Religare Morning Digest 8 Religare Morning Digest January 1, 2018----
Super Religare Laboratories Limited Our Company was ... Company is considering a private placement...
Transcript of Super Religare Laboratories Limited Our Company was ... Company is considering a private placement...
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DRAFT RED HERRING PROSPECTUS
Dated February 15, 2011
Please read Section 60B of the Companies Act, 1956
100% Book Building Issue
Super Religare Laboratories Limited
Our Company was incorporated under the Companies Act, 1956, as amended (the Companies Act) as SpecialtyRanbaxy Private Limited, a private limited company, pursuant to a certificate of
incorporation dated July 7, 1995, issued by the Registrar of Companies, National Capital Territory of Delhi and Haryana (RoC). On March 30, 1996 the word Private was deleted from our name. The
name of our Company was subsequently changed to SRL Ranbaxy Limited pursuant to a special resolution of our shareholders dated June 3, 2002. The name of our Company was changed to its present
name pursuant to a special resolution of the shareholders of our Company dated August 14, 2008 and a fresh certificate of incorporation was granted to our Company by the RoC on August 28, 2008. The
corporate identification number of our Company is U74899DL1995PLC070603. For further details in relation to the change in name of our Company, see the section titled History and Corporate
Structure on page 90.
Registered and Corporate Office: Plot No. D-3, A Wing, 2nd
Floor, District Centre, Saket, New Delhi 110 017, India
Telephone: (91 11) 4229 5333; Facsimile: (91 11) 4229 5395
For details in relation to change in our Registered Office, see the section titled History and Corporate Structure on page 90. Contact Person and Compliance Officer: Mr. Ankush Agarwal; Telephone: (91 120) 3394011; Facsimile: (91 120) 339 4020/ 339 4109;
Email: [email protected]; Website: www.srl.in
PROMOTERS OF OUR COMPANY: MR. MALVINDER MOHAN SINGH, MR. SHIVINDER MOHAN SINGH, MALAV HOLDINGS PRIVATE LIMITED, SHIVI HOLDINGS PRIVATE LIMITED, OSCAR
INVESTMENTS LIMITED AND MAPLE LEAF BUILDCON PRIVATE LIMITED
PUBLIC ISSUE OF UP TO 28,000,000 EQUITY SHARES OF FACE VALUE OF ` 10 EACH (EQUITY SHARES) OF SUPER RELIGARE LABORATORIES LIMITED (THE COMPANY OR THE ISSUER) FOR CASH AT A PRICE OF ` [] PER EQUITY SHARE INCLUDING A SHARE PREMIUM OF ` [] PER EQUITY SHARE, AGGREGATING ` [] MILLION (THE ISSUE). THE ISSUE SHALL CONSTITUTE 35.00 % OF THE FULLY DILUTED POST-ISSUE PAID UP CAPITAL OF THE COMPANY.
Our Company is considering a private placement of up to 8,000,000 Equity Shares, for cash consideration aggregating up to ` 1,600 million, at its discretion prior to filing of the Red Herring Prospectus with the RoC (Pre-IPO Placement). If the Pre-IPO Placement is completed, the Issue size offered to the public would be reduced to the extent of such Pre-IPO Placement, subject to a minimum Issue size of 25% of the post Issue paid-up capital being
offered to the public.
THE FACE VALUE OF THE EQUITY SHARES IS ` 10 THE PRICE BAND AND THE MINIMUM BID LOT SIZE WILL BE DECIDED BY THE COMPANY IN CONSULTATION WITH THE BOOK RUNNING LEAD MANAGERS AND WILL BE
ADVERTISED AT LEAST TWO WORKING DAYS PRIOR TO THE BID OPENING DATE
In case of any revision in the Price Band, the Bidding Period shall be extended for atleast three additional Working Days after such revision of the Price Band, subject to the Bidding Period not exceeding 10 Working Days. Any revision in
the Price Band, and the revised Bidding Period, if applicable, shall be widely disseminated by notification to the Self Certified Syndicate Banks (SCSBs), the National Stock Exchange of India Limited (the NSE) and the Bombay Stock
Exchange Limited (the BSE), by issuing a press release and also by indicating the change on the website of the Book Running Lead Managers and at the terminals of the Syndicate Members.
The Issue is being made through the 100% Book Building Process in accordance with the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2009, as amended (the SEBI Regulations), wherein
up to 50% of the Issue shall be allocated on a proportionate basis to Qualified Institutional Buyers (QIBs). Our Company may, in consultation with the Book Running Lead Managers, allocate up to 30% 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. 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 including Mutual Funds, subject to valid Bids being received from them at or above the Issue Price. However, if the aggregate demand from Mutual Funds is less than 5% of the
Net QIB Portion, the balance Equity Shares available for allocation in the Mutual Fund Portion will be added to the Net QIB Portion and allocated proportionately to QIBs in proportion to their Bids. Further, not less than 15% of the Issue shall be
available for allocation on a proportionate basis to Non Institutional Bidders and not less than 35% of the Issue shall be available for allocation on a proportionate basis to Retail Individual Bidders, subject to valid Bids being received from them at or
above the Issue Price. All Investors, except Anchor Investors, may participate in this Issue through the Application Supported by Blocked Amount (ASBA) process by providing the details of their respective bank accounts in which the
corresponding Bid Amounts will be blocked by the SCSBs. Specific attention is invited to the section titled Issue Procedure on page 355.
RISKS IN RELATION TO FIRST ISSUE
This being the first public issue of the Issuer, there has been no formal market for the Equity Shares. The face value of the Equity Shares is ` 10 and the Floor Price is [] times of the face value and the Cap Price is [] times of the face value. The Issue Price (as determined and justified by our Company in consultation with the Book Running Lead Managers, as stated in the section titled Basis for the Issue Price on page 44) 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 or regarding the price at which the Equity Shares will be traded after listing.
GENERAL RISKS
Investments in equity and equity-related securities involve a degree of risk and investors should not invest any funds in this Issue 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 this Issue. For taking an investment decision, investors must rely on their own examination of the Issuer and this Issue, 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 Draft Red Herring Prospectus. Specific attention of the investors is invited to
section titled Risk Factors on page xiii.
ISSUERS ABSOLUTE RESPONSIBILITY
Our Company, having made all reasonable inquiries, accepts responsibility for and confirms that this Draft Red Herring Prospectus contains all information with regard to our Company and this Issue, which is material in the context of this
Issue, 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.
IPO GRADING
This Issue has been graded by [] and has been assigned the IPO Grade []/5 indicating [] in its letter dated [], 2011. The IPO grading is assigned on a five point scale from 1 to 5 with IPO Grade 5/5 indicating strong fundamentals
and IPO Grade 1/5 indicating poor fundamentals. For more information on IPO grading, see the sections titled General Information, Other Regulatory and Statutory Disclosures and Material Contracts and Documents for
Inspection on pages 14, 335 and 414 respectively.
LISTING ARRANGEMENT
The Equity Shares offered through this Draft Red Herring Prospectus are proposed to be listed on the NSE and the BSE. Our Company has received in-principle approvals from the NSE and the BSE for listing of the Equity Shares pursuant
to their letters dated [] and [], respectively. For the purposes of this Issue, the [] shall be the Designated Stock Exchange.
BOOK RUNNING LEAD MANAGERS REGISTRAR TO THE ISSUE
NOMURA FINANCIAL ADVISORY & SECURITIES (INDIA)
PRIVATE LIMITED
Ceejay House, Level 11, Dr. Annie Besant Road, Worli,
Mumbai 400 018, India.
