will be extended by at least three additional Working Days after such revision of the Price Band, subject to the Bid/Offer Period not exceeding 10 Working Days. Any revision in the Price Band and the revised Bid/Offer Period, if applicable, will be widely disseminated by notification to the Stock Exchanges, by issuing a press release, and also by indicating the change on the website of the BRLM and the terminals of the Syndicate Members (defined herein below).In terms of SEBI Circular No. CIR/CFD/POLICYCELL/11/2015, all potential investors shall participate in the Issue only through an Application Supported by Blocked Amount (“ASBA”) process providing details about the bank account which will be blocked by the Self Certified Syndicate Banks (“SCSBs”) for the same. For details in this regard, specific attention is invited to the chapter titled “Offer Procedure” beginning on page 305 of this Draft Red Herring Prospectus. A copy of Red Herring Prospectus and Prospectus will be delivered for registration to the Registrar as required under Section 32 and Section 26 respectively of the Companies Act, 2013.THE OFFER IS BEING MADE IN ACCORDANCE WITH CHAPTER XB OF THE SECURITIES AND EXCHANGE BOARD OF INDIA (ISSUE OF CAPITAL AND DISCLOSURE REQUIREMENTS) REGULATIONS, 2009, AS AMENDED FROM TIME TO TIME (“SEBI (ICDR) REGULATIONS”).FOR FURTHER DETAILS PLEASE REFER THE SECTION TITLED ‘OFFER INFORMATION’ BEGINNING ON PAGE 295 OF THIS DRAFT RED HERRING PROSPECTUS.

RISK IN RELATION TO THE FIRST OFFERThis being the first public Offer of our Company, there has been no formal market for the Equity Shares. The face value of the Equity Shares is Rs. 10 each. The Floor Price is [●] times the face value and the Cap Price is [●] times the face value. The Offer Price (determined and justified by our Company in consultation with the BRLM as stated in “Basis for Offer Price” on page [●] should not be taken to be indicative of the market price of the Equity Shares after the Equity Shares are listed. No assurance can be given regarding an active or sustained trading in the Equity Shares or regarding the price at which the Equity Shares will be traded after listing

GENERAL RISKSInvestments in equity and equity-related securities involve a degree of risk and investors should not invest any funds in this 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 issued in the Offer have not been recommended or approved by the Securities and Exchange Board of India (“SEBI”), nor does SEBI guarantee the accuracy or adequacy of the Draft Red Herring Prospectus. Specific attention of the investors is invited to the section “Risk Factors” beginning on page 19 of this Draft Red Herring Prospectus.

COMPANY’S AND SELLING SHAREHOLDERS ABSOLUTE RESPONSIBILITYOur Company, having made all reasonable inquiries, accepts responsibility for and confirms that this Draft Red Herring Prospectus contains all information with regard to our Company and the Offer, which is material in the context of the Offer; that the information contained in this Draft Red Herring Prospectus is true and correct in all material aspects and is not misleading in any material respect; that the opinions and intentions expressed herein are honestly held; and that there are no other facts, the omission of which makes this Draft Red Herring Prospectus as a whole or any of such information or the expression of any such opinions or intentions misleading in any material respect. Further, the Selling Shareholders, severally and not jointly, accept responsibility for and confirm only to the extent of the information in the statements specifically confirmed or undertaken by such Selling Shareholders and the respective proportion of the Offered Shares offered by them in this Draft Red Herring Prospectus

LISTINGThe Equity Shares of our Company issued through this Draft Red Herring Prospectus are proposed to be listed on the EMERGE Platform of National Stock Exchange of India Limited (‘NSE EMERGE’). In terms of the Chapter XB of the SEBI (ICDR) Regulations, 2009 as amended from time to time, we are not required to obtain an in-principal listing approval for the shares being issued in this Offer. However, our Company has received an approval letter dated [●] from NSE for using its name in the Offer document for listing of our shares on the SME Platform of NSE. For the purpose of this Offer, EMERGE Platform of the NSE shall be the Designated Stock Exchange.

*Subject to finalisation of Basis of Allotment

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Table of Contents

SECTION I – GENERAL .................................................................................................................. 3 DEFINITION AND ABBREVIATION ............................................................................................. 3 PRESENTATION OF FINANCIAL, INDUSTRY AND MARKET DATA .................................. 17 FORWARD LOOKING STATEMENT .......................................................................................... 18 SECTION II – RISK FACTORS ...................................................................................................... 19 SECTION III – INTRODUCTION .................................................................................................. 41 SUMMARY OF OUR INDUSTRY ................................................................................................. 41 SUMMARY OF BUSINESS ............................................................................................................ 46 SUMMARY OF FINANCIAL STATEMENTS .............................................................................. 52 THE OFFER ..................................................................................................................................... 57 GENERAL INFORMATION ........................................................................................................... 59 CAPITAL STRUCTURE ................................................................................................................. 69 OBJECTS OF THE OFFER ........................................................................................................... 109 BASIS OF THE OFFER ................................................................................................................. 119 STATEMENT OF POSSIBLE TAX BENEFITS .......................................................................... 121 SECTION IV: ABOUT THE COMPANY ..................................................................................... 124 OUR INDUSTRY ........................................................................................................................... 124 OUR BUSINESS ............................................................................................................................ 142 KEY INDUSTRY REGULATIONS AND POLICIES .................................................................. 153 OUR HISTORY AND CERTAIN OTHER CORPORATE MATTERS ....................................... 166 OUR MANAGEMENT .................................................................................................................. 170 OUR PROMOTER AND PROMOTER GROUP .......................................................................... 183 OUR GROUP COMPANIES ......................................................................................................... 187 RELATED PARTY TRANSACTION ........................................................................................... 195 DIVIDEND POLICY ..................................................................................................................... 196 SECTION V: FINANCIAL STATEMENTS AS RESTATED ..................................................... 197 MANAGEMENT‘S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND

RESULTS OF OPERATIONS ....................................................................................................... 232 FINANCIAL INDEBTEDNESS .................................................................................................... 241 SECTION VI – LEGAL AND OTHER INFORMATION ............................................................ 246 OUTSTANDING LITIGATIONS AND MATERIAL DEVELOPMENTS .................................. 246 GOVERNMENT AND OTHER STATUTORY APPROVALS ................................................... 275 OTHER REGULATORY AND STATUTORY DISCLOSURES ................................................. 283 SECTION VII – OFFER INFORMATION ................................................................................... 295 TERMS OF THE OFFER ............................................................................................................... 295 OFFER STRUCTURE ................................................................................................................... 302 OFFER PROCEDURE ................................................................................................................... 305 RESTRICTIONS ON FOREIGN OWNERSHIP OF INDIAN SECURITIES .............................. 353 SECTION VIII – MAIN PROVISIONS OF ARTICLES OF ASSOCIATION ............................. 356 SECTION IX – OTHER INFORMATION .................................................................................... 399 DECLARATION ............................................................................................................................ 401

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The Equity Shares have not been and will not be registered under the U.S Securities Act of 1933,

as amended (“U.S. Securities Act”) or any state securities laws in the United States and may not

be offered or sold within the United States or to, or for the account or benefit of, “U.S. Persons”

(as defined in Regulation S), except pursuant to exemption from, or in a transaction not subject

to, the registration requirements of the U.S. Securities laws. Accordingly, the Equity Shares are

being offered and sold only outside the United States in offshore transaction in reliance on

Regulation S under the U.S. Securities Act and the applicable laws of the jurisdiction where those

offers and sale occur.

The Equity Shares have not been and will not be registered, listed or otherwise qualified in any

other jurisdiction outside India and may not be offered or sold, and application may not be made

by persons in any such jurisdiction, except in compliance with the applicable laws of such

jurisdiction.

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SECTION I – GENERAL

DEFINITION AND ABBREVIATION

In this Draft Red Herring Prospectus, unless the context otherwise requires, the terms and abbreviations

stated hereunder shall have the meanings as assigned therewith.

