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DRAFT RED HERRING PROSPECTUS
Dated April 4, 2018
(The Draft Red Herring Prospectus will be updated upon filing with the RoC)
Please read Section 32 of the Companies Act, 2013
Book Built Offer
CRYSTAL CROP PROTECTION LIMITED
Our Company was incorporated as Jai Bharat Crop Chemical Private Limited on July 13, 1994 at New Delhi as a private limited company under the Companies Act, 1956. Pursuant to a special resolution passed by our Shareholders
on September 30, 2010, the name of our Company was changed to Crystal Crop Protection Private Limited and the Registrar of Companies, National Capital Territory (NCT) of Delhi and Haryana situated at New Delhi, issued
a fresh certificate of incorporation on November 4, 2010. Our Company was converted to a public company pursuant to a special resolution passed by our Shareholders on December 13, 2017 and consequently, the name of our Company was changed to Crystal Crop Protection Limited. A fresh certificate of incorporation pursuant to the change of name of our Company from Crystal Crop Protection Private Limited to Crystal Crop Protection Limited was
issued by the Registrar of Companies, Gujarat situated at Ahmedabad (the RoC) on January 3, 2018. For further details of changes in the name and registered office of our Company, see History and Certain Corporate Matters
on page 158.
Registered Office: 206, 2nd
Floor, Span Trade Centre, Opp. Kochrab Gandhi Ashram, Near Paldi Char Rasta Ashram Road, Ellisbridge, Ahmedabad 380 006
Tel: +91 79 2657 8923; Fax: +91 79 2657 8923 Corporate Office: B-95, Wazirpur Industrial Area, New Delhi 110 052
Tel: +91 11 2700 6800; Fax: +91 11 2711 8885
E-mail: [email protected]; Website: www.crystalcropprotection.com
Contact Person: Dinesh Kumar Gupta, Company Secretary & Head Legal and Compliance Officer Corporate Identity Number: U01403GJ1994PLC097033
OUR PROMOTERS: NAND KISHORE AGGARWAL, ANKUR AGGARWAL, KANAK AGGARWAL, KOMAL AGGARWAL, AND NAND KISHORE AGGARWAL HUF
INITIAL PUBLIC OFFERING OF UP TO [] EQUITY SHARES OF FACE VALUE OF 10 EACH (EQUITY SHARES) OF CRYSTAL CROP PROTECTION LIMITED (OUR COMPANY OR THE ISSUER)
FOR CASH AT A PRICE OF [] PER EQUITY SHARE (THE OFFER PRICE) AGGREGATING UP TO 10,000.00 MILLION, COMPRISING A FRESH ISSUE OF UP TO [] EQUITY SHARES AGGREGATING UP TO 5,450.00 MILLION (FRESH ISSUE) AND AN OFFER FOR SALE OF UP TO [] EQUITY SHARES AGGREGATING UP TO 4,550.00 MILLION, COMPRISING AN OFFER FOR
SALE OF UP TO [] EQUITY SHARES BY KANAK AGGARWAL, UP TO [] EQUITY SHARES BY KOMAL AGGARWAL, UP TO [] EQUITY SHARES BY NAND KISHORE AGGARWAL, UP TO [] EQUITY
SHARES BY ANKUR AGGARWAL (KANAK AGGARWAL, KOMAL AGGARWAL, NAND KISHORE AGGARWAL AND ANKUR AGGARWAL COLLECTIVELY, THE PROMOTER SELLING
SHAREHOLDERS) AND UP TO [] EQUITY SHARES BY EVERSTONE CAPITAL PARTNERS II LLC (EVERSTONE OR THE INVESTOR SELLING SHAREHOLDER) (THE PROMOTER SELLING
SHAREHOLDERS AND EVERSTONE COLLECTIVELY, THE SELLING SHAREHOLDERS), (THE OFFER FOR SALE AND TOGETHER WITH THE FRESH ISSUE, THE OFFER). THE OFFER WILL
CONSTITUTE UP TO []% OF OUR POST-OFFER PAID-UP EQUITY SHARE CAPITAL.
THE FACE VALUE OF EACH EQUITY SHARE IS 10 EACH. THE OFFER PRICE IS [] TIMES THE FACE VALUE OF THE EQUITY SHARES. THE PRICE BAND AND THE MINIMUM BID LOT WILL BE
DECIDED BY OUR COMPANY AND THE INVESTOR SELLING SHAREHOLDER IN CONSULTATION WITH THE GCBRLMS AND CO-BRLM AND WILL BE ADVERTISED IN [] EDITIONS OF [] (A
WIDELY CIRCULATED ENGLISH NATIONAL DAILY NEWSPAPER), [] EDITIONS OF [] (A WIDELY CIRCULATED HINDI NATIONAL DAILY NEWSPAPER) AND [] EDITION OF [] (A WIDELY
CIRCULATED GUJARATI DAILY NEWSPAPER, GUJARATI BEING THE REGIONAL LANGUAGE OF GUJARAT, WHERE OUR REGISTERED OFFICE IS LOCATED) AT LEAST FIVE WORKING DAYS
PRIOR TO THE BID/OFFER OPENING DATE AND SHALL BE MADE AVAILABLE TO BSE LIMITED (BSE) AND NATIONAL STOCK EXCHANGE OF INDIA LIMITED (NSE, AND TOGETHER WITH
BSE, THE STOCK EXCHANGES) FOR UPLOADING ON THEIR RESPECTIVE WEBSITES.
In case of any revision to 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 total 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
GCBRLMs, the Co-BRLM and at the terminals of the other members of the Syndicate and by intimation to the Designated Intermediaries (as defined below).
In terms of Rule 19(2)(b) of the SCRR and in accordance with Regulation 26(1) of the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2009, as amended (the SEBI ICDR
Regulations), this Offer is being made through the Book Building Process, wherein not more than 50% of the Offer shall be available for allocation on a proportionate basis to Qualified Institutional Buyers (QIBs) (the QIB Portion), provided that our Company and the Investor Selling Shareholder in consultation with the GCBRLMs and the Co-BRLM may allocate up to 60% of the QIB Portion to Anchor Investors on a discretionary basis (Anchor
Investor Portion). One-third of the Anchor Investor Portion shall be reserved for domestic Mutual Funds, subject to valid Bids being received from the domestic Mutual Funds at or above the Anchor Investor Allocation Price.
5% of the QIB Portion (excluding the Anchor Investor Portion) shall be available for allocation on a proportionate basis to Mutual Funds only, and the remainder of the QIB Portion shall be available for allocation on a proportionate
basis to all QIB Bidders (other than Anchor Investors), including Mutual Funds, subject to valid Bids being received at or above the Offer Price. Further, not less than 15% of the Offer shall be available for allocation on a proportionate basis to Non-Institutional Bidders and not less than 35% of the Offer shall be available for allocation to Retail Individual Bidders in accordance with the SEBI ICDR Regulations subject to valid Bids being received
at or above the Offer Price. All potential Bidders, other than Anchor Investors, are mandatorily required to participate in the Offer through an Application Supported by Blocked Amount (ASBA) process by providing details of
their respective bank account which will be blocked by the Self Certified Syndicate Banks (SCSBs). Anchor Investors are not permitted to participate in the Anchor Investor Portion through the ASBA Process. For details, see Offer Procedure on page 446.
RISK IN RELATION TO THE FIRST OFFER
This being the first public issue of our Company, there has been no formal market for the Equity Shares of our Company. The face value of the Equity Shares is 10 and 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 and the Investor Selling Shareholder in consultation with the GCBRLMs and the Co-BRLM as stated under Basis for Offer Price on page 111) 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 RISKS
Investments in equity and equity-related securities involve a degree of risk and investors should not invest any funds in the Offer unless they can afford to take the risk of losing their entire investment. Investors are advised to read
the risk factors carefully before taking an investment decision in the Offer. For taking an investment decision, investors must rely on their own examination of our Company and the Offer, including the risks involved. The Equity Shares 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 contents of this Draft Red Herring Prospectus.
Specific attention of the investors is invited to Risk Factors on page 18.
ISSUERS AND SELLING SHAREHOLDERS 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 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, each of the Selling Shareholders, severally and not jointly, accepts responsibility for and confirms only statements specifically confirmed or undertaken by such Selling Shareholder in this Draft Red Herring
Prospectus to the extent that the statements specifically pertain to itself and the Equity Shares offered by it in the Offer for Sale, and confirms that such statements are true and correct in all material respects and are not misleading in any material respect. However, each Selling Shareholder does not assume any responsibility for any other statement, including any statements made by or in relation to our Company or the other Selling Shareholders in this
Draft Red Herring Prospectus.