Telephone : (91 22) 4037 4037
Facsimile: (91 22) 4037 4111
E-mail: [email protected]
Investors Grievance Email: investorgrievances-
Website: http://www.nomura.com/asia/services/capital_raising/equit
y.shtml
Contact Person: Mr. Shreyance Shah
SEBI Registration No: INM000011419
KOTAK MAHINDRA CAPITAL COMPANY LIMITED
1st Floor, Bakhtawar,
229, Nariman Point, Mumbai - 400 021, India
Telephone : (91 22) 6634 1100
Facsimile: (91 22) 2283 7517
E-mail: [email protected]
Investors Grievance Email:
Website: www.investmentbank.kotak.com
Contact Person: Mr. Chandrakant Bhole
SEBI Registration No: INM000008704
RELIGARE CAPITAL MARKETS LIMITED*
GYS Infinity, Paranjpe, B Scheme, Subhash Road
Vile Parle (East), Mumbai 400 057
Telephone: (91 22) 6766 3400
Fascimile: (91 22) 6766 3600
E-mail: [email protected]
Investor Grievance ID: [email protected]
Website: www.religarecm.com
Contact Person: Mr. Kunur Bavishi
SEBI Registration No: INM000011062
KARVY COMPUTERSHARE PRIVATE LIMITED
Plot no. 17 24, Vittal Rao Nagar
Madhapur
Hyderabad 500 081, India
Toll Free: 1-800-3454001
Telephone: (91 40) 4465 5000
Facsimile: (91 40) 2343 1551
Email: [email protected]
Website: http:\\karisma.karvy.com
Contact Person: Mr. M Murali Krishna
SEBI Registration No.: INR000000221
BID/ISSUE PROGRAMME**
BID OPENING DATE: [] BID CLOSING DATE: []
QIB BID CLOSING DATE: [] * Religare Capital Markets Limited (RCM) is a subsidiary of Religare Enterprises Limited (REL). As there are common promoters and common directors between REL and our Company, RCM is deemed to be our
associate as per the Securities and Exchange Board of India (Merchant Bankers) Regulations, 1992, as amended (Merchant Bankers Regulations). RCM has signed the due diligence certificate and accordingly been
disclosed as a Book Running Lead Manager. Further, in compliance with the provision to Regulation 21A(1) and explanation to Regulation 21A(1) of the Merchant Bankers Regulations, read with Regulation 110 and
Schedule XX of the SEBI Regulations, RCM would be involved only in marketing of the Issue. ** Our Company may consider participation by Anchor Investors. Anchor Investor shall Bid on Anchor Investor Bidding Date.
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TABLE OF CONTENTS
SECTION I GENERAL ............................................................................................................................. I
DEFINITIONS AND ABBREVIATIONS ................................................................................................... I CERTAIN CONVENTIONS, USE OF FINANCIAL INFORMATION AND MARKET DATA AND
CURRENCY OF PRESENTATION .......................................................................................................... X FORWARD-LOOKING STATEMENTS ................................................................................................ XII
SECTION II RISK FACTORS ........................................................................................................... XIII
SECTION III INTRODUCTION ............................................................................................................. 1
SUMMARY OF INDUSTRY ...................................................................................................................... 1 SUMMARY OF BUSINESS ....................................................................................................................... 3 THE ISSUE ................................................................................................................................................. 8 SUMMARY FINANCIAL INFORMATION .............................................................................................. 9 GENERAL INFORMATION .................................................................................................................... 14 CAPITAL STRUCTURE .......................................................................................................................... 24 OBJECTS OF THE ISSUE ........................................................................................................................ 36 BASIS FOR THE ISSUE PRICE ............................................................................................................... 44 STATEMENT OF TAX BENEFITS ......................................................................................................... 46
SECTION IV ABOUT THE COMPANY ............................................................................................. 55
INDUSTRY OVERVIEW ......................................................................................................................... 55 OUR BUSINESS ....................................................................................................................................... 63 REGULATIONS AND POLICIES ........................................................................................................... 84 HISTORY AND CORPORATE STRUCTURE ........................................................................................ 90 OUR MANAGEMENT ........................................................................................................................... 109 OUR PROMOTERS AND PROMOTER GROUP .................................................................................. 128 OUR GROUP COMPANIES .................................................................................................................. 138 RELATED PARTY TRANSACTIONS .................................................................................................. 190 DIVIDEND POLICY .............................................................................................................................. 191
SECTION V FINANCIAL INFORMATION ...................................................................................... F-1
FINANCIAL INFORMATION OF OUR COMPANY ........................................................................... F-1 FINANCIAL INFORMATION OF PIRAMAL DIAGNOSTIC SERVICES PRIVATE LIMITED ..... F-69 PRO-FORMA FINANCIAL INFORMATION ..................................................................................... F-91 MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS OF OUR COMPANY ............................................................................ 192 FINANCIAL INDEBTEDNESS ............................................................................................................. 216
SECTION VI LEGAL AND OTHER INFORMATION ....................................................................230
OUTSTANDING LITIGATION AND MATERIAL DEVELOPMENTS .............................................. 230 GOVERNMENT AND OTHER APPROVALS ...................................................................................... 305 OTHER REGULATORY AND STATUTORY DISCLOSURES ........................................................... 335
SECTION VII ISSUE INFORMATION ..............................................................................................348
TERMS OF THE ISSUE ......................................................................................................................... 348 ISSUE STRUCTURE .............................................................................................................................. 351 ISSUE PROCEDURE ............................................................................................................................. 355
SECTION VIII MAIN PROVISIONS OF THE ARTICLES OF ASSOCIATION .........................388
SECTION IX OTHER INFORMATION .............................................................................................414
MATERIAL CONTRACTS AND DOCUMENTS FOR INSPECTION ................................................. 414 DECLARATION ..................................................................................................................................... 417
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SECTION I GENERAL
DEFINITIONS AND ABBREVIATIONS
Unless the context otherwise indicates, requires or implies, the following terms shall have the following
meanings in this Draft Red Herring Prospectus. References to statutes, rules, regulations, guidelines and
policies will be deemed to include all amendments and modifications notified thereto.
Company Related Terms
Term Description
Articles/ Articles of Association The articles of association of our Company, as amended.
Auditor The statutory auditor of our Company, being S.R. Batliboi & Co., Chartered
Accountants
Board/ Board of Directors/ our
Board
The board of directors of our Company, as duly constituted from time to time, or
committees thereof.
Company/ Issuer/ SRL Super Religare Laboratories Limited, a public limited company incorporated
under the Companies Act.
Corporate Office The corporate office of our Company, presently located at Plot No. D-3, A Wing
2nd Floor, District Centre, Saket, New Delhi 110 017, India.
Director(s) The director(s) on our Board.
ESOP Super Religare Laboratories Limited Employment Stock Option Plan 2009, the
employee stock option scheme of our Company for grant of options for up to
1,517,470 Equity Shares to the present and future permanent employees of our
Company, including our Directors.
Group Companies The companies, firms, ventures, etc. promoted by our Promoters, irrespective of
whether such entities are covered under Section 370(1)(B) of the Companies Act
and as described in the section titled Our Group Companies on page 138.
Key Management Personnel The officers vested with executive powers and the officers at the level
immediately below the board of directors of the Issuer and other persons whom
the Issuer has declared and listed as Key Management Personnel in the section
titled Our Management on page 109.
Memorandum/ Memorandum of
Association/ MoA
The memorandum of association of our Company, as amended.
Promoters The promoters of our Company, being Mr. Malvinder Mohan Singh, Mr.
Shivinder Mohan Singh, Malav Holdings Private Limited, Shivi Holdings
Private Limited, Oscar Investments Limited and Maple Leaf Buildcon Private
Limited.
Promoter Group The persons and entities constituting our promoter group pursuant to Regulation
2(1)(zb) of the SEBI Regulations, as enlisted in the section titled Our
Promoters and Promoter Group on page 128.
Registered Office The registered office of our Company, presently located at Plot No. D-3, A Wing
2nd Floor, District Centre, Saket, New Delhi 110 017, India.
RoC Registrar of Companies, NCT Delhi & Haryana.
Subsidiaries The subsidiaries of our Company, as described in the section titled History and
Corporate Structure Subsidiaries on page 90.
We/ us/ our Our Company, and where the context requires, our Subsidiaries and joint
ventures on a consolidated basis.
Issue Related Terms
Term Description
AI CAN/Anchor Investor
Confirmation of Allocation Note
The note or advice or intimation of allocation of the Equity Shares sent to the
Anchor Investors who have been allocated Equity Shares after discovery of the
Anchor Investor Allocation Price, including any revisions thereof.
Allot/ Allotment/ Allotted The allotment of Equity Shares in this Issue.
Allottee A successful Bidder to whom Allotment is made.