Company Related Terms

Term Description

―Adroit Industries (India)

Limited‖, or ―the Company‖

,or ―our Company‖ or ―we‖,

―us‖, ―our‖, or ―Issuer‖ or the

―Issuer Company‖

Unless the context otherwise requires, refers to Adroit Industries

(India) Limited, a public limited company incorporated under the

provisions of the Companies Act, 1956

―Articles‖ or ―Articles of

Association‖ or ―AOA‖

The Articles of Association of our Company, as amended from time

to time

―Auditor‖ or ―Statutory

Auditor‖

The statutory auditor of our Company, being M/s .Ashok Khasgiwala

& Co, Chartered Accountants

Avantika Sangla offered shares Upto 9,15,200 Equity Shares offered by Avantika Sangla in the Offer

for Sale as per authorization letter dated May 22, 2017

Banker to our Company

Such banks which are disclosed as bankers to the Company in the

chapter titled ‗General Information‘ beginning on page 59 of this

Draft Red Herring Prospectus.

―Board‖ or ―Board of

Directors‖ or ―our Board‖

The Board of Directors of our Company, as duly constituted from

time to time, or committee(s) thereof

Company Secretary and

Compliance Officer

The Company Secretary and Compliance Officer of our Company

being Nikita Sharma

Corporate Office The Corporate office of our Company situated at 44-59 Sector D2

Industrial Area, Sanwer Road, Indore 452015, Madhya Pradesh, India.

Director(s) The Director(s) of our Company, unless otherwise specified

Equity Shares Equity Shares of our Company of face value of Rs. 10/- each fully

paid up unless otherwise specified in the context thereof.

Equity Shareholders Persons/Entities holding Equity Shares of our Company

Group Companies

Such companies as are included in the chapter titled ―Our Group

Companies‖ beginning on page number 187 of this Draft Red Herring

Prospectus

ISIN ISIN International Securities Identification Number. In this case being

[●]

Monica Sangla offered shares Upto 7,79,200 Equity Shares offered by Monica Sangla in the Offer


Mukesh Sangla offered shares Upto 4,91,200 Equity Shares offered by Mukesh Sangla in the Offer


Mukesh Sangla (HUF) offered

shares

Upto 7,60,000 Equity Shares offered by Mukesh Sangla (HUF) in the

Offer for Sale as per authorization letter dated May 22, 2017

―Memorandum of Association‖

or ―Memorandum‖ or ―MOA‖

The Memorandum of Association of our Company, as amended from

time to time

Peer Reviewed Auditor

The Peer Reviewed Auditor of our Company means an, Independent

Auditor having a valid Peer Review Certificate in our case being M/s

Ashok Khasgiwala & Co., Chartered Accountants

―Promoters‖ or ―our

Promoters‖ Promoters of our Company being Mukesh Sangla and Saurabh Sangla

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Term Description

Promoter Group

Included such persons and entities constituting the promoter group of

our Company in terms of Regulation 2(1)(zb) of the SEBI (ICDR)

Regulations and as enlisted in the chapter titled ―Our Promoter and

Promoter Group‖ beginning on page 183 of this Draft Red Herring

Prospectus.

The Promoter Group of our Company does not include Rajendra

Agarwal, Yashwant Sangla, Vijaya Goyal, Veena Agarwal, Veenu

Mangal, Amritlal Gupta, Mahesh Gupta, Nagesh Gupta, Sushil Gupta,

Anjana Gupta, Anish Gupta, Anika Gupta

Registered Office

The Registered office of our Company situated at 308, Acme Plaza,

Opp. Sangam Cinema, Andheri Kurla Road, Andheri (East), Mumbai

- 400 059 Maharashtra, India.

RoC / Registrar of Companies The Registrar of Companies, Rajasthan (ROC Mumbai), Corporate

Bhawan 100, Everest, Marine Drive Mumbai- 400002, India.

Shareholders Shareholders of our Company

Selling Shareholders Mukesh Sangla, Mukesh Sangla (HUF), Avantika Sangla, Monica

Sangla

Offer Related Terms

Term Description

Acknowledgement Slip The slip or document Offerd by the Designated Intermediary to a

Bidder as proof of registration of the Bid.

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.

Allotment/ Allot/ Allotted

Unless the context otherwise requires, allotment of the Equity Shares

pursuant to the Fresh Issue and transfer of the respective portion of the

Offered Shares by each of the Selling Shareholders pursuant to the

Offer for Sale to the successful Bidders

Allottee(s) Successful Applicant(s) to whom Equity Shares of our Company have

been allotted

Applicant/ASBA Applicant

Any prospective investor who makes an application for Equity Shares

of our Company in terms of the Red Herring Prospectus. All the

applicants should make application through ASBA only.

Application Amount The amount at which the Applicant makes an application for Equity

Shares of our Company in terms of the Red Herring Prospectus

Application Collecting

Intermediaries

1. a SCSB with whom the bank account to be blocked, is

maintained

2. a syndicate member (or sub-syndicate member), if any

3. a stock broker registered with a recognized stock exchange (and

whose name is mentioned on the website of the stock exchange

as eligible for this activity)(‗broker‘)

4. a depository participant (‗DP‘) (whose name is mentioned on the

website of the stock exchange as eligible for this activity)

5. a registrar to an issue and share transfer agent (‗RTA‘) (whose

name is mentioned on the website of the stock exchange as

eligible for this activity)

Bid cum Application Form The Form in terms of which the prospective investors shall apply for

our Equity Shares in the Issue

ASBA / Application Supported

by Blocked Amount

An application, whether physical or electronic, used by Bidders, to

make a Bid authorising an SCSB to block the Bid Amount in the

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Term Description

ASBA Account

ASBA Account

An account maintained with an SCSB and specified in the Bid cum

Application Form submitted by Bidders for blocking the Bid Amount

mentioned in the Bid cum Application Form

ASBA Application Location(s)

/ Specified Cities

Locations at which ASBA Applications can be uploaded by the

SCSBs, namely Mumbai, New Delhi, Chennai, Kolkata, and Indore

Banker(s) to the Offer

The banks which are clearing members and registered with SEBI as

Banker to an Issue with whom the Public Issue Account will be

opened and in this case being ICICI Bank Limited and HDFC Bank

Limited

Basis of Allotment

The basis on which Equity Shares will be Allotted to the successful

Bidders under the Offer and which is described under chapter titled

―OfferProcedure‖ beginning on page 305 of this Draft Red Herring

Prospectus.

Bid

An indication to make an offer during the Bid/offer Period by a

Bidder pursuant to submission of the Bid cum Application Form, to

subscribe to or purchase the Equity Shares at a price within the Price

Band, including all revisions and modifications thereto as permitted

under the SEBI ICDR Regulations in accordance with the Red

Herring Prospectus and Bid cum Application Form

Bid Amount The highest value of optional Bids indicated in the Bid cum

Application Form and in the case of Retail Individual Bidders Bidding

at Cut Off Price, the Cap Price multiplied by the number of Equity

Shares Bid for by such Retail Individual Bidder and mentioned in the

Bid cum Application Form and payable by the Retail Individual

Bidder or blocked in the ASBA Account upon submission of the Bid

in the Offer

Bid cum Application Form The application form in terms of which a Bidder (including an ASBA

Bidder) makes a Bid in terms of the Red Herring Prospectus and

which will be considered as an application for Allotment

Bid/Offer Closing date The date after which the Syndicate, the Designated Branches and the

Registered Brokers will not accept any Bids, which shall be notified in

[●] edition of the English national newspaper [●], [●] edition of the

Hindi national newspaper [●], and [●] edition of the regional

newspaper [●], each with wide circulation and in case of any revision,

the extended Bid/Offer Closing Date shall also be notified on the

website and terminals of the Syndicate and SCSBs, as required under

the SEBI (ICDR) Regulations

Bid/ Offer Opening Date The date on which the Syndicate, the Designated Branches and the

Registered Brokers shall start accepting Bids, which shall be notified

in [●] edition of the English national newspaper [●], [●] edition of the

Hindi national newspaper [●], and [●] edition of the regional

newspaper [●], each with wide circulation, and in case of any

revision, the extended Bid/Offer Opening Date also to be notified on

the website and terminals of the Syndicate and SCSBs, as required

under the SEBI ICDR Regulations.

Bid/ Offer Period The period between the Bid/Issue Opening Date and the Bid/Issue

Closing Date inclusive of both the days during which prospective

Investors may submit their bids, including any revision thereof.