LISTING
The Equity Shares offered through the Red Herring Prospectus are proposed to be listed on the BSE and the NSE. Our Company has received an in-principle approval from the BSE and the NSE for the listing of the Equity Shares pursuant to letters dated [] and [], respectively. For the purposes of the Offer, the Designated Stock Exchange shall be []. A copy of the Red Herring Prospectus and the Prospectus shall be delivered for registration to
the RoC in accordance with Section 26(4) of the Companies Act, 2013. For details of the material contracts and documents available for inspection from the date of the Red Herring Prospectus up to the Bid/ Offer Closing Date,
see Material Contracts and Documents for Inspection on page 505.
GCBRLMS CO-BRLM REGISTRAR TO THE OFFER
ICICI Securities Limited
ICICI Centre, H.T. Parekh Marg
Churchgate, Mumbai 400 020
Maharashtra, India
Telephone: +91 22 2288 2460
Facsimile: +91 22 2282 6580
E-mail: [email protected]
Investor grievance e-mail: [email protected]
Website: www.icicisecurities.com
Contact Person: Suyash Jain/ Nidhi
Wangnoo
SEBI Registration No.: INM000011179
Axis Capital Limited
1st Floor, Axis House
C-2, Wadia International Centre
P.B. Marg, Worli
Mumbai 400 025
Tel: +91 22 4325 2183
Fax : +91 22 4325 3000
E-mail: [email protected] Investor grievance e-mail:
Website: www.axiscapital.co.in
Contact person: Simran Gadh
SEBI Registration No.:
INM000012029
HSBC Securities and Capital
Markets (India) Private Limited
52/60, Mahatma Gandhi Road
Fort, Mumbai 400 001
Tel: +91 22 2268 5555
Fax: +91 22 6653 6207
E-mail: [email protected]
Investor grievance e-mail: [email protected]
Website:www.hsbc.co.in/1/2/corporate/
equitiesglobalinvestmentbanking
Contact Person: Ramakrishna Chappidi
SEBI Registration No.:
INM000010353
Nomura Financial Advisory and
Securities (India) Private Limited
Ceejay House, Level 11, Plot F
Shivsagar Estate
Dr Annie Besant Marg, Worli
Mumbai 400 018
Tel: +91 22 4037 4037
Fax: +91 22 4037 4111 E-mail: [email protected]
Investor grievance e-mail:
Website:www.nomuraholdings.com/com
pany/group/asia/india/index.html
Contact Person: Manish Agarwal/
Sandeep Baid
SEBI Registration No.: INM000011419
SMC Capitals Limited
A-401/402, Lotus Corporate Park
Off Western Express Highway
Goregaon ( East)
Mumbai 400 063
Tel: +91 22 6648 1818
Fax: +91 22 6734 1697
E-mail: [email protected]
Investor grievance e-mail:
Website: www.smccapitals.com
Contact Person: Satish Mangutkar/
Bhavin Shah
SEBI Registration No.
MB/INM000011427
Link Intime India Private Limited
C-101, 1st Floor, 247 Park
Lal Bahadur Shastri Marg
Vikhroli (West)
Mumbai 400 083
Tel: +91 22 4918 6200
Fax: +91 22 4918 6195
E-mail: [email protected] Investor grievance e-mail:
Website: www.linkintime.co.in
Contact Person: Shanti Gopalkrishnan
SEBI Registration No.: INR000004058
BID/OFFER PROGRAMME
BID/OFFER OPENS ON []*
BID/OFFER CLOSES ON []**
* Our Company and the Investor Selling Shareholder may, in consultation with the GCBRLMs and the Co-BRLM, consider participation by Anchor Investors in accordance with the SEBI ICDR Regulations. The Anchor Investor Bid/Offer Period
shall be one Working Day prior to the Bid/Offer Opening Date.
** Our Company and the Investor Selling Shareholder may, in consultation with the GCBRLMs and the Co-BRLM, consider closing the Bid/Offer Period for QIBs one Working Day prior to the Bid/Offer Closing Date in accordance with the SEBI
ICDR Regulations.
[THIS PAGE HAS INTENTIONALLY BEEN LEFT BLANK]
(i)
TABLE OF CONTENTS
SECTION I: GENERAL ........................................................................................................................................................... 1
DEFINITIONS AND ABBREVIATIONS ............................................................................................................................. 1 PRESENTATION OF FINANCIAL, INDUSTRY AND MARKET DATA ....................................................................... 14 FORWARD-LOOKING STATEMENTS ............................................................................................................................ 16
SECTION II: RISK FACTORS ............................................................................................................................................. 18
SECTION III: INTRODUCTION.......................................................................................................................................... 45
SUMMARY OF INDUSTRY .............................................................................................................................................. 45 SUMMARY OF OUR BUSINESS ....................................................................................................................................... 53 SUMMARY OF FINANCIAL INFORMATION................................................................................................................. 59 THE OFFER ......................................................................................................................................................................... 70 GENERAL INFORMATION ............................................................................................................................................... 72 CAPITAL STRUCTURE ..................................................................................................................................................... 81 OBJECTS OF THE OFFER ............................................................................................................................................... 103 BASIS FOR OFFER PRICE ............................................................................................................................................... 111 STATEMENT OF TAX BENEFITS .................................................................................................................................. 114
SECTION IV: ABOUT OUR COMPANY .......................................................................................................................... 119
INDUSTRY OVERVIEW .................................................................................................................................................. 119 OUR BUSINESS ................................................................................................................................................................ 137 REGULATIONS AND POLICIES .................................................................................................................................... 153 HISTORY AND CERTAIN CORPORATE MATTERS ................................................................................................... 158 OUR SUBSIDIARIES AND PARTNERSHIP FIRM ........................................................................................................ 166 OUR MANAGEMENT ...................................................................................................................................................... 169 OUR PROMOTERS AND PROMOTER GROUP ............................................................................................................. 189 OUR GROUP COMPANIES ............................................................................................................................................. 194 DIVIDEND POLICY ......................................................................................................................................................... 199 RELATED PARTY TRANSACTIONS ............................................................................................................................. 200
SECTION V: FINANCIAL INFORMATION .................................................................................................................... 201
RESTATED FINANCIAL STATEMENTS ....................................................................................................................... 201 FINANCIAL INDEBTEDNESS ........................................................................................................................................ 381 MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
............................................................................................................................................................................................ 383
SECTION VI: LEGAL AND OTHER INFORMATION .................................................................................................. 411
OUTSTANDING LITIGATION AND OTHER MATERIAL DEVELOPMENTS ........................................................... 411 GOVERNMENT AND OTHER APPROVALS................................................................................................................. 421 OTHER REGULATORY AND STATUTORY DISCLOSURES...................................................................................... 424
SECTION VII: OFFER INFORMATION .......................................................................................................................... 440
TERMS OF THE OFFER ................................................................................................................................................... 440 OFFER STRUCTURE ....................................................................................................................................................... 444 OFFER PROCEDURE ....................................................................................................................................................... 446 RESTRICTIONS ON FOREIGN OWNERSHIP OF INDIAN SECURITIES ................................................................... 484
SECTION VIII: MAIN PROVISIONS OF ARTICLES OF ASSOCIATION ................................................................. 485
SECTION IX: OTHER INFORMATION ........................................................................................................................... 505
MATERIAL CONTRACTS AND DOCUMENTS FOR INSPECTION ........................................................................... 505 DECLARATION ............................................................................................................................................................... 507
1
SECTION I: GENERAL
DEFINITIONS AND ABBREVIATIONS
This Draft Red Herring Prospectus uses certain definitions and abbreviations which, unless the context otherwise indicates or
implies, shall have the meaning as provided below. References to any legislation, act, regulation, rules, guidelines or policies
shall be to such legislation, act or regulation, as amended from time to time.
The words and expressions used in this Draft Red Herring Prospectus but not defined herein, shall have, to the extent
applicable, the meanings ascribed to such terms under the Companies Act, the SEBI ICDR Regulations, the SCRA, the
Depositories Act or the rules and regulations made thereunder.