Anchor Investor A Qualified Institutional Buyer, applying under the Anchor Investor Portion,
who has Bid for an amount of at least ` 100 million.
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Term Description
Anchor Investor Allocation Price The price at which Equity Shares will be allocated in terms of the Red Herring
Prospectus and Prospectus to the Anchor Investors, which will be decided by our
Company in consultation with the Book Running Lead Managers prior to the Bid Opening Date.
Anchor Investor Bidding Date The date one Working Day prior to the Bid Opening Date prior to or after which
the Syndicate will not accept any Bids from Anchor Investors.
Anchor Investor Issue Price The price at which Allotment is made to Anchor Investors in terms of the Red
Herring Prospectus, which shall be higher than or equal to the Issue Price, but
not higher than the Cap Price.
Anchor Investor Pay-in Date In case of Anchor Investor Issue Price being higher than Anchor Investor
Allocation Price, no later than two days after the Bid Closing Date.
Anchor Investor Portion The portion of the Issue available for allocation to Anchor Investors on a
discretionary basis at the Anchor Investor Allocation Price, in accordance with
the SEBI Regulations, being upto 30% of the QIB Portion or upto [] Equity
Shares.
ASBA or Application Supported
by Blocked Amount
The application (whether physical or electronic) used to make a Bid authorizing
the concerned SCSB to block the Bid Amount in the ASBA Account maintained
with such SCSB.
ASBA Account Account maintained by an ASBA Bidder with a SCSB which will be blocked by
such SCSB to the extent of the appropriate Bid Amount in relation to a Bid by
such ASBA Bidder.
ASBA Bidder(s) Prospective investors, other than Anchor Investors in this Issue who intend to
Bid through ASBA.
ASBA Form The form, whether physical or electronic, by which an ASBA Bidder can make
a Bid pursuant to the terms of the Red Herring Prospectus and which contains
an authorisation to block the Bid Amount in an ASBA Account.
ASBA Revision Form The forms used by the ASBA Bidders to modify the quantity of Equity Shares or
the Bid Amount in any of their ASBA Forms (if submitted in physical form).
Bankers to the Issue/Escrow
Collection Bank(s)
The banks which are clearing members and registered with SEBI as bankers to
the Issue with whom the Escrow Account will be opened, in this case being [].
Basis of Allotment The basis on which the Equity Shares will be Allotted, as described in the
section titled Issue Procedure - Basis of Allotment on page 380.
Bid An indication by a Bidder to make an offer to subscribe for Equity Shares in
terms of the Red Herring Prospectus.
Bidder A prospective investor in this Issue who makes a Bid, pursuant to the terms of
the Red Herring Prospectus and the Bid cum Application Form, and unless
otherwise stated or implied, includes an ASBA Bidder.
Bidding The process of making a Bid.
Bid Amount The highest Bid Price indicated in the Bid cum Application Form and in case of
ASBA Bidders, the amount mentioned in the ASBA Form.
Bid cum Application Form The form in terms of which a Bidder (other than an ASBA Bidder) makes a Bid
in terms of the Red Herring Prospectus and which will be considered as an
application for Allotment.
Bid Price The prices indicated against each optional Bid in the Bid cum Application Form.
Bid Closing Date Except in relation to Anchor Investors, the date after which the Syndicate and
the SCSBs will not accept any Bids, and which shall be notified in an English
national daily newspaper and a Hindi national daily newspaper (which is also the
regional newspaper), each with wide circulation and in case of any revision, the
extended Bid Closing Date also to be notified on the website and terminals of the
Syndicate and SCSBs, as required under the SEBI Regulations. Further, our
Company, in consultation with the Book Running Lead Managers, may decide to
close Bidding by QIBs one day prior to the Bid Closing Date.
Bid Opening Date Except in relation to Anchor Investors, the date on which the Syndicate and the
SCSBs shall start accepting Bids, and which shall be the date notified in an
English national daily newspaper and a Hindi national daily newspaper (which is
also the regional newspaper), each with wide circulation and in case of any
revision, the extended Bid Opening Date also to be notified on the website and
terminals of the Syndicate and SCSBs, as required under the SEBI Regulations.
Bidding Centre A centre for acceptance of the Bid cum Application Form.
Bidding Period The period between the Bid Opening Date and the Bid Closing Date or the QIB
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Term Description
Bid Closing Date, as the case may be (in either case inclusive of such date and
the Bid Opening Date) during which Bidders, other than Anchor Investors, can
submit their Bids, inclusive of any revision thereof. Provided however that the
Bidding shall be kept open for a minimum of three Working Days for all
categories of Bidders, other than Anchor Investors.
Book Building Process The book building process as described in Part A of Schedule XI of the SEBI
Regulations.
Book Running Lead Managers or
BRLMs
Book running lead managers to this Issue, being Nomura Financial Advisory &
Securities (India) Private Limited, Kotak Mahindra Capital Company Limited
and Religare Capital Markets Limited*.
_____ * RCM is a subsidiary of REL. As there are common promoters and common directors between REL and our
Company, RCM is deemed to be our associate as per the Merchant Bankers Regulations. RCM has signed the
due diligence certificate and accordingly has been disclosed as a Book Running Lead Manager. Further, in
compliance with the provision to Regulation 21A(1) and explanation to Regulation 21A (1) of the Merchant
Bankers Regulations, read with Regulation 110 and Schedule XX of the SEBI Regulations, RCM would be
involved only in marketing of the Issue.
CAN/ Confirmation of Allotment
Note
Except in relation to the Anchor Investors, the note or advice or intimation of
Allotment of the Equity Shares, sent to the each successful Bidder who have
been or are to be Allotted Equity Shares after discovery of the Issue Price,
including any revision thereof.
Cap Price The higher end of the Price Band, in this case being ` [], and any revisions thereof, above which the Issue Price will not be finalized and above which no
Bids will be accepted.
Controlling Branches Such branches of the SCSBs which co-ordinate Bids under this Issue by the
ASBA Bidders with the Registrar to the Issue and the Stock Exchanges and a list
of which is available at http://www.sebi.gov.in/pmb.scsb.pdf or at such other
website as may be prescribed by SEBI from time to time.
Cut-Off Price Any price within the Price Band determined by our Company in consultation
with the Book Running Lead Managers, at which only the Retail Individual
Bidders are entitled to Bid, for Equity Shares of an amount not exceeding ` 200,000.
Depository A depository registered with the SEBI under the Depositories Act, 1996, in this
case being NSDL and CDSL.
Depositories Act The Depositories Act, 1996, as amended from time to time.
Depository Participant or DP A depository participant registered with the SEBI under the Depositories Act.
Designated Branches Such branches of the SCSBs which shall collect the ASBA Forms and a list of
which is available on http://www.sebi.gov.in/pmd/scsb.pdf or at such other
website as may be prescribed by SEBI from time to time.
Designated Date The date on which the Escrow Collection Banks transfer and the SCSBs issue, or
by when have issued, instructions for transfer, of the funds from the Escrow
Accounts and the ASBA Accounts, respectively, to the Public Issue Account
after the Prospectus is filed with RoC, following which the Board of Directors
shall allot equity shares to the Allotees.
Designated Stock Exchange or
DSE
[].
Draft Red Herring Prospectus or
DRHP
This Draft Red Herring Prospectus dated February 15, 2011 filed with SEBI,
prepared and issued by our Company in accordance with the SEBI Regulations.
Eligible NRI An NRI from such a jurisdiction outside India where it is not unlawful to make
an offer or invitation under this Issue and in relation to whom the Red Herring
Prospectus constitutes an invitation to Bid on the basis of the terms thereof.
Equity Shares The equity shares of our Company of face value of ` 10 each. Escrow Account(s) Accounts opened with Escrow Collection Bank(s) for this Issue to which
cheques or drafts are issued by Bidders (excluding ASBA Bidders) in respect of
the Bid Amount.
Escrow Agreement An agreement to be entered among our Company, the Registrar to the Issue, the
Escrow Collection Banks, the Book Running Lead Managers and the Syndicate
Members for the collection of Bid Amounts and for remitting refunds, if any, to
the Bidders (excluding the ASBA Bidders) on the terms and conditions thereof.