Bid/ Offer Price The price at which the Equity Shares are being issued by our

Company under the Red Herring Prospectus being Rs. [●]/- per

Equity Share of face value of Rs. 10 each fully paid

Bid/ Offer Proceeds Proceeds from the Issue that will be available to our Company, being

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Term Description

Rs. [●] Lakhs

Bidder Any prospective investor who intends to bid for Equity Shares in this

issue in terms of the Red Herring Prospectus

Bidding Centre(s) Centres at which the Designated Intermediaries shall accept the

ASBA Forms, i.e., Designated SCSB Branch for SCSBs, Specified

Locations for Syndicate, Broker Centres for Registered Brokers,

Designated RTA Locations for RTAs and Designated CDP Locations

for CDPs.

Book Building Process / Book

Building Method

The book building route as provided under Schedule XI of the SEBI

(ICDR) Regulations , 2009 in terms of which this Issue is being made

Book Running Lead Manager /

BRLM

Book Running Lead Manager to the Issue in this case being

Pantomath Capital Advisors Private Limited, SEBI Registered

Category I Merchant Banker

Broker Centres

Broker centres notified by the Stock Exchanges, where the Bidders

can submit the Bid cum application 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 website of

National Stock Exchange of India Limited.

CAN / Confirmation of

Allocation Note

The note or advice or intimation sent to each successful Bidder

indicating the Equity Shares which will be allotted/ transferred, after

approval of Basis of Allotment by the Designated Stock Exchange

Cap Price

The higher end of the Price Band above which the Offer Price will not

be finalised and above which no Bids (or a revision thereof) will be

accepted

Client ID Client Identification Number maintained with one of the Depositories

in relation to demat account.

Collecting Centres

Centres at which the Designated Intermediaries shall accept the

Application Forms, being the Designated SCSB Branch for SCSBs,

Specified Locations for Syndicate, Broker Centres for Registered

Brokers, Designated RTA Locations for RTAs and Designated CDP

Locations for CDPs

Collecting Depository

Participant or CDP

A depository participant as defined under the Depositories Act, 1996,

registered with SEBI and who is eligible to procure Applications at

the Designated CDP Locations in terms of circular no.

CIR/CFD/POLICYCELL/11/2015 dated November 10, 2015 issued

by SEBI

Controlling Branch

Such branch of the SCSBs which coordinate Applications under this

Issue by the ASBA Applicants with the Registrar to the Issue and the

Stock Exchanges and a list of which is available at

http://www.sebi.gov.in or at such other website as may be prescribed

by SEBI from time to time

Cut-off Price

Offer Price, which shall be any price within the Price Band finalised

by our Company and the Selling Shareholders in consultation with the

BRLMs.

Only Retail Individual Bidders are entitled to Bid at the Cut-off Price.

QIBs and Non Institutional Bidders are not entitled to Bid at the Cut-

off Price.

Demographic Details The demographic details of the Applicants such as their address, PAN,

occupation and bank account details

Depositories

Depositories registered with SEBI under the Securities and Exchange

Board of India (Depositories and Participants) Regulations, 1996, as

amended from time to time, being NSDL and CDSL

Depository Participant A Depository Participant as defined under the Depositories Act, 1996

http://www.sebi.gov.in/

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Term Description

Designated Branches

Such branches of the SCSBs which shall collect the ASBA

Application Form from the ASBA Applicant and a list of which is

available on

http://www.sebi.gov.in/sebiweb/home/detail/32791/no/List-of-Self-

Certified-Syndicate-Banks-under-the-ASBA-facility

Designated CDP Locations

Such centres of the CDPs where Bidders can submit the Bid Cum

Application Forms. The details of such Designated CDP Locations,

along with names and contact details of the Collecting Depository

Participants eligible to accept Bid cum Application Forms are

available on the website of the Stock Exchange (www.nseindia.com)

and updated from time to time

Designated Date

The date on which the Collection Banks transfer funds from the public

issue accounts, and the SCSBs issue instructions for transfer of funds

from the ASBA Accounts, to the Public Offer Account or the Refund

Account, as appropriate, in terms of the Red Herring Prospectus

following which the Board of Directors may Allot Equity Shares to

successful Bidders in the Fresh Issue and the Selling Shareholders

may give delivery instructions for the transfer of the respective

Offered Shares

Designated RTA Locations

Such centres of the RTAs where Applicants can submit the

Application Forms. The details of such Designated RTA Locations,

along with the names and contact details of the RTAs are available on

the respective websites of the Stock Exchanges (www.nseindia.com

and www.bseindia.com) and updated from time to time

Designated Stock Exchange NSE EMERGE i.e. EMERGE Platform of National Stock Exchange

of India Limited

Draft Red Herring Prospectus

This Draft Red Herring Prospectus dated June 5, 2017 issued in

accordance with the SEBI (ICDR) Regulations, which does not

contain complete particulars of the price at which the Equity Shares

will be Allotted and the size of the Offer

Eligible NRIs

NRIs from jurisdictions outside India where it is not unlawful to make

an issue or invitation under the Issue and in relation to whom this

Prospectus constitutes an invitation to subscribe to the Equity Shares

offered herein

FII/ Foreign Institutional

Investors

Foreign Institutional Investor (as defined under SEBI (Foreign

Institutional Investors) Regulations, 1995, as amended) registered

with SEBI under applicable laws in India.

First/ Sole Bidder

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

Floor Price

The lower end of the Price Band, at or above which the Issue Price

will be finalised and below which no Bids (or a revision thereof) will

be accepted

Fresh Issue Fresh Issue of upto 38,40,000 Equity Shares aggregating upto Rs. [•]

by our company

General Information Document

The General Information Document for investing in public issues

prepared and issued in accordance with the circular

(CIR/CFD/DIL/12/2013) dated October 23, 2013, notified by SEBI

and included in ―Offer Procedure‖ beginning on page 305 of this


Listing Agreement The Equity Listing Agreement to be signed between our Company

http://www.sebi.gov.in/sebiweb/home/detail/32791/no/List-of-Self-Certified-Syndicate-Banks-under-the-ASBA-facilityhttp://www.sebi.gov.in/sebiweb/home/detail/32791/no/List-of-Self-Certified-Syndicate-Banks-under-the-ASBA-facilityhttp://www.nseindia.com/http://www.nseindia.com/http://www.bseindia.com/

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Term Description

and the NSE EMERGE i.e. EMERGE Platform of National Stock

Exchange of India Limited

Market Maker

Market Maker appointed by our Company from time to time, in this

case being Pantomath Stock Brokers Private Limited, who has agreed

to receive or deliver the specified securities in the market making

process for a period of three years from the date of listing of our

Equity Shares or for any other period as may be notified by SEBI

from time to time

Market Maker Reservation

Portion

The Reserved Portion of upto 3,47,200 Equity Shares of face value of

Rs. 10 each fully paid for cash at a price of Rs [●]/- per Equity Share

aggregating Rs. [●] lakhs for the Market Maker in this Issue

Market Making Agreement Market Making Agreement dated June 2, 2017 between our Company,

BRLM and Market Maker.

Mutual Fund(s) A mutual fund registered with SEBI under the SEBI (Mutual Funds)

Regulations, 1996, as amended from time to time

Net Issue

The Issue excluding the Market Maker Reservation Portion of

64,38,400 Equity Shares of face value of Rs. 10 each fully paid for

cash at a price of Rs [●]/- per Equity Share aggregating Rs. [●] lakhs

by our Company

Net Proceeds

Proceeds of the Fresh Issue less our Company‗s share of the Offer

expenses. For further information about use of the Offer Proceeds and

the Offer expenses, see ―Objects of the Offer‖ on page 109 of this


NIF

National Investment Fund set up by resolution F. No. 2/3/2005-DD-II

dated November 23, 2005 of Government of India published in the

Gazette of India

Non Institutional Investors

All Applicants that are not Qualified Institutional Buyers or Retail

Individual Investors and who have applied for Equity Shares for an

amount more than Rs. 2,00,000

NSE EMERGE EMERGE Platform of National Stock Exchange of India Limited,

NSE EMERGE

NSE National Stock Exchange of India Limited, NSE EMERGE

Offer

The initial public offer of up to 67,85,600 Equity Shares of face value

of Rs.10 each for cash at a price of Rs. [●] each, aggregating up to

Rs.[●] comprising the Fresh Issue of 38,40,000 Equity Shares of face

value of Rs.10 each for cash at a price of Rs. [●] each, aggregating up

to Rs.[●] and the Offer for Sale of, up to 4,91,200 Equity shares by

Mukesh Sangla, upto 7,60,000 Equity Shares by Mukesh Sangla

(HUF),. up to 7,79,200 Equity Shares by Monica Sangla, and up to

9,15,200 Equity Shares by Avantika Sangla collectively aggregating

up to Rs [●]

Offer Agreement

The agreement dated June 2, 2017 between our Company, the Selling

Shareholders and the BRLMs, pursuant to which certain arrangements

are agreed to in relation to the Offer.