Notwithstanding the foregoing, terms used in Statement of Tax Benefits, Regulations and Policies, Restated Financial
Statements, Main Provisions of Articles of Association, Outstanding Litigation and Other Material Developments, and
Offer Procedure Part B on pages 114, 153, 201, 485, 411 and 455, respectively, shall have the meaning ascribed to such
terms in such sections.
General Terms
Term Description
our Company, the Company or
the Issuer
Crystal Crop Protection Limited, a company incorporated under the Companies Act,
1956 and having its registered office at 206, 2nd Floor, Span Trade Centre, Opp. Kochrab
Gandhi Ashram, Near Paldi Char Rasta Ashram Road, Ellisbridge, Ahmedabad 380 006
we, us or our Unless the context otherwise indicates or implies, our Company, together with its
Subsidiaries and Modern Papers, on a consolidated basis
Company Related Terms
Term Description
Articles of Association or AoA Articles of association of our Company, as amended
Audit Committee The audit committee of our Company, constituted in accordance with the applicable
provisions of the Companies Act, 2013 and the SEBI Listing Regulations, as described
in Our Management from pages 177 to 179
Auditors/Statutory Auditors Statutory auditors of our Company, namely, B S R & Co. LLP, Chartered Accountants
Board/Board of Directors Board of directors of our Company or a duly constituted committee thereof
Chief Financial Officer/ CFO Chief financial officer of our Company
Company Secretary Company secretary of our Company
Compliance Officer Compliance officer of our Company appointed in accordance with the requirements of
the SEBI ICDR Regulations
Corporate Office The corporate office of our Company located at B-95, Wazirpur Industrial Area, New
Delhi 110 052
Corporate Social Responsibility
Committee
The corporate social responsibility committee of our Company, constituted in
accordance with the applicable provisions of the Companies Act, 2013, as disclosed in
Our Management from pages 180 to 181
Cytec India Cytec India Specialty Chemicals & Materials Private Limited
Devgen N.V. Devgen N.V., Belgium
Devgen Seeds Devgen Seeds and Crop Technology Private Limited
Director(s) Director(s) on the Board of our Company
Equity Shares Equity shares of our Company of face value of 10 each
Everstone Everstone Capital Partners II LLC
Executive Directors Executive directors of our Company
Group Companies Companies which are covered under the applicable accounting standards and other
companies as considered material by our Board, if any, in accordance with the
Materiality Policy. For details, see Our Group Companies on page 194
Independent Directors Independent directors of our Company
IPO Committee The committee of the Board of Directors as described in Our Management from pages
181 to 183
2
Term Description
KMP/ Key Management Personnel Key management personnel of our Company in terms of Regulation 2(1)(s) of the SEBI
ICDR Regulations and Section 2(51) of the Companies Act, 2013 and as disclosed in
Our Management Key Management Personnel from pages 185 to 188
Krishi Anusandhan Krishi Anusandhan & Kisan Vikas Foundation
Materiality Policy The policy adopted by our Board pursuant to its resolution dated March 13, 2018 for
identification of Group Companies, outstanding material litigation and outstanding dues
to creditors in respect of our Company, pursuant to the requirements of the SEBI ICDR
Regulations
Memorandum of Association or
MoA
Memorandum of association of our Company, as amended
Modern Papers The partnership firm carrying on its business under the name and style of Modern
Papers at SIDCO Industrial Complex, Bari Brahmana, Jammu and B-95, Wazirpur
Industrial Area, New Delhi 110 052, constituted pursuant to the deed of partnership dated
August 6, 2008, as amended, and whose partners are our Company and certain of our
Promoters, namely, Komal Aggarwal and Ankur Aggarwal. For details, see Our
Subsidiaries and Partnership Firm on page 168
Nomination and Remuneration
Committee
The nomination and remuneration committee of our Company, constituted in accordance
with the applicable provisions of the Companies Act, 2013 and the SEBI Listing
Regulations, as disclosed in Our Management on page 179
NCSPL Nexus Crop Science Private Limited
Non-executive Directors Non-executive directors of our Company
Promoter Group The persons and entities constituting the promoter group of our Company in terms of
Regulation 2(1)(zb) of the SEBI ICDR Regulations. For details, see Our Promoters and
Promoter Group on page 189
Promoters The promoters of our Company namely, Nand Kishore Aggarwal, Ankur Aggarwal,
Kanak Aggarwal, Komal Aggarwal and Nand Kishore Aggarwal HUF. For details, see
Our Promoters and Promoter Group on page 189
Quay Quay Intech Private Limited
RCSPL Redson Crop Science Private Limited
Rohini Bioseeds and Agritech Rohini Bioseeds and Agritech Private Limited
Rohini Seeds Rohini Seeds Private Limited
Registered Office The registered office of our Company located at 206, 2nd Floor, Span Trade Centre, Opp.
Kochrab Gandhi Ashram, Near Paldi Char Rasta Ashram Road, Ellisbridge, Ahmedabad
380 006
Registrar of Companies/RoC Registrar of Companies, Gujarat situated at Ahmedabad
Restated Financial Statements Collectively, the Restated Consolidated Financial Statements and Restated Standalone
Financial Statements
Restated Consolidated Financial
Statements
The restated consolidated financial information of our Company, which comprises the
restated consolidated statement of assets and liabilities, the restated consolidated
statement of profit and loss, the restated consolidated statement of cash flows and the
restated consolidated statement of changes in equity as at and for nine months ended
December 31, 2017 and the financial years ended March 31, 2017, March 31, 2016,
March 31, 2015, March 31, 2014 and March 31, 2013, together with the annexures and
the notes thereto, which have been prepared in accordance with the Companies Act and
restated in accordance with the SEBI ICDR Regulations.
Restated Standalone Financial
Statements
The restated standalone financial information of our Company, which comprises the
Restated standalone statement of assets and liabilities, the restated standalone statement
of profit and loss, the restated standalone statement of cash flows and the restated
standalone statement of changes in equity as at and for nine months ended December 31,
2017 and the financial years ended March 31, 2017, March 31, 2016, March 31, 2015,
March 31, 2014 and March 31, 2013, together with the annexures and the notes thereto,
which have been prepared in accordance with the Companies Act and restated in
accordance with the SEBI ICDR Regulations.
SCSPL Saffire Crop Science Private Limited
Shareholders The holders of the equity shares of our Company from time to time
3
Term Description
SHA Shareholders agreement dated December 19, 2011 entered into among our Company,
Everstone, Kanak Aggarwal, Nand Kishore Aggarwal, Ankur Aggarwal, Nand Kishore
Aggarwal, Karta, Nand Kishore (HUF), Aviral Chemicals Private Limited, Jai Shree
Crop Science Private Limited and Komal Aggarwal, as amended by amendment
agreement dated October 24, 2016. For details, see History and Certain Corporate
Matters Summary of Key Agreements on page 164
SSA Share subscription agreement dated November 2, 2011 entered into among our
Company, Everstone, Kanak Aggarwal, Nand Kishore Aggarwal, Ankur Aggarwal,
Nand Kishore Aggarwal, Karta, Nand Kishore (HUF), Aviral Chemicals Private
Limited, Jai Shree Crop Science Private Limited and Komal Aggarwal. For details, see
History and Certain Corporate Matters Summary of Key Agreements on page 164
Stakeholders Relationship
Committee
The stakeholders relationship committee of our Company, constituted in accordance
with the applicable provisions of the Companies Act, 2013 and the SEBI Listing
Regulations, as described in Our Management on pages 179 to 180
Subsidiaries Subsidiaries of our Company, namely, Nexus Crop Science Private Limited, Lotus
Global Pte. Ltd., Crystal Crop Protection South Africa (Pty) Ltd and Crystal Crop
Protection (Australia) Pty Ltd.