First Bidder The Bidder whose name appears first in the Bid cum Application Form or
Revision Form or the ASBA Form or ASBA Revision Form.
Floor Price The lower end of the Price Band below which no Bids will be accepted, in this
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Term Description
case being ` [], and any revisions thereof which shall not be lesser than the face value of our Equity Shares.
IPO Grading Agency [], the credit rating agency appointed by our Company for grading this Issue.
Issue This issue of up to 28,000,000 Equity Shares* for an amount aggregating ` [] million. _________________
*If the Pre-IPO Placement is completed, the Issue size offered to the public would be
reduced to the extent of such Pre-IPO Placement, subject to a minimum Issue size of 25%
of the post Issue paid-up capital being offered to the public.
Issue Agreement The agreement entered into on February 15, 2011 between our Company and the
Book Running Lead Managers, pursuant to which certain arrangements are
agreed to in relation to the Issue.
Issue Price The price at which Allotment will be made to successful bidders, which may be
equal to or less than the Anchor Investor Issue Price, as determined by our
Company in consultation with the Book Running Lead Managers.
Issue Proceeds Gross proceeds to be raised by our Company through this Issue.
Mutual Funds Mutual funds registered with the SEBI under the Securities and Exchange Board
of India (Mutual Funds) Regulations, 1996.
Mutual Fund Portion [] Equity Shares or 5% of the Net QIB Portion, available for allocation to
Mutual Funds out of the Net QIB Portion.
Net Proceeds Net proceeds of the Issue after deducting the Issue related expenses from the
Issue Proceeds.
Net QIB Portion The portion of the QIB Portion less the number of Equity Shares Allotted to the
Anchor Investors.
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 Bidders All Bidders (including ASBA Bidders and Sub-Accounts which are foreign
corporates or foreign individuals) that are not Qualified Institutional Buyers or
Retail Individual Bidders and who have Bid for an amount more than ` 200,000. Non-Institutional Portion The portion of the Issue being not less than 15% of the Issue consisting of []
Equity Shares, available for allocation to Non-Institutional Bidders.
Pre-IPO Placement The private placement of up to 8,000,000 Equity Shares by our Company, for
cash consideration aggregating upto ` 1,600 million, at its discretion prior to filing of the Red Herring Prospectus with the RoC.
Price Band The price band between the Floor Price and Cap Price, including any revisions
thereof.
Pricing Date The date on which the Issue Price is finalised by our Company, in consultation
with the Book Running Lead Managers.
Prospectus The prospectus of our Company to be filed with the RoC for this Issue after the
Pricing Date, in accordance with Sections 56, 60 and 60B of the Companies Act
and the SEBI Regulations.
Public Issue Account The bank account opened with the Bankers to the Issue by our Company under
Section 73 of the Companies Act to receive money from the Escrow Account on
the Designated Date and where the funds shall be transferred by the SCSBs from
the ASBA Accounts.
QIBs/ Qualified Institutional
Buyers
Public financial institutions as defined in Section 4A of the Companies Act, FIIs
and Sub-Accounts registered with SEBI (other than Sub-Accounts which are
foreign corporates or foreign individuals), VCFs, FVCIs, Mutual Funds,
multilateral and bilateral financial institutions, scheduled commercial banks,
state industrial development corporations, insurance companies registered with
the IRDA, provident funds and pension funds with a minimum corpus of ` 250 million, the NIF, 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, eligible for Bidding.
QIB Bid Closing Date In the event our Company in consultation with the Book Running Lead
Managers decides to close Bidding by QIBs one day prior to the Bid Closing
Date, the date one day prior to the Bid Closing Date; otherwise it shall be the
same as the Bid Closing Date.
QIB Portion The portion of the Issue being upto 50% of the Issue, that is, upto [] Equity
Shares available for allocation to QIBs (including the Anchor Investor Portion).
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Term Description
Red Herring Prospectus or
RHP
The red herring prospectus to be issued by our Company in accordance with
Sections 56, 60 and 60B of the Companies Act and the SEBI Regulations, which
does not have complete particulars on the Issue Price and size of this Issue.
Refund Account(s) The account opened by our Company with Banker(s) to the Issue, from which
refunds of the whole or part of the Bid Amount (excluding the ASBA Bidders),
if any, shall be made out of the subscription monies transferred from the Public
Issue Account.
Refunds through electronic
transfer of funds
Refunds through ECS, NEFT, direct credit or RTGS, or the ASBA process, as
applicable.
Refund Banker(s) The Banker(s) to the Issue, with whom the Refund Account(s) will be opened, in
this case being [].
Registrar/ Registrar to the Issue Karvy Computershare Private Limited.
Retail Individual Bidders Individual Bidders (including HUFs applying through their karta, and Eligible
NRIs) who have Bid for an amount less than or equal to ` 200,000. Retail Portion The portion of the Issue being not less than 35% of the Issue, consisting of []
Equity Shares, available for allocation to Retail Individual Bidders on a
proportionate basis.
Revision Form The form used by the Bidders other than ASBA Bidders to modify the quantity
of Equity Shares or the Bid Price in any of their Bid cum Application Forms or
any previous Revision Form(s), as applicable.
Self Certified Syndicate Banks or
SCSBs
The banks which are registered with SEBI under the Securities and Exchange
Board of India (Bankers to an Issue) Regulations, 1994 and offer services in
relation to ASBA, including blocking of an ASBA Account in accordance with
the SEBI Regulations and a list of which is available on
http://www.sebi.gov.in/pmd/scsb.pdf or at such other website as may be
prescribed by SEBI from time to time.
Stock Exchanges The BSE and the NSE.
Syndicate Agreement The agreement to be entered by our Company and members of the Syndicate, in
relation to the collection of Bids (excluding Bids from the ASBA Bidders).
Syndicate Members Intermediaries registered with the SEBI who are permitted to carry out activities
as an underwriter, in this case being [].
Syndicate Collectively, the Book Running Lead Managers and the Syndicate Members.
Transaction Registration Slip/
TRS
The slip or document issued by any of the members of the Syndicate, or the
SCSBs, as the case may be, to a Bidder upon demand as proof of registration of
the Bid.
Underwriters The Book Running Lead Managers and the Syndicate Members.
Underwriting Agreement The agreement to be entered into between the Underwriters, our Company and
the Registrar to the Issue on or immediately after the Pricing Date.
Working Days All days on which banks in Mumbai are open for business except Sunday and
any public holiday, provided however during the Bidding Period a working day
means all days on which banks in Mumbai are open for business and shall not
include a Saturday, Sunday or a public holiday.
Conventional/General Terms, Abbreviations and Reference to Other Business Entities
Abbreviation Full Form
AED Arab Emirates Dirham.
AGM Annual General Meeting.
ANR ANR Securities Limited.
APLAC Asia Pacific Laboratory Accreditation Cooperation
ARLICL AEGON Religare Life Insurance Company Limited.
AS Accounting Standards as issued by the Institute of Chartered Accountants of
India.
Biomedical Waste Rules The Indian Biomedical Waste (Management and Handling) Rules, 1998.
BRPL Bindas Realtors Private Limited.
BSE The Bombay Stock Exchange Limited.
BTAs Business Transfer Agreements.
CDSL Central Depository Services (India) Limited.
CENVAT Central Value Added Tax.
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vi
Abbreviation Full Form
CEO Chief Executive Officer.
CFO Chief Financial Officer.
CFR Code of Federal Rules.
CIN Corporate Indentity Number.
CLIMS Centralized Laboratory Information Management System.
Companies Act Companies Act, 1956, as amended.
Competition Act Competition Act, 2002
CPA Consumer Protection Act, 1986.
CPPL Chetak Pharmaceuticals Private Limited.
CST Central Sales Tax Act, 1956, as amended.
DDRC Doctors Diagnostic Research Centre.
DDRC PDSPL DDRC Piramal Diagnostic Services Private Limited.
Demat Dematerialised.
DIN Directors Identification Number.
DIPP Department of Industrial Policy and Promotion, Ministry of Commerce and
Industry, Government of India.
DP ID Depository Participants Identity.
EBITDA Earnings before Interest, Depreciation, Tax, Amortisation and extraordinary
items.