Offer for Sale

The offer for sale of up to 29,45,600 Equity Shares aggregating up to

Rs.[●] by the Selling Shareholders at the Offer Price in terms of the

Draft Red Herring Prospectus, consisting of Avantika Sangla offered

shares, Monica Sangla Offered Shares, Mukesh Sangla Offered Shares

and Mukesh Sangla (HUF) Offered Shares. Shareholders, see The

Offer on page 57 of this Draft Red Herring Prospectus.

Offer Price

The final price at which Equity Shares will be Allotted in terms of the

Red Herring Prospectus The Offer Price will be decided by our

Company and the Selling Shareholders in consultation with the

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Term Description

BRLMs on the Pricing Date in accordance with the Book-Building

Process and the Red Herring Prospectus

Offer Proceeds

The proceeds of the Offer that is available to our Company and the

Selling Shareholders For further information about use of Offer

Proceeds, see Objects of the Offer on page 109 of this Draft Red

Herring Prospectus

OCB/ Overseas Corporate

Body

A company, partnership, society or other corporate body owned

directly or indirectly to the extent of at least 60% by NRIs, including

overseas trusts in which not less than 60% of beneficial interest is

irrevocably held by NRIs directly or indirectly as defined under the

Foreign Exchange Management (Deposit) Regulations, 2000, as

amended from time to time. OCBs are not allowed to invest in this

Issue

Other Investors Investors other than Retail Individual Investors. These include

individual bidders/applicants other than retail individual investors and

other investors including corporate bodies or institutions irrespective

of the number of specified securities applied for.

Person/ Persons

Any individual, sole proprietorship, unincorporated association,

unincorporated organization, body corporate, corporation, company,

partnership, limited liability company, joint venture, or trust or any

other entity or organization validly constituted and/or incorporated in

the jurisdiction in which it exists and operates, as the context requires

Price Band

Price band of a minimum price of Rs. [●] per Equity Share (Floor

Price) and the maximum price of Rs.[●] per Equity Share (Cap Price)

including revisions thereof.

The Price Band and the minimum Bid Lot size for the Offer will be

decided by our Company and the Selling Shareholders in consultation

with the BRLMs and will be advertised at least five Working Days

prior to the Bid/Offer Opening Date, in [●] edition of the English

national newspaper [●], [●] edition of the Hindi national newspaper

[●] and [●] edition of the local newspaper [●], each with wide

circulation

Pricing Date The date on which our Company in consultation with the BRLM,

finalises the Issue Price.

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 containing, inter alia, the Issue Price, the size

of the Issue and certain other information

Public Offer Account

Account opened with the Bankers to the Offer i.e. ICICI Bank

Limited and HDFC Bank Limited under Section 40 of the Companies

Act, 2013 to receive monies from the SCSBs from the bank accounts

of the ASBA Applicants on the Designated Date.

Public Offer Account

Agreement/ Banker to the

Offer Agreement

Agreement entered on June 2, 2017 amongst our Company, Selling

Shareholders, Book Running Lead Managers, the Registrar to the

Issue and Public Offer Bank/Banker to the Offer for collection of the

Bid Amount on the terms and conditions thereof.

Qualified Institutional Buyers

or QIBs

A Mutual Fund, Venture Capital Fund, Alternative Investment Fund

and Foreign Venture Capital investor registered with the Board, ,

foreign portfolio investor other than Category III foreign portfolio

investor, registered with the Board; a public financial institution as

defined in Section 2(72) of the Companies Act, 2013; a scheduled

commercial bank; a multilateral and bilateral development financial

institution; a state industrial development corporation; an insurance

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Term Description

company registered with the Insurance Regulatory and Development

Authority; a provident fund with minimum corpus of Rs. 25.00 Crore;

a pension fund with minimum corpus of Rs. 25.00 Crore rupees;

National Investment Fund set up by resolution No. F. No. 2/3/2005 -

DDII dated November 23, 2005 of the Government of India published

in the Gazette of India, insurance funds set up and managed by army,

navy or air force of the Union of India and insurance funds set up and

managed by the Department of Posts, India.

Red Herring Prospectus or

RHP

The Red Herring Prospectus to be issued in accordance with Section

32 of the Companies Act, 2013, and the provisions of the SEBI ICDR

Regulations, which will not have complete particulars of the price at

which the Equity Shares will be offered and the size of the Issue,

including any addenda or corrigenda thereto.

The Red Herring Prospectus will be registered with the RoC at least

three days before the Bid/Offer Opening Date and will become the

Prospectus upon filing with the RoC on or after the Pricing Date

Refund Account

The account opened with the Refund Bank(s), from which refunds, if

any, of the whole or part of the Bid Amount (excluding refund to

Bidders) shall be made.

Refund Bank/ Refund Banker

Bank which is / are clearing member(s) and registered with the SEBI

as Bankers to the Issue at which the Refund Account will be opened,

in this case being ICICI Bank Limited

Refund through electronic

transfer of funds Refund through ASBA process

Registered Broker

Individuals or companies registered with SEBI as "Trading Members"

(except Syndicate/Sub-Syndicate Members) who hold valid

membership of either BSE or NSE having right to trade in stocks

listed on Stock Exchanges, through which investors can buy or sell

securities listed on stock exchanges, a list of which is available on ht

http://www.nseindia.com/membership/dynaContent/find_a_broker.ht

m

Registrar /Registrar to the

Offer

Registrar to the Offer, in this case being Bigshare Services Private

Limited having its office at E/2, Ansa Industrial Estate, Sakivihar

Road Saki Naka, Andheri East, Mumbai – 400072, Maharashtra, India

Registrar and Share Transfer

Agents or RTAs

Registrar and share transfer agents registered with SEBI and eligible

to procure Applications at the Designated RTA Locations in terms of

circular no. CIR/CFD/POLICYCELL/11/2015 dated November 10,

2015 issued by SEBI

Resident Indian A person resident in India, as defined under FEMA

Retail Individual

Bidder(s)/Retail Individual

Investor(s)/RII(s)/RIB(s)

Individual Bidders, or minors applying through their natural

guardians, including HUFs (applying through their Karta), who apply

for an amount less than or equal to Rs 2,00,000

Revision Form

The form used by the Applicants to modify the quantity of Equity

Shares in any of their Application Forms or any previous Revision

Form(s)

Reservation Portion The portion of the offer reserved for category of eligible Bidders as

provided under the SEBI (ICDR) Regulations, 2009

Reserved Category / Categories Categories of persons eligible for making Bids under reservation

portion.

SCSB/ Self Certified Syndicate

Banker

Shall mean a Banker to an Issue registered under SEBI (Bankers to an

Issue) Regulations, 1994, as amended from time to time, and which

offer the service of making Application/s Supported by Blocked

http://www.bseindia.com/members/MembershipDirectory.aspxhttp://www.nseindia.com/membership/dynaContent/find_a_broker.htmhttp://www.nseindia.com/membership/dynaContent/find_a_broker.htm

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Term Description

Amount including blocking of bank account and a list of which is

available on

http://www.sebi.gov.in/sebiweb/home/list/5/33/0/0/Recognised

Intermediaries or at such other website as may be prescribed by SEBI

from time to time

SEBI (Foreign Portfolio

Investor) Regulations

Securities and Exchange Board of India (Foreign Portfolio Investors)

Regulations, 2014.