For details, see Our Subsidiaries and Partnership Firm beginning on page 166
Sumathi Seeds Sumathi Seeds Private Limited
Syngenta India Syngenta India Limited
Offer Related Terms
Term Description
Acknowledgement Slip The slip or document issued by a Designated Intermediary to a Bidder as proof of
registration of the Bid cum Application Form
Allot/Allotment/Allotted Unless the context otherwise requires, allotment of Equity Shares pursuant to the Fresh
Issue and transfer of Equity Shares pursuant to the Offer for Sale to the successful
Bidders
Allotment Advice Note or advice or intimation of Allotment sent to the Bidders who have been or are to
be Allotted the Equity Shares after the Basis of Allotment has been approved by the
Designated Stock Exchange
Allottee A successful Bidder to whom the Equity Shares are Allotted
Anchor Investor A Qualified Institutional Buyer, applying under the Anchor Investor Portion in
accordance with the requirements specified in the SEBI ICDR Regulations and the Red
Herring Prospectus
Anchor Investor Allocation Price The price at which Equity Shares will be allocated to Anchor Investors in terms of the
Red Herring Prospectus and the Prospectus, which will be decided by our Company and
the Investor Selling Shareholder, in consultation with the GCBRLMs and the Co-BRLM
Anchor Investor Application Form The form used by an Anchor Investor to make a Bid in the Anchor Investor Portion and
which will be considered as an application for Allotment in terms of the Red Herring
Prospectus and Prospectus
Anchor Investor Bid/Offer Period The day, being one Working Day prior to the Bid/Offer Opening Date, on which Bids
by Anchor Investors shall be submitted and allocation to Anchor Investors shall be
completed
Anchor Investor Escrow Account Account opened with the Escrow Collection Bank and in whose favour the Anchor
Investors will transfer money through NACH/direct credit/NEFT/RTGS in respect of
the Bid Amount when submitting a Bid
Anchor Investor Offer Price Final price at which the Equity Shares will be Allotted to Anchor Investors in terms of
the Red Herring Prospectus and the Prospectus, which price will be equal to or higher
than the Offer Price but not higher than the Cap Price.
The Anchor Investor Offer Price will be decided by our Company and the Investor
Selling Shareholder, in consultation with the GCBRLMs and the Co-BRLM
Anchor Investor Pay-in Date With respect to Anchor Investor(s), it shall be the Anchor Investor Bid/Offer Period,
and in the event the Anchor Investor Allocation Price is lower than the Offer Price, not
later than two Working Days after the Bid Offer Closing Date
4
Term Description
Anchor Investor Portion Up to 60% of the QIB Portion which may be allocated by our Company and the Investor
Selling Shareholder in consultation with the GCBRLMs and the Co-BRLM, to Anchor
Investors on a discretionary basis.
One-third of the Anchor Investor Portion shall be reserved for domestic Mutual Funds,
subject to valid Bids being received from domestic Mutual Funds at or above the Anchor
Investor Allocation Price
Application Supported by Blocked
Amount or ASBA
An application, whether physical or electronic, used by ASBA Bidders to make a Bid
and authorize an SCSB to block the Bid Amount in the ASBA Account
ASBA Account A bank account maintained with an SCSB and specified in the ASBA Form submitted
by ASBA Bidders for blocking the Bid Amount mentioned in the ASBA Form
ASBA Bid A Bid made by an ASBA Bidder
ASBA Bidders All Bidders except Anchor Investors
ASBA Form An application form, whether physical or electronic, used by ASBA Bidders which will
be considered as the application for Allotment in terms of the Red Herring Prospectus
and the Prospectus
Axis Capital Axis Capital Limited
Banker(s) to the Offer/Escrow
Collection Bank(s)
Banks which are clearing members and registered with SEBI as bankers to an issue and
with whom the Escrow Accounts will be opened, in this case being []
Basis of Allotment Basis on which Equity Shares will be Allotted to successful Bidders under the Offer and
which is described in Offer Procedure on page 446
Bid An indication to make an offer during the Bid/Offer Period by an ASBA Bidder pursuant
to submission of the ASBA Form, or during the Anchor Investor Bid/Offer Period by
an Anchor Investor pursuant to submission of the Anchor Investor Application Form,
to subscribe to or purchase the Equity Shares of our Company at a price within the Price
Band, including all revisions and modifications thereto as permitted under the SEBI
ICDR Regulations and in terms of the Red Herring Prospectus and the Bid cum
Application Form.
The term Bidding shall be construed accordingly
Bid Amount The highest value of optional Bids indicated in the Bid cum Application Form and
payable by the Bidder or blocked in the ASBA Account of the Bidder, as the case may
be, upon submission of the Bid
Bid cum Application Form The Anchor Investor Application Form or the ASBA Form, as the context requires
Bid Lot [] Equity Shares in the multiples of [] Equity Shares
Bid/Offer Closing Date Except in relation to any Bids received from the Anchor Investors, the date after which
the Designated Intermediaries will not accept any Bids, being [].
Our Company and the Investor Selling Shareholder may, in consultation with the
GCBRLMs and the Co-BRLM, consider closing the Bid/Offer Period for the QIB
Category one Working Day prior to the Bid/Offer Closing Date in accordance with the
SEBI ICDR Regulations
Bid/Offer Opening Date Except in relation to any Bids received from the Anchor Investors, the date on which
the Designated Intermediaries shall start accepting Bids, being []
Bid/Offer Period Except in relation to Anchor Investors, the period between the Bid/Offer Opening Date
and the Bid/Offer Closing Date, inclusive of both days, during which prospective
Bidders can submit their Bids, including any revisions thereof
Bidder Any prospective investor 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 Anchor Investor
Bidding Centers Centers at which at the Designated Intermediaries shall accept the ASBA Forms, i.e,
Designated 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 process, as provided in Schedule XI of the SEBI ICDR Regulations, in
terms of which the Offer is being made
Broker Centres Broker centres notified by the Stock Exchanges where Bidders can submit the ASBA
Forms to a Registered Broker.
5
Term Description
The details of such Broker Centres, along with the names and contact details of the
Registered Broker are available on the respective websites of the Stock Exchanges
(www.bseindia.com and www.nseindia.com)
CAN/Confirmation of Allocation
Note
Notice or intimation of allocation of the Equity Shares sent to Anchor Investors, who
have been allocated the Equity Shares, after the Anchor Investor Bid/Offer Period
Cap Price The higher end of the Price Band, above which the Offer Price and the Anchor Investor
Offer Price will not be finalised and above which no Bids will be accepted
Cash Escrow Agreement The agreement to be entered into by our Company, the Selling Shareholders, the
Registrar to the Offer, the GCBRLMs, the Co-BRLM, the Syndicate Members, the
Escrow Collection Bank(s) and the Refund Bank(s) for collection of the Bid Amounts
from Anchor Investors, transfer of funds to the Public Offer Account and where
applicable, refunds of the amounts collected from Anchor Investors, on the terms and
conditions thereof
Client ID Client identification number maintained with one of the Depositories in relation to
demat account
Collecting Depository Participant
or CDP
A depository participant as defined under the Depositories Act, 1996, registered with
SEBI and who is eligible to procure Bids at the Designated CDP Locations in terms of
circular no. CIR/CFD/POLICYCELL/11/2015 dated November 10, 2015 issued by
SEBI
Co-BRLM The co-book running lead manager to the Offer, namely, SMC Capitals Limited
Cut-off Price Offer Price, finalised by our Company and the Investor Selling Shareholder, in
consultation with the GCBRLMs and the Co-BRLM, which shall be any price within
the Price Band.
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
Designated CDP Locations Such locations of the CDPs where Bidders can submit the ASBA Forms.
The details of such Designated CDP Locations, along with names and contact details of
the Collecting Depository Participants eligible to accept ASBA Forms are available on
the respective websites of the Stock Exchanges (www.bseindia.com and
www.nseindia.com)
Demographic Details Details of the Bidders including the Bidders address, name of the Bidders
father/husband, investor status, occupation and bank account details
Designated Date The date on which funds are transferred from the Anchor Investor Escrow Account and
the instructions are given to the SCSBs to unblock the ASBA Accounts and transfer the
amounts blocked by the SCSBs from the ASBA Accounts, as the case may be, to the
Public Offer Account or the Refund Account, as appropriate, in terms of the Red Herring
Prospectus and the aforesaid transfer and instructions shall be issued only after
finalisation of Basis of Allotment in consultation with the Designated Stock Exchange
Designated Intermediaries Syndicate, sub-syndicate/agents, SCSBs, Registered Brokers, CDPs and RTAs, who are
authorized to collect ASBA Forms from the ASBA Bidders, in relation to the Offer
Designated RTA Locations Such locations of the RTAs where Bidders can submit the ASBA Forms to RTAs.