ECB External Commercial Borrowings.
ECS Electronic Clearing System.
EGFR Epidermal growth factor receptor.
EGM Extraordinary General Meeting.
EPS Earning Per Share.
ESIC Employees State Insurance Corporation.
FCNR Account Foreign Currency Non-Resident Account.
FCRL Fortis Clinical Research Limited.
FDI Foreign Direct Investment, as laid down in the Consolidated FDI Policy
effective from October 1, 2010.
FEMA Foreign Exchange Management Act, 1999, together with rules and regulations
framed thereunder.
FEMA Regulations Foreign Exchange Management (Transfer or Issue of Security by a Person
Resident Outside India) Regulations, 2000.
FHHL Fortis Healthcare Holdings Limited.
FHL Fortis Healthcare Limited.
FHsL Fortis HealthStaff Limited.
FII Foreign Institutional Investors, as defined under the FII Regulations and
registered with SEBI under applicable laws in India.
FII Regulations Securities and Exchange Board of India (Foreign Institutional Investors)
Regulations, 1995.
FIPB Foreign Investment Promotion Board of the Government of India.
Fiscal/ Financial Year/FY Period of twelve months ended March 31 of that particular year, unless
otherwise stated.
FMHL Fortis Malar Hospitals Limited.
FVCI Foreign venture capital investor as defined in and registered under the FVCI
Regulations.
FVCI Regulations Securities and Exchange Board of India (Foreign Venture Capital Investors)
Regulations, 2000, as amended.
GBFL Green Biofuels Farms Private Limited.
GBPL Greenview Buildtech Private Limited.
GoI/Government of India/
Central Government
The Government of India.
HISPL Hospitalia Information Systems Private Limited.
HIV Human immunodeficiency virus.
HUF Hindu Undivided Family.
IATA International Air Transport Association.
ICAI Institute of Chartered Accountants in India.
ICAO International Civil Aviation Organization
ICMR Indian Council of Medical Research.
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vii
Abbreviation Full Form
IFRS International Financial Reporting Standards.
Indian GAAP Generally accepted accounting principles in India.
Insider Trading Regulations Securities and Exchange Board of India (Prohibition of Insider Trading)
Regulations, 1992, as amended from time to time, including instructions and
clarifications issued by SEBI from time to time.
IPC Indian Penal Code, 1860, as amended.
IPO Initial Public Offer.
IRDA Insurance Regulatory and Development Authority.
ISO International Organization for Standardization.
IT Act Income Tax Act, 1961, as amended.
IT Department Income Tax Department, GoI.
IT Rules The Income Tax Rules, 1962, as amended from time to time.
JV Agreement Joint venture agreement dated April 17, 1995 between Specialty Laboratories
Asia Limited and Ranbaxy Laboratories Limited, pursuant to which our
Company was incorporated.
JVC Joint venture company.
LFPL Luxury Farms Private Limited.
Life Care Services Life Care Services Private Limited.
Listing Agreement Listing Agreement to be entered into by our Company with the Stock
Exchanges.
Ltd. Limited.
MACT Motor Accidents Claim Tribunal.
MBPL Meadows Buildtech Private Limited.
MCD Municipal Corporation of Delhi.
MENA MENA Healthcare Investment Company Limited.
MH Malsh Healthcare.
MHPL Malav Holdings Private Limited.
MRI Magnetic resonance imaging.
N.A. Not Applicable.
NABH National Accreditation Board for Hospitals and Healthcare Providers.
NAV Net Asset Value.
NI Act Negotiable Instruments Act, 1881, as amended.
No. Number.
NR(s) or Non Resident(s) A person resident outside India, as defined under FEMA, including an Eligible
NRI and an FII.
NRE Account Non-Resident External Account.
NRI A person resident outside India, as defined under FEMA and who is a citizen of
India or a person of Indian origin, such term as defined under the Foreign
Exchange Management (Deposit) Regulations, 2000.
NRO Account Non-Resident Ordinary Account.
NSDL National Securities Depository Limited.
NSE National Stock Exchange of India Limited.
OCB(s) A company, partnership, society or other corporate body owned directly or
indirectly to the extent of at least 60% by NRIs including overseas trusts, in
which not less than 60% of beneficial interest is irrevocably held by NRIs
directly or indirectly and which was in existence on October 3, 2003 and
immediately before such date was eligible to undertake transactions pursuant to
the general permission granted to OCBs under FEMA.
OT Oscar Traders.
p.a. Per annum.
P.O. Post Office.
P/E Ratio Price/Earnings Ratio.
PAN Permanent Account Number allotted under the IT Act.
PBT Profit Before Tax.
PCR Polymerase chain reaction.
PEL Piramal Enterprises Limited.
PET Positron emission tomography.
Ph. D. Doctor of Philosophy.
PHL Piramal Healthcare Limited.
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viii
Abbreviation Full Form
Piramal Diagnostics/ PDSPL Piramal Diagnostics Services Private Limited.
Piramal Joint Venture Company DDRC Piramal Diagnostic Services Private Limited, Piramal Diagnostics' joint
venture company with three promoters of DDRC.
PLR Prime Lending Rate.
Pvt. Private.
R&D Research and Development.
RAIL Religare Arts Initiative Limited.
RBI Reserve Bank of India.
RBI Act Reserve Bank of India Act, 1934, as amended from time to time.
RCM Religare Capital Markets Limited.
RCNPL R.C. Nursery Private Limited.
Re. One Indian Rupee.
REL Religare Enterprises Limited.
RFIL Religare Finance Limited.
RFL Religare Finvest Limited.
RHC Holding RHC Holding Private Limited.
RHICL Religare Health Insurance Company Limited.
RIBL Religare Insurance Broking Limited.
RLL Ranbaxy Laboratories Limited.
RMWML Religare Macquarie Wealth Management Limited.
RRL Religare Realty Limited.
Rs./Rupees / INR/ ` Indian Rupees. RSL Religare Securities Limited.
RTGS Real Time Gross Settlement.
RTL Religare Technova Limited, currently Dion Global Solutions Limited. RVCL Religare Venture Capital Limited.
RVL Religare Voyages Limited.
RWL Religare Wellness Limited.
SAP Solutions applications and services
SAP/R3 A computer system designed to support complete business management tasks of
a corporation, company or institution
SCRA Securities Contracts (Regulation) Act, 1956, as amended.
SCRR Securities Contracts (Regulation) Rules, 1957, as amended.
SEBI The Securities and Exchange Board of India established under the SEBI Act.
SEBI Act The Securities and Exchange Board of India Act, 1992, as amended.
SEBI Regulations The Securities and Exchange Board of India (Issue of Capital and Disclosure
Requirements) Regulations, 2009, as amended.
SHPL Shivi Holdings Private Limited.
SICA Sick Industrial Companies (Special Provisions) Act, 1995, as amended from
time to time.
SLA Specialty Laboratories Asia Limited.
SMS Short message service.
Sq. ft. Square feet.
Sq. mt. Square meter.
SRLFL Super Religare Laboratories FZ-LLC.
SRLIL Super Religare Laboratories International Limited.
SRLL Shimal Research Laboratories Limited.
SRPL Specialty-Ranbaxy Private Limited.
SRRLPL/ SRL Joint Venture
Company
Super Religare Reference Laboratories (Nepal) Private Limited.
Sub-Account Sub-accounts registered with SEBI under the Securities and Exchange Board of
India (Foreign Institutional Investor) Regulations, 1995.
Takeover Code The Securities and Exchange Board of India (Substantial Acquisition of Shares
and Takeovers) Regulations, 1997, as amended.
TAN Tax deduction account number allotted the IT Act.
TDS Tax Deduction at Source.
TIN Taxpayers Identification Number.
TRS Transaction Registration Slip.
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ix
Abbreviation Full Form
U.S. GAAP Generally accepted accounting principles in the United States of America.
U.S./ US/ U.S.A/United States The United States of America, together with its territories and possessions.
UIN Unique Identification Number issued in terms of SEBI (Central Database of
Market Participants) Regulations, 2003, as amended from time to time.
UoI Union of India.
US$ United States Dollars.