SEBI Listing Regulations Securities and Exchange Board of India (Listing Obligations and

Disclosure Requirements) Regulations, 2015

Share Escrow Agreement

The Agreement to be entered into among the Selling Shareholders,

our Company, BRLMs and the Share Escrow Agent in connection

with the transfer of Equity Shares under the Offer For Sale by the

Selling Shareholders and credit of such Equity Shares to the demat

account of the Allotees

Share Escrow Agent Escrow agent appointed pursuant to the Share Escrow Agreement,

namely [●]

Specified Locations

Bidding centres where the Syndicate shall accept Bid cum Application

Forms from Bidders, a list of which is available on the website of

SEBI (www.sebi.gov.in) and updated from time to time

Sub Syndicate Member A SEBI Registered member of NSE appointed by the BRLM and/or

Syndicate Member to act as a Sub-Syndicate Member in the Issue

Syndicate Includes the BRLM, Syndicate Members and Sub-Syndicate Members

Syndicate Agreement

The agreement dated [●] entered into amongst our Company, the

BRLM and the Syndicate Members, in relation to the collection of

Bids in this Issue

Syndicate ASBA Bidding

Locations

Bidding Centres where an ASBA Bidder can submit their Bid in terms

of SEBI circular no. CIR/CFD/DIL/1/2011 dated April 29, 2011,

namely, Mumbai, Chennai, Kolkata, Delhi, and Indore.

Syndicate Members / Members

of the Syndicate

Intermediaries registered with the SEBI eligible to act as a syndicate

member and who is permitted to carry on the activity as an

underwriter, in this case being [●]

Transaction Registration Slip/

TRS

The slip or document issued by the Syndicate or the SCSB (only on

demand), to the Bidder as proof of registration of the Bid

Underwriter Pantomath Capital Advisors Private Limited

Underwriting Agreement The agreement dated June 2, 2017 entered into between the

Underwriters, Selling Shareholders and our Company

Working Day

(i) Till Application / Issue closing date: All days other than a

Saturday, Sunday or a public holiday;

(ii) Post Application / Issue closing date and till the Listing of Equity

Shares: All trading days of stock exchanges excluding Sundays

and bank holidays in accordance with the SEBI circular no.

SEBI/HO/CFD/DIL/CIR/P/2016/26 dated January 21, 2016

Technical and Industry Related Terms

Term Description

ACMA Automotive Component Manufacturers Association of India

AMP Automotive Mission Plan

BFL Bharat Forge Ltd

CAGR Compounded Annual Growth Rate

CIL Cavendish Industries Ltd

CSO Central Statistics Office

DIPP Department of Industrial Policy and Promotion

http://www.sebi.gov.in/sebiweb/home/list/5/33/0/0/Recognised%20Intermediarieshttp://www.sebi.gov.in/sebiweb/home/list/5/33/0/0/Recognised%20Intermediarieshttp://www.sebi.gov.in/

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Term Description

DPP Defence Procurement Policy

EPFO Employees‘ Provident Fund Organisation

ESI Employee State Insurance

FDI Foreign Direct Investment

FCNR Foreign Currency Non-Resident

FY Financial Year

GDP Gross Domestic Product

GST Goods and Services Tax

GVA Gross Value Added

IBEF India Brand Equity Foundation

IISc Indian Institute of Science

IMF International Monetary Fund

MoU Memorandum of Understanding

MSMEs Micro, Small & Medium Enterprises

MUVs Multi-Utility Vehicles

MYEA Mid-Year Economic Analysis

NATRiPs National Automotive Testing and R&D Infrastructure Projects

NITI Aayog National Institution for Transforming India

NMP National Manufacturing Policy

OEMs Original Equipment Manufacturers

PE Private equity

PMGKY Pradhan Mantri Garib Kalyan Yojana

PMMY Pradhan Mantri MUDRA Yojana

RBI Reserve Bank of India

SAIL Steel Authority of India Ltd

SED Strategic Engineering Division

SEZ Special Economic Zone

TADF Technology Acquisition and Development Fund

TASL Tata Advanced Systems Ltd

UDAY Ujwal DISCOM Assurance Yojana Scheme

UNIDO United Nations Industrial Development Organisation

US$/ US Dollar United States Dollar, the official currency of United States of America

US/ U.S./ USA United States of America

WPI Wholesale Price Index

Conventional and General Terms/ Abbreviations

Term Description

A.Y. Assessment Year

A/C Account

AGM Annual General Meeting

AIF Alternative Investments Fund as defined in and registered with SEBI

under Securities and Exchange Board of India (Alternative Investments

Funds) Regulations, 2012

AoA Articles of Association

AS Accounting Standards as issued by the Institute of Chartered

Accountants of India

ASBA Application Supported by Blocked Amount

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Term Description

B. Tech. Bachelor of Technology

B.Com Bachelor of Commerce

B.Sc. Bachelor of Science

BG/LC Bank Guarantee / Letter of Credit

BIFR Board for Industrial and Financial Reconstruction

BRLM Book Running Lead Manager

C.A. Chartered Accountant

CAGR Compounded Annual Growth Rate

CB Controlling Branch

CC Cash Credit

CDSL Central Depository Services (India) Limited

CENVAT Central Value Added Tax

CFO Chief Financial Officer

CIN Corporate Identification Number

CMD Chairman and Managing Director

Companies Act Companies Act, 1956 (without reference to the provisions thereof that

have ceased to have effect upon notification of the Notified Sections)

and the Companies Act, 2013.

Companies Act, 2013 The Companies Act, 2013, to the extent in force pursuant to the

notification of the notified sections

CS Company Secretary

CST Central Sales Tax

Depositories NSDL and CDSL; Depositories registered with the SEBI under the

Securities and Exchange Board of India (Depositories and Participants)


Depositories Act The Depositories Act, 1996, as amended from time to time.

DGFT Directorate General of Foreign Trade

DIN Director Identification Number

DIPP Department of Industrial Policy & Promotion

DP Depository Participant

DP ID Depository Participant‘s Identity

EBIDTA Earnings before interest, depreciation, tax, amortization and

extraordinary items

ECS Electronic Clearing Services

EGM Extraordinary General Meeting

EPFA The Employees‘ Provident Funds and Miscellaneous Provisions

Act,1952

EPS Earnings Per Share

ESIC Employee State Insurance Corporation

ESOP Employee Stock Option Plan

ESPS Employee Stock Purchase Scheme

FCNR Account Foreign Currency Non Resident Account

FDI Foreign Direct Investment

FEMA Foreign Exchange Management Act 1999, as amended from time to time

and the regulations framed there under

FII Regulations Securities and Exchange Board of India (Foreign Institutional Investors)

Regulations, 1995, as amended from time to time.

FII(s) Foreign Institutional Investor, as defined under the FII Regulations and

registered with the SEBI under applicable laws in India

Financial Year/FY/ Fiscal

Year

The period of twelve (12) months ended on March 31 of that particular

year.

FIPB The Foreign Investment Promotion Board, Ministry of Finance,

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Term Description

Government of India

FIs Financial Institutions

FPI(s) ―Foreign Portfolio Investor‖ means a person who satisfies the eligibility

criteria prescribed under regulation 4 and has been registered under

Chapter II of Securities And Exchange Board Of India (Foreign Portfolio

Investors) Regulations, 2014, which shall be deemed to be an

intermediary in terms of the provisions of the SEBI Act,1992

FTP Foreign Trade Policy, 2009

FV Face Value

FVCI Foreign Venture Capital Investor registered under the Securities and

Exchange Board of India (Foreign Venture Capital Investor)