The details of such Designated RTA Locations, along with names and contact details of
the RTAs eligible to accept ASBA Forms are available on the respective websites of the
Stock Exchanges (www.bseindia.com and www.nseindia.com)
Designated Branches Such branches of the SCSBs which shall collect the ASBA Forms, a list of which is
available on the website of SEBI at
http://www.sebi.gov.in/sebiweb/other/OtherAction.do?doRecognised=yes
Intermediaries or at such other website as may be prescribed by SEBI from time to time
Designated Stock Exchange []
Draft Red Herring Prospectus or
DRHP
This Draft Red Herring Prospectus dated April 4, 2018, 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 FPI(s) FPIs from such jurisdictions outside India where it is not unlawful to make an offer /
invitation under the Offer and in relation to whom this Draft Red Herring Prospectus
constitutes an invitation to purchase the Equity Shares offered thereby
http://www.bseindia/
6
Term Description
Eligible NRI(s) NRI(s) from jurisdictions outside India where it is not unlawful to make an offer or
invitation under the Offer and in relation to whom the ASBA Form and the Red Herring
Prospectus will constitute an invitation to subscribe to or to purchase the Equity Shares
Escrow Account No-lien and non-interest bearing account opened with the Escrow Collection Bank(s)
and in whose favour the Bidders (excluding the ASBA Bidders) will transfer money
through direct credit/NEFT/RTGS/NACH in respect of the Bid Amount when
submitting a Bid
First 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, subject to any revision thereto, at or above which the
Offer Price and the Anchor Investor Offer Price will be finalised and below which no
Bids will be accepted
Fresh Issue The fresh issue of up to [] Equity Shares aggregating up to 5,450.00 million by our
Company
Global Co-ordinators and Book
Running Lead Managers or
GCBRLMs
The global co-ordinators and book running lead managers to the Offer, namely, ICICI
Securities Limited, Axis Capital Limited, HSBC Securities and Capital Markets (India)
Private Limited and Nomura Financial Advisory and Securities (India) Private Limited
General Information
Document/GID
The General Information Document prepared and issued in accordance with the circular
(CIR/CFD/DIL/12/2013) dated October 23, 2013 notified by SEBI, suitably modified
pursuant to the circulars (CIR/CFD/POLICYCELL/III/2015) dated November 10, 2015
and SEBI/HO/CFD/DIL/CIR/P/2016/26) dated January 21, 2016 and included in Offer
Procedure on page 446
HSBC HSBC Securities and Capital Markets (India) Private Limited
ICICI Securities ICICI Securities Limited
Investor Selling Shareholder Everstone
Maximum RIB Allottees Maximum number of RIBs who can be allotted the minimum Bid Lot. This is computed
by dividing the total number of Equity Shares available for Allotment to RIBs by the
minimum Bid Lot, subject to valid Bids being received at or above the Offer Price
Monitoring Agency []
Mutual Fund Portion 5% of the QIB Portion (excluding the Anchor Investor Portion), or [] Equity Shares
which shall be available for allocation to Mutual Funds only
Mutual Funds Mutual funds registered with SEBI under the Securities and Exchange Board of India
(Mutual Funds) Regulations, 1996
Net Proceeds Proceeds of the Fresh Issue less our Companys 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 103
Net QIB Portion The portion of the QIB Portion less the number of Equity Shares Allotted to the Anchor
Investors
Nomura Nomura Financial Advisory and Securities (India) Private Limited
Non-Institutional Bidder/NIBs All Bidders that are not QIBs or Retail Individual Bidders and who have Bid for Equity
Shares for an amount more than 200,000 (but not including NRIs other than Eligible
NRIs)
Non-Institutional Portion The portion of the Offer being not less than 15% of the Offer consisting of [] Equity
Shares which shall be available for allocation on a proportionate basis to Non-
Institutional Bidders, subject to valid Bids being received at or above the Offer Price
Non-Resident A person resident outside India, as defined under FEMA and includes a non-resident
Indian, FPIs and FVCIs
Offer The public issue of up to [] Equity Shares of face value of 10 each for cash at a price
of [] each, aggregating up to 10,000.00 million comprising the Fresh Issue and the
Offer for Sale
Offer Agreement The agreement dated April 4, 2018 among our Company, the Selling Shareholders, the
GCBRLMs and the Co-BRLM, pursuant to which certain arrangements are agreed to in
relation to the Offer
7
Term Description
Offer for Sale The offer for sale of up to [] Equity Shares by the Selling Shareholders at the Offer
Price aggregating up to 4,550.00 million in terms of the Red Herring Prospectus,
comprising, as specifically confirmed by each of the Selling Shareholders; an offer for
sale of up to [] Equity Shares by Kanak Aggarwal, up to [] Equity Shares by Komal
Aggarwal, up to [] Equity Shares by Nand Kishore Aggarwal, up to []Equity Shares
by Ankur Aggarwal and up to [] Equity Shares by Everstone
Offer Price The final price at which Equity Shares will be Allotted to Bidders other than Anchor
Investors. Equity Shares will be Allotted to Anchor Investors at the Anchor Investor
Offer Price in terms of the Red Herring Prospectus.
The Offer Price will be decided by our Company and the Investor Selling Shareholder
in consultation with the GCBRLMs and the Co-BRLM on the Pricing Date
Offer Proceeds The proceeds of the Offer that are available to our Company and the Selling
Shareholders
Offered Shares Such number of Equity Shares as will be transferred by the Investor Selling Shareholder
and/ or the Promoter Selling Shareholders, pursuant to the Offer for Sale, aggregating
up to `4,550.00 million
Price Band Price band of a minimum price of [] per Equity Share (Floor Price) and the maximum
price of [] per Equity Share (Cap Price) including any revisions thereof.
The Price Band and the minimum Bid Lot size for the Offer will be decided by our
Company and the Investor Selling Shareholder, in consultation with the GCBRLMs and
the Co-BRLM, and will be advertised, at least five Working Days prior to the Bid/Offer
Opening Date, in [] editions of the English national newspaper [], [] editions of the
Hindi national daily newspaper [], and [] edition of a widely circulated Gujarati daily
newspaper (Gujarati being the regional language of Gujarat, where our registered office
is located)
Pricing Date The date on which our Company and the Investor Selling Shareholder, in consultation
with the GCBRLMs and the Co-BRLM, will finalise the Offer Price
Promoter Offered Shares Such number of Equity Shares as may be offered for sale by the Promoter Selling
Shareholders in the balance portion of the Offer for Sale, subsequent to the transfer of
the Equity Shares to be offered by the Investor Selling Shareholder in the Offer for Sale
Promoter Selling Shareholders Kanak Aggarwal, Komal Aggarwal, Nand Kishore Aggarwal and Ankur Aggarwal
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 Offer Price that is determined at the end of the Book Building Process,
the size of the Offer and certain other information, including any addenda or corrigenda
thereto
Public Offer Account(s) Bank account to be opened with under Section 40(3) of the Companies Act, 2013 to
receive monies from the Anchor Investor Escrow Account and ASBA Accounts on the
Designated Date
Public Offer Account Bank Bank which is a clearing member and registered with SEBI as a banker to an issue and
with whom the Public Offer Account will be opened, in this case being []
QIB Category/QIB Portion The portion of the Offer (including the Anchor Investor Portion) being not more than
50% of the Offer consisting of [] Equity Shares which shall be Allotted to QIBs
(including Anchor Investors) subject to valid Bids being received at or above the Offer
Price
Qualified Institutional Buyers or
QIBs or QIB Bidders
Qualified institutional buyers as defined under Regulation 2(1)(zd) of the SEBI ICDR
Regulations
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 Offer 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(s) The account opened with the Refund Bank, from which refunds, if any, of the whole or
part of the Bid Amount to the Anchor Investors shall be made
8
Term Description
Refund Bank(s) Bank which is a clearing member and registered with SEBI as a banker to an issue and
with whom the Refund Account will be opened, in this case being []
Registered Brokers Stock brokers registered with the stock exchanges having nationwide terminals, other
than the GCBRLMs and the Co-BRLM and the Syndicate Members and eligible to
procure Bids in terms of Circular No. CIR/CFD/14/2012 dated October 4, 2012 issued
by SEBI
Registrar Agreement Agreement dated April 3, 2018 entered into among our Company, the Selling
Shareholders and the Registrar to the Offer, in relation to the responsibilities and
obligations of the Registrar to the Offer pertaining to the Offer
Registrar and Share Transfer
Agents or RTAs
Registrar and share transfer agents registered with SEBI and eligible to procure Bids at
the Designated RTA Locations in terms of circular no.