VCFs Venture Capital Funds as defined and registered with SEBI under the Securities
and Exchange Board of India (Venture Capital Fund) Regulations, 1996.
VCPL Vistas Complexes Private Limited.
VRCAL Vistaar Religare Capital Advisors Limited.
VRPL Vistas Realtors Private Limited.
Industry/ Project Related Terms, Definitions and Abbreviations
Term Description
ACTN3 Alpha-actinin-3, also known as alpha-actinin skeletal muscle isoform 3 or F-
actin cross-linking protein.
CAP College of American Pathologists.
CDCP Centers of Disease Control and Prevention.
CT Computed tomography.
DNA Deoxyribonucleic acid.
DXA Dual-energy X-ray Absorptiometry.
ECG Electro Cardio Gram.
GCC Gulf Corporation Council.
ILAC International Laboratory Accreditation Cooperation.
NABL National Accreditation Board for Testing and Calibration Laboratories,
Department of Science and Technology, India.
NCCLS National Commission for Clinical Laboratory Standards.
Net Sales Value The value of the tests conducted at the laboratory with reference to our price list
issued from time-to-time, such value being set out in an invoice issued by the
franchisee.
NGSP National Glycohemoglobin Standardization Program.
OPG Orthopantomography.
X-ray Diagnostic radiology.
The words and expressions used but not defined herein shall have the same meaning as is assigned to such
terms under the Companies Act, the SCRA, the Depositories Act and the rules and regulations made
thereunder or such other applicable laws as amended from time to time.
Notwithstanding the foregoing, terms in the sections titled Main Provisions of the Articles of Association,
Statement of Tax Benefits and Financial Statements on pages 388, 46 and F-1, respectively, have the
meanings given to such terms in these respective sections.
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x
CERTAIN CONVENTIONS, USE OF FINANCIAL INFORMATION AND MARKET DATA AND
CURRENCY OF PRESENTATION
Certain Conventions
All references in this Draft Red Herring Prospectus to India are to the Republic of India. All references
in this Draft Red Herring Prospectus to the US, USA or United States are to the United States of
America.
Financial Data
Unless stated otherwise, the financial data in this Draft Red Herring Prospectus is extracted from (i) the
restated consolidated financial statements of our Company, subsidiaries and joint ventures (the Group)
for the six months ended September 30, 2010 and Fiscal Years 2010 and 2009 and on the restated
unconsolidated financial statements of our Company for Fiscal Years 2008, 2007 and 2006, prepared in
accordance with the applicable provisions of the Companies Act and the SEBI Regulations and set out in
the section titled Financial Information on page F-1. We had no interests in any subsidiary or entity with
which we were required to consolidate our results of operations during those years. Our restated
consolidated financial statements and restated unconsolidated financial statements are derived from our
audited unconsolidated financial statements and the Groups audited consolidated financial statements
prepared in accordance with Indian GAAP and the Companies Act, and have been restated in accordance
with the SEBI Regulations. The restated consolidated financial statements of Piramal Diagnostics Services
Private Limited (Piramal Diagnostics) for the six months ended September 30, 2010 and Fiscal Years
2010, 2009, 2008 and 2007, have been prepared in accordance with the applicable provisions of the
Companies Act and the SEBI Regulations and set out in the section titled Financial Information on page
F-1. The restated consolidated financial statements of Piramal Diagnostics are derived from its audited
consolidated financial statements prepared in accordance with Indian GAAP and the Companies Act, and
have been restated in accordance with the SEBI Regulations. Our and Piramal Diagnostics fiscal years
commence on April 1 and end on March 31. 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.
We acquired 100% of the outstanding share capital of Piramal Diagnostics on August 20, 2010. Because
we acquired Piramal Diagnostics after the last fiscal year under review, our restated financial statements
included in this Draft Red Herring Prospectus do not reflect the financial information of Piramal
Diagnostics, except for the period from August 20, 2010 to September 30, 2010. However, for the
purposes of preparing our consolidated financial statements for Fiscal Year 2011 and subsequent periods,
we intend to consolidate the financial information of Piramal Diagnostics and of its subsidiaries as of the
date of its acquisition with the financial information of our Company. Our restated consolidated financial
statements for future periods will not be comparable to our consolidated financial statements for past
periods because of the significant effect of the acquisition of Piramal Diagnostics.
In addition, this Draft Red Herring Prospectus includes the unaudited pro forma condensed consolidated
financial information of the Group reflecting the acquisition of Piramal Diagnostics for the year ended
March 31, 2010, as if the acquisition took place on April 1, 2009, and the six months ended September 30,
2010, prepared in accordance with the SEBI Regulations, which are included in this Draft Red Herring
Prospectus, and set out in the section titled Financial Information on page F-1.
We do not provide a reconciliation of our restated consolidated and unconsolidated financial statements to
IAS/IFRS and we have not otherwise quantified or identified the impact of the differences between Indian
GAAP and IAS/IFRS as applied to our restated consolidated and unconsolidated financial statements. As
there are significant differences between Indian GAAP and IAS/IFRS, there may be substantial differences
in our results of operations, cash flows and financial position if we were to prepare our financial statements
in accordance with IAS/IFRS instead of Indian GAAP and we urge you to consult your own advisors
regarding such differences and their impact on our financial data. Accordingly, the degree to which the
financial statements in this Draft Red Herring Prospectus will provide meaningful information to a
prospective investor in countries other than India depends entirely on such potential investor's level of
familiarity with Indian accounting practices and SEBI Regulations. Any reliance by persons not familiar
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xi
with Indian accounting practices on the financial disclosures presented in this Draft Red Herring Prospectus
should accordingly be limited.
Industry and Market Data
Market and industry data used in this Draft Red Herring Prospectus has generally been obtained or derived
from industry publications and sources. These publications typically state that the information contained
therein has been obtained from sources believed to be reliable but their accuracy and completeness are not
guaranteed and their reliability cannot be assured. Accordingly, no investment decisions should be made
based on such information. Although we believe that industry data used in this Draft Red Herring
Prospectus is reliable, it has not been verified. The extent to which industry and market data used in this
Draft Red Herring Prospectus is meaningful depends on the readers familiarity with and understanding of
the methodologies used in compiling such data. Similarly, we believe that the internal company reports are
reliable. However, they have not been verified by any independent sources.
Currency and Units of Presentation
All references to Rupee or Rs. or ` are to Indian Rupees, the official currency of the Republic of India. All references to USD or US$ are to United States Dollars, the official currency of the United
States of America. In this Draft Red Herring Prospectus, our Company has presented certain numerical
information in million units. One million represents 1,000,000.
Exchange Rates
The following table sets forth, for each period indicated, information concerning the number of Rupees for
which each of the following currencies could be exchanged. The row titled average in the table below is
the average of the daily rate for each day in the period.
Fiscal Year Period End
(`) Period Average
(`) US$
2007 43.48 45.23
2008 40.12 40.26
2009 50.73 45.82
2010 44.92 47.42
April 1, 2010 to September 30, 2010 44.95 46.10
AED
2007 11.84 12.32
2008 10.92 10.96
2009 13.81 12.47
2010 12.21 12.91
April 1, 2010 to September 30, 2010 12.24 12.55
NPRs
2007 0.63 0.63
2008 0.62 0.62
2009 0.62 0.63
2010 0.63 0.63
April 1, 2010 to September 30, 2010 0.62 0.62
______ Source: Bloomberg
Unless otherwise stated, our Company has, in this Draft Red Herring Prospectus, used a conversion rate of
` 45.95 for one U.S. Dollar, ` 12.50 for one AED and ` 0.62 for one NPR being the conversion rate as on
January 31, 2011. (Source: Bloomberg)
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xii
FORWARD-LOOKING STATEMENTS
This Draft 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,
contemplate, expect, estimate, future, goal, intend, may, objective, plan, project,
seek, shall, will, will continue, will pursue, will likely result, will seek to, or other words or
phrases of similar import. Similarly, statements that describe our strategies, objectives, plans or goals are
also forward-looking statements. All forward-looking statements are subject to risks, uncertainties and
assumptions that could cause actual results to differ materially from those contemplated by the relevant
statement.