Regulations, 2000

GAAP Generally Accepted Accounting Principles

GDP Gross Domestic Product

GoI/Government Government of India

HNI High Net Worth Individual

HUF Hindu Undivided Family

I. T. Act The Income Tax Act, 1961, as amended.

I. T. Rules The Income Tax Rules, 1962, as amended, except as stated otherwise.

i.e. That is

IFRS International Financial Reporting Standards

Indian GAAP Generally Accepted Accounting Principles in India

INR / Rs./ Rupees Indian Rupees, the legal currency of the Republic of India

IPO Initial Public Offer

IRDA Insurance Regulatory and Development Authority

IT Authorities Income Tax Authorities

KMP Key Managerial Personnel

Ltd. Limited

MD Managing Director

MICR Magnetic Ink Character Recognition

Mn Million

MNC Multi National Company

MoA Memorandum of Association

MoF Ministry of Finance, Government of India

MoU Memorandum of Understanding

Mtr Meter

N/A or N.A. Not Applicable

NAV Net Asset Value

NBFC Non- Banking Finance Company

NECS National Electronic Clearing Services

NEFT National Electronic Fund Transfer

Net Worth The aggregate of the paid up share capital, share premium account, and

reserves and surplus (excluding revaluation reserve) as reduced by the

aggregate of miscellaneous expenditure (to the extent not adjusted or

written off) and the debit balance of the profit and loss account

NI Act Negotiable Instruments Act, 1881

No. Number

NOC No Objection Certificate

NR Non Resident

NRE Account Non Resident (External) Account

NRI Non Resident Indian, is a person resident outside India, who is a citizen

of India or a person of Indian origin and shall have the same meaning as

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Term Description

ascribed to such term in the Foreign Exchange Management (Deposit)


NRO Account Non-Resident (Ordinary) Account

NSDL National Securities Depository Limited

NSE National Stock Exchange of India Limited

NSE EMERGE EMERGE Platform of National Stock Exchange of India Limited

OCB Overseas Corporate Bodies

p.a. per annum

P/E Ratio Price Earnings Ratio

PAC Persons Acting in Concert

PAN Permanent Account Number

PAT Profit After Tax

PBT Profit Before Tax

Pvt. Private

QIB Qualified Institutional Buyer

R & D Research and Development

RBI Reserve Bank of India

RBI Act The Reserve Bank of India Act, 1934, as amended from time to time

RoC Registrar of Companies

ROE Return on Equity

RoNW Return on Net Worth

Rs. / INR Indian Rupees, the official currency of the Republic of India

RTGS Real Time Gross Settlement

SARFAESI The Securitisation and Reconstruction of Financial Assets and

Enforcement of Security Interest Act, 2002

SCRA Securities Contracts (Regulation) Act, 1956, as amended from time to

time.

SCRR Securities Contracts (Regulation) Rules, 1957

SCSB Self Certified Syndicate Bank

SEBI Securities and Exchange Board of India

SEBI (Venture Capital)

Regulations

Securities Exchange Board of India (Venture Capital) Regulations, 1996

as amended from time to time

SEBI Act Securities and Exchange Board of India Act, 1992, as amended from

time to time

SEBI Insider Trading

Regulations

The SEBI (Prohibition of Insider Trading) Regulations, 2015, as

amended from time to time, including instructions and clarifications

issued by SEBI from time to time

SEBI Takeover Regulations

/Takeover Regulations /

Takeover Code

Securities and Exchange Board of India (Substantial Acquisition of

Shares and Takeovers) Regulations, 2011

Sec. Section

SICA Sick Industrial Companies (Special Provisions) Act, 1985, as amended

from time to time

SME Small Medium Enterprise

STT Securities Transaction Tax

TAN Tax Deduction Account Number

TIN Taxpayers Identification Number

TRS Transaction Registration Slip

U.S. GAAP Generally Accepted Accounting Principles in the United States of

America

US/ U.S. / USA/United

States

United States of America

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Term Description

USD/ US$/ $ United States Dollar, the official currency of the Unites States of

America

VAT Value added tax

VCF / Venture Capital Fund Foreign Venture Capital Funds (as defined under the Securities and

Exchange Board of India (Venture Capital Funds) Regulations, 1996)

registered with SEBI under applicable laws in India

w.e.f. With effect from

YoY Year over year

Notwithstanding the following: -

i. In the section titled ―Main Provisions of the Articles of Association‖ beginning on page 356 of this Draft Red Herring Prospectus, defined terms shall have the meaning given to such terms in

that section;

ii. In the section titled ―Financial Statements‖ beginning on page 197 of this Draft Red Herring Prospectus, defined terms shall have the meaning given to such terms in that section;

iii. In the section titled ―Risk Factor‖ beginning on page 19 of this Draft Red Herring Prospectus, defined terms shall have the meaning given to such terms in that section;

iv. In the chapter titled ―Statement of Possible Tax Benefits‖ beginning on page 121 of this Draft Red Herring Prospectus, defined terms shall have the meaning given to such terms in that

chapter; and

In the chapter titled ―Management‘s Discussion and Analysis of Financial Condition and Results of

Operations‖ beginning on page 232 of this Draft Red Herring Prospectus, defined terms shall have the

meaning given to such terms in that section.

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PRESENTATION OF FINANCIAL, INDUSTRY AND MARKET DATA

All references to ―India‖ are to the Republic of India and all references to the ―Government‖ are to the

Government of India.

FINANCIAL DATA

Unless stated otherwise, the financial data included in this Draft Red Herring Prospectus are extracted

from the restated financial statements of our Company, prepared in accordance with the applicable

provisions of the Companies Act, Indian GAAP and restated in accordance with SEBI (ICDR)

Regulations, as stated in the report of our Peer Reviewed Auditors, set out in the section titled

‗Financial Statements‘ beginning on page 197 of this Draft Red Herring Prospectus. Our restated

financial statements are derived from our audited financial statements prepared in accordance with

Indian GAAP and the Companies Act, and have been restated in accordance with the SEBI (ICDR)

Regulations. Our fiscal year commences on April 1st of each year and ends on March 31st of the next

year. All references to a particular fiscal year are to the 12 month period ended March 31st of that year.

In this Draft Red Herring Prospectus, any discrepancies in any table between the total and the sums of

the amounts listed are due to rounding-off. All decimals have been rounded off to two decimal points.

There are significant differences between Indian GAAP, IFRS and US GAAP. The Company has not

attempted to quantify their impact on the financial data included herein and urges you to consult your

own advisors regarding such differences and their impact on the Company‘s financial data. Accordingly

to what extent, the financial statements included in this Draft Red Herring Prospectus will provide

meaningful information is entirely dependent on the reader‘s level of familiarity with Indian accounting

practices / Indian GAAP. Any reliance by persons not familiar with Indian Accounting Practices on the

financial disclosures presented in this Draft Red Herring Prospectus should accordingly be limited.

Any percentage amounts, as set forth in ―Risk Factors‖, ―Our Business‖, ―Management‘s Discussion

and Analysis of Financial Condition and Results of Operations‖ and elsewhere in this Draft Red

Herring Prospectus unless otherwise indicated, have been calculated on the basis of the Company‘s

restated financial statements prepared in accordance with the applicable provisions of the Companies

Act, Indian GAAP and restated in accordance with SEBI (ICDR) Regulations, as stated in the report of

our Peer Reviewed Auditor, set out in the section titled ‗Financial Statements‘ beginning on page 197 of

this Draft Red Herring Prospectus.

CURRENCY OF PRESENTATION

In this Draft Red Herring Prospectus, references to ―Rupees‖ or ―Rs.‖ or ―INR‖ are to Indian Rupees,

the official currency of the Republic of India. All references to ―$‖, ―US$‖, ―USD‖, ―U.S. $‖or ―U.S.

Dollars‖ are to United States Dollars, the official currency of the United States of America.

All references to ‗million‘ / ‗Million‘ / ‗Mn‘ refer to one million, which is equivalent to ‗ten lacs‘ or

‗ten lakhs‘, the word ‗Lacs / Lakhs / Lac‘ means ‗one hundred thousand‘ and ‗Crore‘ means ‗ten

million‘ and ‗billion / bn./ Billions‘ means ‗one hundred crores‘.

INDUSTRY & MARKET DATA

Unless otherwise stated, Industry & Market data used throughout this Draft Red Herring Prospectus

have been obtained from internal Company reports and Industry publications inter alia Planning

Commission of India, Economic Survey, Industry Chambers and Associations etc. 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 Draft Red Herring Prospectus is

reliable, it has not been independently verified. Similarly, internal Company reports, while believed by

us to be reliable, have not been verified by any independent sources. Further the extent to which the

market and industry data presented in this Draft Red Herring Prospectus is meaningful depends on the

reader‘s familiarity with and understanding of the methodologies used in compiling such data. There are

no standard data gathering methodologies in the industry in which we conduct our business, and

methodologies and assumptions may vary widely among different industry sources.