CIR/CFD/POLICYCELL/11/2015 dated November 10, 2015 issued by SEBI
Registrar to the Offer/Registrar Link Intime India Private Limited
Retail Individual Bidder(s)/
/RIB(s)/Retail Individual
Investor/RII
Individual Bidders who have Bid for the Equity Shares for an amount not more than
200,000 in any of the bidding options in the Offer (including HUFs applying through
their Karta and Eligible NRIs and does not include NRIs other than Eligible NRIs)
Retail Portion The portion of the Offer being not less than 35% of the Offer consisting of [] Equity
Shares which shall be available for allocation to Retail Individual Bidders) in
accordance with the SEBI ICDR Regulations, subject to valid Bids being received at or
above the Offer Price
Revision Form Form used by the Bidders to modify the quantity of the Equity Shares or the Bid Amount
in any of their ASBA Form(s) or any previous Revision Form(s).
QIB Bidders and Non-Institutional Bidders are not allowed to withdraw or lower their
Bids (in terms of quantity of Equity Shares or the Bid Amount) at any stage. Retail
Individual Bidders can revise their Bids during the Bid/Offer Period and withdraw their
Bids until Bid/Offer Closing Date
Self Certified Syndicate Bank(s) or
SCSB(s)
The banks registered with SEBI, offering services in relation to ASBA, a list of which
is available on the website of SEBI at
http://www.sebi.gov.in/sebiweb/other/OtherAction.do?doRecognised=yes and updated
from time to time
Selling Shareholders The Promoter Selling Shareholders and Investor Selling Shareholder
Share Escrow Agreement The agreement to be entered into by the Selling Shareholders, our Company and the
Share Escrow Agent in connection with the transfer of Equity Shares under the Offer
for Sale by such Selling Shareholders and credit of such Equity Shares to the demat
account of the Allottees
Share Escrow Agent Escrow agent appointed pursuant to the Share Escrow Agreement, namely, []
SMC Capitals SMC Capitals Limited
Specified Locations Bidding centres where the Syndicate shall accept Bid cum Application Form from
Bidders
Syndicate Agreement The agreement to be entered into among the GCBRLMs, the Co-BRLM, the Syndicate
Members, our Company and the Selling Shareholders in relation to collection of Bid
cum Application Forms by Syndicate
Syndicate Members Intermediaries registered with SEBI who are permitted to carry out activities as an
underwriter, namely, []
Syndicate/members of Syndicate The GCBRLMs, the Co-BRLM and the Syndicate Members
Underwriters []
Underwriting Agreement The agreement among the Underwriters, our Company and the Selling Shareholders to
be entered into on or after the Pricing Date
Wilful Defaulter A company or person categorised as a wilful defaulter by any bank or financial
institution or consortium thereof, in accordance with the guidelines on wilful defaulters
issued by the Reserve Bank of India and includes any company whose director or
promoter is categorised as such
Working Day All days, other than second and fourth Saturday of a month, Sunday or a public holiday,
on which commercial banks in Mumbai are open for business; provided however, with
reference to (a) announcement of Price Band; and (b) Bid/Offer Period, Working Day
shall mean all days, excluding all Saturdays, Sundays and public holidays, on which
http://www.sebi.gov.in/sebiweb/other/OtherAction.do?doRecognised=yes
9
Term Description
commercial banks in Mumbai are open for business; and with reference to the time
period between the Bid/Offer Closing Date and the listing of the Equity Shares on the
Stock Exchanges, Working Day shall mean all trading days of Stock Exchanges,
excluding Sundays and bank holidays, as per the SEBI Circular
SEBI/HO/CFD/DIL/CIR/P/2016/26 dated January 21, 2016
Technical/Industry Related Terms
Term Description
EBITDA Earnings before interest, tax, depreciation and amortization
AIBP The Accelerated Irrigation Benefit Programme
B2B Business to business
B2C Business to consumer
Bt. trait The Bacillus Thuringiensis trait or Bt. genes
CAGR Compound annual growth rate
CAPMA The Confederation of All India Small and Medium Pesticides Manufacturers
Association
CCFI The Crop Care Federation of India
CHCs Custom hiring centres
CIBRC The Central Insecticides Board and Registration Committee, GoI
CRISIL CRISIL Limited
CRISIL Report Report titled Assessment of the crop protection, agricultural equipments and seed
industry in India published in December 2017 by CRISIL Research
CRISIL Research A division of CRISIL Limited
CSO The Central Statistics Organisation
DTA Deferred tax assets
ERP Enterprise resource planning
FPOs Farmer producer organisations
GDP Gross domestic product
GEAC Genetic Engineering Approval Committee
GIDC Gujarat Industrial Development Corporation
GLP Good Laboratory Practices
GM Genetically modified
GVA Gross value added
HPMA The Haryana Pesticides Manufacturing Association
HYV High yielding varieties
Insecticides Act The Indian Insecticides Act, 1968
IPRs Intellectual property rights
IWSMP Integrated Water Shed Management Programme
KRDC The Key Research & Development Center
MAT Minimum alternate tax
MCA List The list of disqualified directors published on the website of the MCA
Metrology Act The Legal Metrology Act, 2009
Metrology Rules The Legal Metrology (Packaged Commodities) Rules, 2011
MIDC Maharashtra Industrial Development Corporation
MIDC Plot Land admeasuring 40,500 square meters situated at Plot No. G-54 in the Butibori
Industrial Area, MIDC, Nagpur
MIDH The Mission for Integrated Development of Horticulture
MMBL Mahyco Monsanto Biotech (India) Limited
10
Term Description
MNCs Multinational companies
MNREGA The Mahatma Gandhi National Rural Employment Guarantee Act, 2005
MoSPI Ministry of Statistics and Programme Implementation
MSPs Minimum support prices
OCI other comprehensive income
OFWM or Har Khet ko Pani On Farm Water Management
PGPs Plant growth promoters
PGRs Plant growth regulators
PMAI The Pesticide Manufacturers Association of India
PMKSY The Pradhan Mantri Krishi Sinchayee Yojana
PPV & FR Act The Protection of Plant Varieties and Farmers Rights Act, 2001
R&D Research and development
Sanctions Rules Sanctions administered or enforced by the United States government (including,
without limitation, the U.S. Department of the Treasury's Office of Foreign Assets
Control), the United Nations Security Council, the European Union, Her Majesty's
Treasury (in the U.K.) and other relevant sanctions authorities
SAP Systems applications and products
Seed Growing Farmers Third party farmers whom we depend on their assistance in growing our seeds
Shijiazhuang Richem Shijiazhuang Richem Company Limited
SRR Seed replacement rate
Sub-licensing Agreements Non-exclusive, non-transferable technology sub-licensing agreements and trademark
sub-licensing agreements with MMBL
Technicals Agrochemical active ingredients sold in concentrated form
TI Technical Import
TIM Technical Indigenous Manufacture
y-o-y Year over year
Conventional Terms/Abbreviations
Term Description
/Rs./Rupees/INR Indian Rupees
AIF Alternative Investment Fund as defined in and registered with SEBI and under the
Securities and Exchange Board of India (Alternative Investments Funds) Regulations,
2012
Air Act Air (Prevention and Control of Pollution) Act, 1981
AS/Accounting Standards Accounting Standards issued by the Institute of Chartered Accountants of India
Bn/bn Billion
BSE BSE Limited
CAGR Compounded Annual Growth Rate
Category I foreign portfolio
investors
FPIs who are registered as Category I foreign portfolio investors under the SEBI FPI
Regulations
Category II foreign portfolio
investors
FPIs who are registered as Category II foreign portfolio investors under the SEBI FPI
Regulations
Category III foreign portfolio
investors
FPIs who are registered as Category III foreign portfolio investors under the SEBI
FPI Regulations
CCI Competition Commission of India
CDSL Central Depository Services (India) Limited
CODS Scheme, 2018 Condonation of Delay Scheme, 2018, issued by the Ministry of Corporate Affairs in
December 2017
Companies Act Companies Act, 1956 and the Companies Act, 2013, as applicable
11
Term Description
Companies Act, 1956 Companies Act, 1956 (without reference to the provisions thereof that have ceased to
have effect upon notification of the sections of the Companies Act, 2013) along with
the relevant rules made thereunder
Companies Act, 2013 Companies Act, 2013, to the extent in force pursuant to the notification of the Notified
Sections, along with the relevant rules, regulations, clarifications, circulars and
notifications issued thereunder
Competition Act Competition Act, 2002
Consumer Protection Act Consumer Protection Act, 1986
Copyright Act Copyright Act, 1957
CSR Corporate social responsibility
Depositories NSDL and CDSL
Depositories Act Depositories Act, 1996
Designs Act Designs Act, 2000
DIN Director Identification Number
DP ID Depository Participants Identification