Actual results may differ materially from those suggested by the forward-looking statements due to risks or
uncertainties associated with our expectations with respect to, but not limited to regulatory changes
pertaining to the industries in India in which we have our businesses and our ability to respond to them, our
ability to successfully implement our strategy, our growth and expansion, technological changes, our
exposures to market risks, general economic and political conditions in India, 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 domestic laws, regulations and taxes
and changes in competition in our industry. Important factors that could causes actual results to differ
materially from our expectations include, but are not limited to the following:
Our ability to respond to competitive pressures from existing players and new entrants;
Our ability to establish or to maintain appropriate quality standards;
Our ability to adapt to technological changes;
Integration of acquisitions, including Piramal Diagnostics;
Our ability to successfully implement our strategy, our growth and expansion and technological changes;
Our exposure to significant liabilities on account of unfavorable judgments/decision in relation to legal proceedings involving our Company and/or our Subsidiaries, Group Companies, Directors
and our Promoters;
Our ability to obtain approvals/consents/renewals required in the ordinary course of our business;
Changes in laws, regulations and policy that apply to the Indian or global diagnostics industry, including with respect to intellectual property or environmental regulations;
Contingent liabilities that may materialize;
General economic and political conditions in India and in the world 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;
Our exposure to market risks;
The performance of the financial markets in India and globally; and
Other factors relating to the diagnostics industry in which we operate.
For a further discussion of factors that could cause our actual results to differ from our expectations, see
the sections titled Risk Factors and Management's Discussion and Analysis of financial Condition and
Results of Operations of our Company on pages xiii and 192, 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 future gains or losses could materially differ from those that have been estimated.
Neither our Company, our Directors, any member of the Syndicate nor any of their respective affiliates
have any obligation to update or otherwise revise any statements reflecting circumstances arising after the
date hereof or to reflect the occurrence of underlying events, even if the underlying assumptions do not
come to fruition. In accordance with SEBI requirements, the Book Running Lead Managers and our
Company will ensure that investors in India are informed of material developments until such time as the
listing and trading permission is granted by the Stock Exchanges.
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xiii
SECTION II RISK FACTORS
An investment in our 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.
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 trading price of
our Equity Shares could decline, and all or part of your investment may be lost. Unless otherwise stated,
we are not in a position to specify or quantify the financial or other risks mentioned herein. The numbering
of the risk factors has been done to facilitate ease of reading and reference and does not, in any manner,
indicate a ranking of risk factors or the importance of one risk factor over another.
This Draft Red Herring Prospectus contains forward-looking statements that involve risks 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
Draft Red Herring Prospectus.
In this section, unless the context otherwise requires, reference to SRL refers to Super Religare
Laboratories Limited, and reference to the Company or to we, us and our refers to Super
Religare Laboratories Limited and its Subsidiaries and joint ventures on a consolidated basis. Unless
otherwise stated or the context otherwise requires, the financial information used in this section is derived
from (i) the restated consolidated financial statements of our Company (except that for Fiscal Years 2008,
2007 and 2006, the discussion solely relates to our Company on an unconsolidated basis because we had
no interests in any subsidiary or entity with which to consolidate our results of operations); and (ii) the
restated consolidated financial statements of Piramal Diagnostics.
INTERNAL RISKS
Risks Relating to our Company
1. Currently one criminal case is pending against us under sections 406, 420, 425 and 500 of the Indian Penal Code, 1860.
A criminal case is pending against us before the Additional Chief Judicial Magistrate, Agra. Dr
Anil Bansal filed a complaint against us and others under sections 406, 420, 425 and 500 of the
Indian Penal Code, 1860, alleging that we returned samples couriered by CMCC, our authorized
collecting centre, in January, 2002, without testing the samples or assigning any reason for such
failure. Dr Bansal further alleged that he attempted to send other samples via a courier agency;
however, we allegedly instructed this courier agency not to collect the samples from the
complainant. We filed a petition dated April 17, 2006 before the Allahabad High Court, to quash
the order of the Additional Chief Judicial Magistrate dated May 12, 2003. The Allahabad High
Court, through its order dated April 20, 2006 directed that the proceedings in the Additional Chief
Judicial Magistrate, Agra be stayed. Decisions in such proceedings adverse to our interests may
have a material adverse effect on our business, financial conditions, results of operations and cash
flows. For further details, refer to the section titled Outstanding Litigation and Material
Developments on page 230.
2. Certain of our Promoters and Group Companies have not fully complied with the applicable provisions of the Takeover Code and the listing agreement of the stock exchanges.Further, one
of our Group Companies has filed an application for seeking consent under the applicable
SEBI regulations for a delay in compliance with certain provisions of the Takeover Code.
Oscar Investments Limited (OIL), one of our promoters, and Dion Global Solutions Limited
(DGSL) (then known as Fortis Financial Services Limited), one of our Group Companies, have
in the past not been compliant with certain periodic disclosure requirements of the listing
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xiv
agreement entered into with the stock exchanges (Listing Agreement). OIL did not submit
timely disclosures in relation to the requirements of clauses 35, 47, 49 and 51 of the Listing
Agreement for the period September 2006. However, appropriate information was submitted to the
stock exchanges by OIL on October 31, 2006. Furthermore, DGSL has, in the past, not been
compliant with the disclosure requirement under Clause 47(d) of the Listing Agreement. However,
DGSL has been compliant with such requirement since September, 2006.
In addition, OIL had not submitted timely disclosures required as per Regulations 6(2) and 6(4) of
the Takeover Code as on February 20, 1997 and under Regulation 8(3) of the Takeover Code for
the years 1998-2002 and 2006. However, the requisite disclosures under Regulations 6(2) and 6(4)
of the Takeover Code have been submitted to the BSE through letter(s) dated October 19, 2006.
Furthermore, the requisite disclosures under Regulation 8(3) for the years 1998-2002 and 2006
have been submitted to the BSE through a letter dated October 31, 2006.
OIL received a notice dated April 2, 2004 from the BSE in relation to non-compliance with Clause
51 of the Listing Agreement by OIL. Subsequently, pursuant to a notice dated December 23, 2004,
the BSE suspended trading in the securities of OIL with effect from December 21, 2004, until the
completion by OIL of all the formalities for revocation of the suspension. The BSE revoked the
suspension of the trading of the securities of OIL by its order dated November 16, 2006, effective
from November 22, 2006.
Furthermore, one of our Group Companies, Fortis Healthcare Holding Limited, has filed an
application (together with an affidavit dated February 2, 2011) seeking consent under the
applicable SEBI regulations for a delay in compliance with certain provisions of the Takeover
Code. For further details, see the section titled Outstanding Litigation and Material
Developments on page 230.
3. We operate in a competitive business environment, both globally and domestically. Existing and new competitors could have a material adverse impact on our net income, profitability and cash
flows.
The diagnostics services industry is highly competitive with low barriers to entry. We compete
with hospital-based laboratories, physician-office laboratories and independent clinical
laboratories such as ours. Pricing of laboratory testing services is often one of the most significant
factors used by our customers in selecting a laboratory. As a result of the diagnostics industry
receiving substantial investment, larger clinical laboratory providers are able to increase cost
efficiencies afforded by large-scale automated testing. This results in greater price competition.
We may be unable to increase cost efficiencies sufficiently, if at all, and as a result, our income
and cash flows could be negatively impacted by such price competition. Further, we also face
increased competition from small-scale and local players that may have an established local
presence, as well as international competitors that may establish their operations in India. We will
also have to compete with any new entrants in the market, including healthcare providers,
pathology and radiology laboratories, as well as facilities that offer preventive care services that
are located in the regions in which we operate or will operate in the future. We cannot assure you
that we will be able to compete successfully with such entities in the future.
Hospitals generally maintain on-site laboratories to perform testing on their patients (inpatient and
outpatient). In addition, many hospitals compete with commercial clinical laboratories for
outreach (non-hospital patients) testing. Most hospitals have admitting privileges or other
relationships with community physicians and encourage such physicians to send their outreach
testing to the hospitals laboratory. In addition, hospitals that have physician practices generally
require these physicians to refer tests to the hospitals laboratory. As a result of this affiliation
between hospitals and community physicians, we compete against hospital-affiliated laboratories
primarily based on pricing, quality and range of service. Our failure to provide a broad test menu
or service superior to hospital-affiliated laboratories and other laboratories at a competitive price
could have a material adverse effect on our business.