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FORWARD LOOKING STATEMENT

This Draft Red Herring Prospectus contains certain ―forward-looking statements‖. These forward

looking statements can generally be identified by words or phrases such as ―aim‖, ―anticipate‖,

―believe‖, ―expect‖, ―estimate‖, ―intend‖, ―objective‖, ―plan‖, ―project‖, ―shall‖, ―will‖, ―will

continue‖, ―will pursue‖ or other words or phrases of similar meaning. Similarly, statements that

describe our strategies, objectives, plans or goals are also forward-looking statements. All forward

looking statements are subject to risks, uncertainties and assumptions about us that could cause actual

results and property valuations to differ materially from those contemplated by the relevant forward

looking statement.

Important factors that could cause actual results to differ materially from our expectations include, but

are not limited to the following:-

General economic and business conditions in the markets in which we operate and in the local, regional,

national and international economies;

Changes in laws and regulations relating to the sectors/areas in which we operate;

Increased competition in industry which we operate;

Factors affecting the industry in which we operate;

Our ability to meet our capital expenditure requirements;

Fluctuations in operating costs;

Our ability to attract and retain qualified personnel;

Changes in political and social conditions in India, the monetary and interest rate policies of

India and other countries;

Inflation, deflation, unanticipated turbulence in interest rates, equity prices or other rates or

prices;

The performance of the financial markets in India and globally;

Any adverse outcome in the legal proceedings in which we are involved;

Our failure to keep pace with rapid changes in technology;

The occurrence of natural disasters or calamities;

Other factors beyond our control;

Our ability to manage risks that arise from these factors;

Conflict of Interest with affiliated companies, the promoter group and other related parties; and

Changes in government policies and regulatory actions that apply to or affect our business.

For a further discussion of factors that could cause our actual results to differ, refer to section titled

―Risk Factors‖ and chapter titled ―Management‘s Discussion and Analysis of Financial Condition and

Results of Operations‖ beginning on pages 19 and 232 respectively of this Draft Red Herring

Prospectus. By their nature, certain market risk disclosures are only estimates and could be materially

different from what actually occurs in the future. As a result, actual future gains or losses could

materially differ from those that have been estimated.

Future looking statements speak only as of the date of this Draft Red Herring Prospectus. Neither we,

our Directors, Book Running Lead Manager, Underwriters nor any of their respective affiliates have

any obligation to update or otherwise revise any statements reflecting circumstances arising after the

date hereof or to reflect the occurrence of underlying events, even if the underlying assumptions do not

come to fruition. In accordance with SEBI requirements, the BRLM and our Company will ensure that

investors in India are informed of material developments until the grant of listing and trading

permission by the Stock Exchange.

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SECTION II – RISK FACTORS

An investment in Equity Shares involves a high degree of risk. You should carefully consider all the

information in this Draft Red Herring Prospectus, including the risks and uncertainties described

below, before making an investment in our Equity Shares. In making an investment decision,

prospective investors must rely on their own examination of our Company and the terms of this offer

including the merits and risks involved. Any potential investor in, and subscriber of, the Equity Shares

should also pay particular attention to the fact that we are governed in India by a legal and regulatory

environment in which some material respects may be different from that which prevails in other

countries. The risks and uncertainties described in this section are not the only risks and uncertainties

we currently face. Additional risks and uncertainties not known to us or that we currently deem

immaterial may also have an adverse effect on our business. If any of the following risks, or other risks

that are not currently known or are now deemed immaterial, actually occur, our business, results of

operations and financial condition could suffer, the price of our Equity Shares could decline, and you

may lose all or part of your investment. Additionally, our business operations could also be affected by

additional factors that are not presently known to us or that we currently consider as immaterial to our

operations.

Unless otherwise stated in the relevant risk factors set forth below, we are not in a position to specify or

quantify the financial or other implications of any of the risks mentioned herein. Unless otherwise

stated, the financial information of our Company used in this section is derived from our restated

financial statements prepared in accordance with Indian GAAP and the Companies Act and restated in

accordance with the SEBI ICDR Regulations. To obtain a better understanding, you should read this

section in conjunction with the chapters titled ―Our Business‖ beginning on page 142, ―Our Industry‖

beginning on page 124 and ―Management‘s Discussion and Analysis of Financial Condition and

Results of Operations‖ beginning on page232 respectively, of this Draft Red Herring Prospectus as

well as other financial information contained herein.

The following factors have been considered for determining the materiality of Risk Factors:

• Some events may not be material individually but may be found material collectively;

• Some events may have material impact qualitatively instead of quantitatively;

• Some events may not be material at present but may have material impact in future.

The financial and other related implications of risks concerned, wherever quantifiable, have been

disclosed in the risk factors mentioned below. However, there are risk factors where the impact may not

be quantifiable and hence the same has not been disclosed in such risk factors. Unless otherwise stated,

the financial information of the Company used in this section is derived from our financial statements

under Indian GAAP, as restated in this Draft Red Herring Prospectus. Unless otherwise stated, we are

not in a position to specify or quantify the financial or other risks mentioned herein. For capitalized

terms used but not defined in this chapter, refer to the chapter titled ―Definitions and Abbreviation‖

beginning on page 3 of this Draft Red Herring Prospectus. The numbering of the risk factors has been

done to facilitate ease of reading and reference and does not in any manner indicate the importance of

one risk factor over another.

The risk factors are classified as under for the sake of better clarity and increased understanding:

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1. Our Company, Promoter, Group Company and Subsidiary are involved in certain litigation which is currently pending at various stages. Any adverse decisions in these cases against the Company,

Promoter etc. may impact business and operations of the Company.

A classification of legal proceedings is mentioned below:

Also, there is no assurance that in future, we, our promoters, our directors or group companies may not

face legal proceedings; any adverse decision in such legal proceedings may impact our business. For

further details in relation to legal proceedings involving our Company, Promoters, Directors, Group

Company and Subsidiaries see the chapter titled ―Outstanding Litigation and Material Developments‖

on page 246 of this Draft Red Herring Prospectus.

Name of

Entity

Criminal

Proceedi

ngs

Civil/

Arbitratio

n

Proceedin

gs

Tax

Proceedin

gs

Labour

Dispute

s

Consumer

Complain

ts

Complain

ts under

Section

138 of NI

Act, 1881

Aggregat

e

amount

involved

(Rs. In

lakhs)

Company

By the

Company

Nil Nil Nil Nil Nil Nil Nil

Against the

Company

Nil 2 6 Nil Nil Nil 31.980*

Promoters

By the

Promoter

Nil Nil 5 Nil Nil Nil 32*

Against the

Promoter

1 1 4 Nil Nil Nil Not

Ascertai

nable

Group Companies

By Group

Companies

49 Nil Nil Nil Nil Nil 231.22

Against

Group

Companies

Nil Nil 11 Nil Nil Nil 94.659*

Directors other than promoters

By the

Directors


Against the

Directors


Subsidiaries

By the N.A.# N.A. N.A. N.A. N.A. N.A. N.A.

Risk Factor

Internal

Business Risk

Issue Related

External

Industry Related

Others

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Subsidiaries

Against the

Subsidiaries

N.A. N.A. N.A. N.A. N.A. N.A. N.A.

*= There are litigations in which the amounts are partly ascertainable and partly non-ascertainable.

#N.A. = Not Applicable

2. We have certain contingent liabilities that have not been provided for in our Company‟s financials which if materialised, could adversely affect our financial condition.

Our contingent liabilities as on March 31, 2017 is as under: (Rs in lakhs)

March 31st, 2017

In respect of Income Tax 36.07

In the event any such contingencies mentioned above were to materialize or if our contingent liabilities

were to increase in the future, our financial condition could be adversely affected. For further details,

see the section entitled ―Financial Statements‖ on page 197 of this Draft Red Herring Prospectus.

3. We are exposed to foreign currency exchange rate fluctuations, which may harm our results of operations, impact our cash flows and cause our financial results to fluctuate.