DP/Depository Participant A depository participant as defined under the Depositories Act
EGM Extraordinary General Meeting
Environment Protection Act The Environment Protection Act 1986
EPS Earnings per share
Factories Act Factories Act, 1948
FDI Foreign Direct Investment
FDI Policy The extant Consolidated Foreign Direct Investment Policy notified by Department of
Industrial Policy & Promotion from time to time, in this case the Consolidated Foreign
Direct Investment Policy notified by notification D/o IPP F. No. 5(1)/2017-FC-1 dated
the August 28, 2017 effective from August 28, 2017
FEMA Foreign Exchange Management Act, 1999, read with rules and regulations thereunder
FEMA Regulations Foreign Exchange Management (Transfer or Issue of Security by a Person Resident
Outside India) Regulations, 2017
Financial Year/Fiscal//fiscal/ Fiscal
Year/FY
Unless stated otherwise, the period of 12 months ending March 31 of that particular year
FPI(s) Foreign Portfolio Investors as defined under the SEBI FPI Regulations
FVCI Foreign Venture Capital Investors as defined and registered under the SEBI FVCI
Regulations
GoI/Government/ Central
Government
Government of India
GST Goods and Service Tax
Hazardous Waste Rules Hazardous and Other Wastes (Management and Transboundary Movement) Rules,
2016
ICAI The Institute of Chartered Accountants of India
ICSI The Institute of Company Secretaries of India
Income Tax Act/IT Act Income Tax Act, 1961
Ind AS Indian Accounting Standards
India Republic of India
Indian GAAP Generally Accepted Accounting Principles in India
Industrial Disputes Act Industrial Disputes Act, 1947
Industrial Disputes Amendment
Act
Industrial Disputes (Amendment) Act, 2010
IPO Initial public offering
IRDAI Insurance Regulatory and Development Authority of India
IST Indian Standard Time
12
Term Description
MCA Ministry of Corporate Affairs, Government of India
Mn/mn Million
Mutual Funds Mutual funds registered with SEBI under the Securities and Exchange Board of India
(Mutual Funds) Regulations, 1996
N.A./NA Not applicable
NACH National Automated Clearing House
NAV Net asset value
NEFT National Electronic Fund Transfer
Notified Sections The sections of the Companies Act, 2013 that were notified by the Ministry of Corporate
Affairs, Government of India
NR Non-resident
NRE Account Non Resident External Account
NRI A person resident outside India, who is a citizen of India as defined under the Foreign
Exchange Management (Deposit) Regulations, 2016 or an Overseas Citizen of India
cardholder within the meaning of section 7(A) of the Citizenship Act, 1955
NRO Account Non Resident Ordinary Account
NSDL National Securities Depository Limited
NSE National Stock Exchange of India Limited
OCB/Overseas Corporate Body A company, partnership, society or other corporate body owned directly or indirectly to
the extent of at least 60% by NRIs including overseas trusts, in which not less than 60%
of beneficial interest is irrevocably held by NRIs directly or indirectly and which was
in existence on October 3, 2003 and immediately before such date had taken benefits
under the general permission granted to OCBs under FEMA. OCBs are not allowed to
invest in the Offer
p.a. Per annum
P/E Ratio Price/Earnings Ratio
PAN Permanent Account Number
RBI Reserve Bank of India
Regulation S Regulation S under the Securities Act
RTGS Real Time Gross Settlement
SCRA Securities Contracts (Regulation) Act, 1956
SCRR Securities Contracts (Regulation) Rules, 1957
SEBI Securities and Exchange Board of India constituted under the SEBI Act, 1992
SEBI Act Securities and Exchange Board of India Act 1992
SEBI AIF Regulations Securities and Exchange Board of India (Alternative Investments Funds) Regulations,
2012
SEBI FPI Regulations Securities and Exchange Board of India (Foreign Portfolio Investors) Regulations, 2014
SEBI FVCI Regulations Securities and Exchange Board of India (Foreign Venture Capital Investors)
Regulations, 2000
SEBI Listing Regulations Securities and Exchange Board of India (Listing Obligations and Disclosure
Requirements) Regulations, 2015
SEBI ICDR Regulations Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements)
Regulations, 2009
SEBI SBEB Regulations Securities and Exchange Board of India (Share Based Employee Benefits) Regulations,
2014
SEBI VCF Regulations Securities and Exchange Board of India (Venture Capital Fund) Regulations, 1996
Securities Act U.S. Securities Act of 1933, as amended
SICA Sick Industrial Companies (Special Provisions) Act, 1985
State Government The government of a state in India
Stock Exchanges BSE and NSE
13
Term Description
STT Securities Transaction Tax
Takeover Regulations Securities and Exchange Board of India (Substantial Acquisition of Shares and
Takeovers) Regulations, 2011
Trademarks Act Trademarks Act, 1999
U.S./USA/United States United States of America
US GAAP Generally Accepted Accounting Principles in the United States of America
USD/US$ United States Dollars
VCFs Venture Capital Funds as defined in and registered with SEBI under the SEBI VCF
Regulations
Water Act Water (Prevention and Control of Pollution) Act, 1974
Wilful Defaulter(s) Wilful defaulter as defined under Regulation 2(zn) of SEBI ICDR Regulations
Workmens Compensation Act Workmens Compensation Act, 1923
14
PRESENTATION OF FINANCIAL, INDUSTRY AND MARKET DATA
Certain Conventions
All references to India contained in this Draft Red Herring Prospectus are to the Republic of India.
Unless stated otherwise, all references to page numbers in this Draft Red Herring Prospectus are to the page numbers of this
Draft Red Herring Prospectus.
Financial Data
Unless stated otherwise, the financial information in this Draft Red Herring Prospectus is derived from our Restated Standalone
Financial Statements and Restated Consolidated Financial Statements and certain other additional financial information
pertaining to our Company, Subsidiaries, enterprises over which control exists, Modern Papers and our Group Companies are
derived from their respective audited financial statements. The Restated Financial Statements included in this Draft Red Herring
Prospectus are as at and for the nine months period ended December 31, 2017 and the Fiscals ended March 31, 2017, March
31, 2016, March 31, 2015, March 31, 2014 and March 31, 2013 and have been prepared in accordance with the Companies
Act, Ind AS and have been restated in accordance with the SEBI ICDR Regulations.
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 figures in decimals have been rounded off to the second decimal and all percentage figures have been
rounded off to two decimal places.
Our Companys financial year commences on April 1 and ends on March 31 of the next year. Accordingly, all references to a
particular financial year, unless stated otherwise, are to the 12 month period ended on March 31 of that year.
There are significant differences between Ind AS, U.S. GAAP and IFRS. Our Company does not provide reconciliation of its
financial information to IFRS or U.S. GAAP. Our Company has not attempted to explain those differences or quantify their
impact on the financial data included in this Draft Red Herring Prospectus and it is urged that you consult your own advisors
regarding such differences and their impact on our financial data. Accordingly, the degree to which the financial information
included in this Draft Red Herring Prospectus will provide meaningful information is entirely dependent on the readers level
of familiarity with Indian accounting policies and practices, the Companies Act, the Ind AS and the SEBI ICDR Regulations.
Any reliance by persons not familiar with Indian accounting policies and practices on the financial disclosures presented in this
Draft Red Herring Prospectus should accordingly be limited.
EBITDA presented in this Draft Red Herring Prospectus is a supplemental measure of our performance and liquidity that is not
required by, or presented in accordance with, Ind AS, IFRS or US GAAP. Furthermore, EBITDA is not a measurement of our
financial performance or liquidity under Ind AS, IFRS or US GAAP and should not be considered as an alternative to net
profit/loss, revenue from operations or any other performance measures derived in accordance with Ind AS, IFRS or US GAAP
or as an alternative to cash flow from operations or as a measure of our liquidity. In addition, EBITDA is not a standardised
term, hence a direct comparison of EBITDA between companies may not be possible. Other companies may calculate EBITDA
differently from us, limiting its usefulness as a comparative measure.
Unless the context otherwise indicates, any percentage amounts, as set forth in Risk Factors, Our Business, Managements
Discussion and Analysis of Financial Conditional and Results of Operations on pages 18, 137, and 383, respectively, and
elsewhere in this Draft Red Herring Prospectus have been calculated on the basis of our Restated Financial Statements.