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xv
New or existing competitors may price their services at a significant discount to ours or offer
greater convenience or better services or amenities than we provide. An increase in the number of
comparable diagnostic laboratory facilities may exert pricing pressures on some or all of our
services. In addition, we may face changes in fee schedules, competitive bidding for laboratory
services or other actions or pressures reducing payment schedules as a result of increased or
additional competition. If we are forced to reduce the price of our services or are unable to attract
patients, physicians and other healthcare professionals to our laboratories, our business, results of
operations and cash flows may be adversely affected.
In addition, even in situations where one of our laboratories is the dominant provider of healthcare
services in a particular locality, patients may still favor other laboratories. If we fail to compete
effectively, our business, financial condition, our results of operations and cash flows could be
materially and adversely affected.
4. Failure to establish or maintain appropriate quality standards could adversely affect our results of operations and adversely impact our reputation.
The provision of clinical testing services involves certain inherent risks. The services that we
provide are intended to provide information to healthcare providers when providing patient care.
Therefore, users of our services and products may have a greater sensitivity to errors than the users
of services or products that are intended for other purposes. Physicians and hospitals generally rely
on our test results for making the correct diagnosis and consequently prescribing any future course
of action and any delays or inaccuracies in results provided by us may result in the wrong course
of action being undertaken and cause the patient undue stress and potential harm.
Negligence in performing our services can lead to injury or other adverse events. We may be sued
under physician liability or other laws for acts or omissions by our physicians, pathologists,
radiologists, laboratory personnel and other employees. Any such lawsuits could result in
significant costs as well as negative publicity that could reduce demand for our services.
In addition our quality certifications are critical to the marketing success of our services. If our
testing components fail to meet these standards or fail to adapt to evolving standards, our goodwill
will be harmed, our competitive advantage could be adversely affected, and we could lose
customers and market share.
We have received accreditations from inter alia the College of American Pathologists (CAP)
and the National Accreditation Board of India (NABL-India), two of which have expired
recently. These accreditations prescribe best practices that we must adopt and implement to
maintain such accreditations. Each of CAP and NABL-India, in particular, conduct periodic audits
of our laboratories to assess our compliance with their prescribed standards. If one or more of our
laboratories fail to comply with the prescribed practices of these organizations, we could lose one
or more of our accreditations, which may adversely affect our reputation, our ability to attract
customers and results of operation.
5. We depend on third-party manufacturers for our testing equipment and reagents and the discontinuation or recall of existing testing equipment and/or reagents could adversely affect
our business, financial condition, results of operations and cash flows.
We source our testing equipment and reagents from third party suppliers under lease agreements
and reagent supply agreements. Under both the lease and reagent supply agreements, the supplier
generally has the discretion to terminate the agreement with a months written notice in the event
of a breach of any term or condition of such agreement, including but not limited to default in
payment of the rent/lease fee. Any such termination and consequent removal of the installed
equipment can adversely affect our operations.
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In addition, manufacturers may discontinue or recall reagents, test kits, instruments or equipment
which could adversely affect our test results and credibility, costs, testing volume and income.
Furthermore, the reagent supply agreements are exclusive in nature and we are bound to purchase
all our reagents, test kits, consumables and disposables for a certain minimum value of purchase
from the suppliers with whom we have contracted or their authorized agents.
6. Failure to develop new or improved testing technologies or acquire new diagnostic imaging equipment could adversely affect our business, financial condition, results of operations and
cash flows.
The diagnostics industry is subject to changing technology, as well as the introduction of new
products. Our success in maintaining a leadership position in advanced testing technologies will
depend, in part, on our ability to develop new and improved testing technologies and products on
favorable terms.
In addition, many companies currently manufacture diagnostic imaging equipment. Competition
among manufacturers for a greater share of the diagnostic imaging equipment market may result in
technological advances in the speed and imaging capacity of new equipment. This may accelerate
the obsolescence of our equipment, and we may not have the financial ability to acquire new or
improved equipment and may not be able to maintain a competitive equipment base. We may
consequently be unable to deliver our diagnostics services in as efficient and effective a manner
that our customers may expect.
7. Our Company has incurred losses in the recent past and in case we incur losses in the future, it will have an adverse impact on our business prospects.
We have in the past, and may in the future, experience losses. For example, we incurred losses of
` 336.06 million and ` 36.48 million in Fiscal Years 2010 and 2009, respectively. Our newly
opened or managed laboratories generally have a two year gestation period, incurring losses
during the initial years of operation, unless and until there is a significant increase in test volumes.
We cannot assure you that we will attain profitability in the future. In the event we incur further
losses in the future, it will have an adverse impact on our business prospects. For further details,
see the sections titled Financial Statements and Managements Discussion and Analysis of
Financial Condition and Results of Operations of our Company on pages F-1 and 192,
respectively.
8. Technological advancement resulting in testing equipment which may be simpler to use may lead to our customers performing their own tests, which could adversely affect our business,
financial condition, results of operations and cash flows.
Advances in technology may lead to the development of more cost-effective technologies such as
point-of-care testing equipment that can be operated by physicians or other healthcare providers in
their offices or by patients themselves without requiring the services of free-standing clinical
laboratories. Development of such technology and its use by our customers could reduce the
demand for our laboratory testing services and negatively affect our income. Further,
manufacturers of laboratory equipment and test kits could seek to increase their sales by marketing
point-of-care laboratory equipment to physicians and by selling test kits approved for home use to
both physicians and patients. Increased testing by physicians in their offices and home use by
patients could affect the market for our laboratory testing services and negatively affect our
income.
9. Our Auditors, for the respective financial years, have qualified their report with respect to certain matters in the financial statements.
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Our Auditors have qualified their report on audited financial statements that did not require
adjustments in the restated unconsolidated financial statements presented herein. The
qualifications relate primarily to:
1) the instructions for the physical verification of our inventory were not adequately
document (from our audit report for Fiscal Year 2010);
2) a slight delay in payments from time-to-time in payments, in a few cases, relating to the
payment of statutory dues including provident fund, investor education and protection
fund, employees' state insurance, income tax, wealth tax, service tax and customes duty.
(from our audit reports for Fiscal Years 2010, 2009, 2008, 2007 and 2006);
3) we borrowed ` 469.48 million on a short-term basis to purchase fixed assets with a useful
life of five years, and consequently the term over which we were obliged to repay the
loan was significantly shorter than the expected revenue generating life of the asset we
purchased with those funds (from our audit report for Fiscal Year 2010);
4) cash losses (from our audit report for Fiscal Year 2010);
5) accumulated losses at the end of financial year being more than fifty per cent of its net
worth (from our audit report for Fiscal Year 2006); and
6) a term loan was not applied for the purpose for which it was obtained (from audit report
for Fiscal Year 2006).
For further details, see "Financial Statements - Annexure IV: Notes to the restated unconsolidated
summary statements of assets and liabilities, profits and losses and cash flows for the six months
ended September 30, 2010 and years ended March 31, 2010, 2009, 2008, 2007 and 2006" on page
F-12.
10. Our efforts to develop and improve commercially viable medical diagnostic tests may not succeed.
Our research and development division intends to commit substantial efforts and other resources
to identify new business areas, expanding our existing test menu and developing new tests and
assays. There is no assurance that our efforts to develop these tests will be commercially
successful.
Even if we successfully innovate and develop new tests or enhancements or new generations of
our existing tests, they may be quickly rendered obsolete by newer tests and changing customer
preferences or industry standards. Innovations may not be accepted quickly in the marketplace
because of, among other things, entrenched patterns of clinical practice, lack of understanding
among physicians and health care providers or uncertainty over third party reimbursement. We
cannot ascertain when or whether any of our diagnostic tests under development will be launched,
whether we will be able to develop, license or otherwise acquire tests, or whether any diagnostic
tests will be commercially successful. Failure to launch successful new tests or new indications
for existing tests may cause our tests to become obsolete. While the new tests and processes
implemented by us seek to address these challenges, in light of the pace of developments in the
diagnostics industr