We are exposed to foreign currency exchange fluctuations as our Company is engaged in manufacturing

of propeller shafts and its components which are mainly exported to the United States of America,

United Kingdom, Canada, Australia, Germany, Italy, Spain, New Zealand. The exchange rate between

the Indian Rupee and these currencies, primarily the USD, has fluctuated in the past and our results of

operations and cash flows have been impacted by such fluctuations in the past and may be impacted by

such fluctuations in the future. For example, during times of strengthening of the Indian Rupee, we

expect that our overseas sales and revenues will generally be negatively impacted as foreign currency

received will be translated into fewer Indian Rupees. However, the converse positive effect of

depreciation in the Indian Rupee may not be sustained or may not show an appreciable impact in our

results of operations in any given financial period, due to other variables impacting our business and

results of operations during the same period.

We may, therefore, suffer losses on account of foreign currency fluctuations for sale of our products to

our international customers, since we may be able to revise the prices, for foreign currency fluctuations,

only on a periodic basis and may not be able to pass on all losses on account of foreign currency

fluctuations to our customers. Our Company offsets this risk of foreign fluctuation by way hedging.

4. We face several risks associated with the setting up of our new manufacturing facility at Pithampur, District Dhar, Madhya Pradesh for operating as which could hamper our growth and consequently

our business and financial condition.

A significant portion of net proceeds from the Issue is allocated for capital expenditure for setting up

new manufacturing facility at Pithampur, District Dhar, Madhya Pradesh. We intend to expand our

existing manufacturing facility situated at Sanwer Road, Madhya Pradesh to Pithampur unit. We may

encounter cost overruns or delays for various reasons including delays in construction, delay in

receiving government approvals and non-delivery of equipment by suppliers. If the proposed set up is

not completed in a timely manner, or at all, our business and results of operations may be adversely

affected. Further, our budgeted resources may prove insufficient to meet our requirements which could

drain our internal accruals or compel us to raise additional capital which may not be available on terms

favourable to us or at all. In addition; we may not be able to recruit skilled and experienced manpower

to set-up and operate our new manufacturing facility in a timely manner; and may not achieve

anticipated levels of profitability. Any one, or a combination of these factors, could undermine the

objects of this Issue and hamper our growth. The occurrence of any such event could adversely affect

our business, financial condition, and results of operations.

of 404

5. The Company is yet to make an application for allocation of the land for the proposed project. The Company proposes to set up the proposed additional unit at SEZ, Indore located at Pithampur,

District: Dhar.

The Company proposes to acquire land measuring 3,00,00 sq. ft. approximately at Industrial Area, SEZ,

Pithampur, Distt. Dhar (MP). The cost of land (lease premium) for the proposed project is estimated at

Rs.390 lacs which includes cost of land, registration and stamp duty etc. The Company is yet to make

an application for allocation of the land for the proposed project. Any delay in getting the allocation of

land from the respective authority will delay the completion of project.

6. The Company is yet to place orders for the machinery and equipment for setting up of a new manufacturing facility at Pithampur, District Dhar, Madhya Pradesh. Any delay in placing orders,

procurement of equipments may delay our implementation schedule this may also lead to increase in

price of these equipments, further affecting our revenue and profitability.

We are yet to place orders for machinery and equipments worth Rs 1250 lakhs as detailed in the

―Objects of the Offer‖ beginning on page 109 of this Draft Red Herring Prospectus. These are based on

our estimates and on third-party quotations, which are subject to a number of variables, including

possible cost overruns, changes in management‘s views of the desirability of current plans, change in

supplier of equipments or equipments depending on the contracts bidded and actually awarded, among

others, which may have an adverse effect on our business and results of operations.

7. The present project is funded mainly from the proceeds of present public issue. Due to the delay in the public issue there may be a delay in the schedule of implementation of the project that the

company proposes to undertake which may affect the business and results of operations of the

Company.

The cost of project is to be funded mainly from the IPO. Any delay/failure of the IPO will impact the

completion of project. Failure to complete the project according to its schedule, may give rise to

potential liabilities, as a result, our returns on investments may be lower than originally expected, which

may have a material adverse impact on the business operations and profitability of our Company.

8. We may encounter difficulties and delays when commissioning new projects and other unforeseen construction costs or budget overruns, which could have a material adverse effect on our business,

financial condition or results of operations.

Our Company is engaged in manufacturing of propeller shafts and its components. Our Company has

manufacturing facilities situated at Sanwer Road and Dewas, Madhya Pradesh. Our Company is

proposing to set up a new manufacturing facility at Pithampur, District Dhar, Madhya Pradesh and shift

the entire manufacturing facility situated at Sanwer Road to the proposed unit alongwith further setting

up of new plant, machinery and other equipments. We may face risks relating to the commissioning of

our new project of setting up of new manufacturing facility including delays to construction timetables,

failure to complete the projects within our estimated budget, failure of our contractors and suppliers to

adhere to our specifications and timelines, and changes in the general economic and financial conditions

in India and other jurisdictions in which we operate. We may also encounter various setbacks such as

construction defects and delivery failures by suppliers, unexpected delays in obtaining permits and

authorizations, or legal actions brought by third parties.

9. A significant portion of our revenues are dependent on our exports to our international customers. Any failure to fulfil the requirements of our international customers may adversely affect our

revenues, result of operations and cash flows.

For the Financial year ended March 31, 2017, 2016, 2015, 2014 and 2013 export of propeller shafts to

our overseas customers accounted for 93.96%, 94.06%, 92.74%, 96.19% and 94.15%, respectively of

our Revenue from operations.

As a result, our operations are impacted by various risks inherent in international sales and operations,

including:

currency exchange rate fluctuations;

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regional economic or political uncertainty;

currency exchange controls;

differing accounting standards and interpretations;

differing labour regulations;

differing domestic and foreign customs, tariffs and taxes;

current and changing regulatory environments;

difficulty in staffing and managing widespread operations;

coordinating and interacting with local representatives and counterparties to fully understand local business and regulatory requirements; and

availability and terms of financing.

To the extent that we are unable to effectively manage our global operations and risks such as the above

(in particular, as we implement our strategy to enter into new markets where we do not have local

knowledge and resources), we may be unable to grow or maintain our sales and profitability, or we may

be subject to additional unanticipated costs or legal or regulatory action. As a consequence, our

business, financial condition, results of operations and cash flows may be adversely affected.

10. We have in the past entered into related party transactions and may continue to do so in the future.

Our Company has entered into various transactions with our Promoters, Promoter Group, Directors and

their Relatives and Group Company. While we believe that all such transactions are conducted on arms

length basis, there can be no assurance that we could not have achieved more favorable terms had such

transactions were not entered into with related parties. Furthermore, it is likely that we will enter into

related party transactions in future. There can be no assurance that such transactions, individually or in

aggregate, will not have an adverse effect on our financial condition and results of operation. For details

on the transactions entered by us, please refer to chapter ―Related Party Transactions‖ beginning on

page 195 of the Draft Red Herring Prospectus.

11. We may not be able to accurately manage our inventory, this may adversely affect our goodwill and business, financial condition and results of operations s.

We maintain physical inventory for substantially all of our products. Changes in consumer requirements

and demands for these products expose us to significant inventory risks. The demand for specific

products can change between the time of manufacturing a product and the time of shipment of these

products from our facilities. Further, accurate assessment of market demand requires significant

investment in the creation of a sales and marketing network and training of marketing personnel. There is

no guarantee that our estimate of market demand in India or in foreign countries will be accurate. In the

event that we overestimate the demand for our products, we will have expended resources in

manufacturing excess products, export costs, insurance costs, distribution expenses and storage and other

allied expenditures and if we under-stock one or more of our products, we may not be able to obtain

additional units in a timely manner and will loose out on sales opportunities that our competitors will

capitalize on and thereby increase their respective market shares. In addition, if our products do not

achieve widespread consumer acceptance, we may be required to take significant inventory markdowns,

or may not be able to sell the products at all. Any incorrect assessment of the demand for our products

may adversely affect our business, financial condition and results of operations.

12. Our Company has in past made certain allotments of our equity shares; which has resulted in allotment to more than 49 persons.

Our Company had issued and allotted equity shares such that the total number of shareholders at the

time of allotment reached 170 shareholders by way of further issue of shares on February 16, 1995.

These equity shares were allotted before the Company was purchased by our promoters. For further

details refer to the chapter titled, ‗Capital Structure‘ beginning on page 69 of this Draft Red Herring

Prospectus. However, all the equity shares allotted under the stated allotment were transferred by the

original; allottees and

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