Currency and Units of Presentation
All references to:
Rupees or or INR or Rs. are to Indian Rupee, the official currency of the Republic of India;
USD or US$ are to United States Dollar, the official currency of the United States; and
EUR or are to Euro, the official currency of the Eurozone.
Our Company has presented certain numerical information in this Draft Red Herring Prospectus in million units. One million
represents 1,000,000 and one billion represents 1,000,000,000. All the numbers in this Draft Red Herring Prospectus are in
million or in whole numbers where the numbers have been too small to present in million.
Exchange Rates
This Draft Red Herring Prospectus contains conversion of certain other currency amounts into Indian Rupees that have been
presented solely to comply with the SEBI ICDR Regulations. These conversions should not be construed as a representation
that these currency amounts could have been, or can be converted into Indian Rupees, at any particular rate.
15
The following table sets forth, for the periods indicated, information with respect to the exchange rates of the currencies used
in this Draft Red Herring Prospectus into Indian Rupee:
(Amount in , unless otherwise specified)
Currency December 31,
2017*
As on March
31, 2017
As on March
31, 2016
As on March
31, 2015
As on March
31, 2014**
As on March
31, 2013***
1 US$ 63.93 64.84 66.33 62.59 60.10 54.39
1 Eur 76.39 69.25 75.10 67.51 82.58 69.54
Source: RBI Reference Rate * Exchange rate as on December 29, 2017, as RBI Reference Rate is not available for December 30, 2017 and December 31, 2017 being
a Saturday and Sunday, respectively. ** Exchange rate as on March 28, 2014, as RBI Reference Rate is not available for March 31, 2014, March 30, 2014 and March 29, 2014
being a public holiday, a Sunday and a Saturday, respectively. *** Exchange rate as on March 28, 2013, as RBI Reference Rate is not available for March 31, 2013, March 30, 2013 and March 29, 2013
being a Sunday, Saturday and public holiday respectively.
Industry and Market Data
Unless stated otherwise, industry and market data used in this Draft Red Herring Prospectus has been obtained or derived from
the report titled Assessment of the crop protection, agricultural equipments and seed industry in India published in December
2017 by CRISIL Research (the CRISIL Report) and publicly available information as well as other industry publications
and sources. The CRISIL Report has been prepared at the request of our Company and includes the following disclaimer:
CRISIL Research, a division of CRISIL Limited (CRISIL) has taken due care and caution in preparing this report (Report)
based on the Information obtained by CRISIL from sources which it considers reliable (Data). However, CRISIL does not
guarantee the accuracy, adequacy or completeness of the Data / Report and is not responsible for any errors or omissions or
for the results obtained from the use of Data / Report. This Report is not a recommendation to invest / disinvest in any entity
covered in the Report and no part of this Report should be construed as an expert advice or investment advice or any form of
investment banking within the meaning of any law or regulation. CRISIL especially states that it has no liability whatsoever to
the subscribers / users / transmitters/ distributors of this Report. Without limiting the generality of the foregoing, nothing in the
Report is to be construed as CRISIL providing or intending to provide any services in jurisdictions where CRISIL does not have
the necessary permission and/or registration to carry out its business activities in this regard. Crystal Crop Protection Limited
will be responsible for ensuring compliances and consequences of non-compliances for use of the Report or part thereof outside
India. CRISIL Research operates independently of, and does not have access to information obtained by CRISILs Ratings
Division / CRISIL Risk and Infrastructure Solutions Ltd (CRIS), which may, in their regular operations, obtain information of
a confidential nature. The views expressed in this Report are that of CRISIL Research and not of CRISILs Ratings Division /
CRIS. No part of this Report may be published/reproduced in any form without CRISILs prior written approval.
For risks in relation to commissioned reports, see Risk Factors This Draft Red Herring Prospectus contains information
from the CRISIL Report, which we have commissioned on page 37.
Industry publications generally state that the information contained in such publications has been obtained from publicly
available documents from various sources believed to be reliable but their accuracy and completeness are not guaranteed and
their reliability cannot be assured. Accordingly, no investment decisions should be based on such information. Although we
believe the industry and market data used in this Draft Red Herring Prospectus is reliable, it has not been independently verified
by us, the Selling Shareholders, the GCBRLMs or the Co-BRLM or any of their affiliates or advisors. The data used in these
sources may have been re-classified by us for the purposes of presentation. Data from these sources may also not be comparable.
The extent to which the market and industry 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. There are no standard data
gathering methodologies in the industry in which business of our Company is conducted, and methodologies and assumptions
may vary widely among different industry sources.
Such data involves risks, uncertainties and numerous assumptions and is subject to change based on various factors, including
those discussed in Risk Factors on page 18. Accordingly, investment decisions should not be based solely on such
information.
In accordance with the SEBI ICDR Regulations, the section Basis for Offer Price on page 111 includes information relating
to our peer-group companies. Such information has been derived from publicly available sources, and neither we, nor the Selling
Shareholders, the GCBRLMs or the Co-BRLM have independently verified such information.
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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, expect, estimate, intend, objective, plan,
seek, propose, project, will, going forward, will continue, will pursue or other words or phrases of similar import.
Similarly, statements that describe our strategies, objectives, plans or goals are also forward-looking statements. All forward-
looking statements are subject to risks, uncertainties and assumptions about us that could cause actual results to differ materially
from those contemplated by the relevant forward-looking statement.
Actual results may differ materially from those suggested by forward-looking statements due to risks or uncertainties associated
with expectations relating to, inter alia, regulatory changes pertaining to the industry in India in which we operate and our
ability to respond to them, our ability to successfully implement our strategy, our growth and expansion, technological changes,
our exposure to market risks, general economic and political conditions in India which have an impact on its business activities
or investments, the monetary and fiscal policies of India, inflation, deflation, unanticipated turbulence in interest rates, foreign
exchange rates, equity prices or other rates or prices, the performance of the financial markets in India and globally, changes in
domestic laws, regulations and taxes and changes in competition in the industries in which we operate.
Certain important factors that could cause actual results to differ materially from our expectations include, but are not limited
to, the following:
Our agrochemicals business is sensitive to seasonal fluctuations, climatic variations and other factors beyond our control;
Fluctuations in the prices of commodities crop may affect the sales of our crop protection products and our results of operations;
Our new products may not be commercially successful;
Inability to obtain or maintain the necessary regulatory or governmental approvals for our products, including maintaining quality standards, which could restrict our ability to sell those products in relevant markets;
Our Directors, Promoters, Modern Papers, Group Companies and our Company are involved in certain legal proceedings; any adverse outcome in any of these proceedings may adversely affect our profitability, reputation,
business, financial condition and results of operations;
We are subject to certain criminal proceedings, the outcome of which is uncertain and which may adversely affect our business, financial condition and results of operations;
Increasingly stringent environmental, health and safety laws, regulations and standards may result in compliance costs and remediation efforts;
Activities in our business can be dangerous and can cause injury to people or property in certain circumstances;
Our inability to acquire, develop or protect our IPRs, or defend successfully against claims asserting that we have infringed the IPRs of third parties; and
The value of our brands and logo may be diluted by, among other things, the change of our logo.
For further discussion on factors that could cause actual results to differ from expectations, see Risk Factors, Our Business
and Managements Discussion and Analysis of Financial Condition and Results of Operations on pages 18, 137 and 383,
respectively. By their nature, certain market risk disclosures are only estimates and could be materially different from what
actually occurs in the future. As a result, actual gains or losses could materially differ from those that have been estimated.
Only respective statements and undertakings which are specifically confirmed or undertaken by the Selling Shareholders
in this Draft Red Herring Prospectus shall be deemed to be statements and undertakings made by the Selling Shareholders.
All other statements and/or undertakings in this Draft Red Herring Prospectus shall be statements and undertakings made by
our Company even if the same relates to the Selling Shareholders.
There can be no assurance to investors that the expectations reflected in these forward-looking statements will prove to be
correct. Given these uncertainties, investors are cautioned not to place undue reliance on such forward-looking statements and
not to regard such statements to be a guarantee of our future performance.
Forward-looking statements reflect current views as of the date of this Draft Red Herring Prospectus and are not a guarantee of
future performance. These statements are based on our managements beliefs and assumptions, which in turn are based on
currently available information. Although we believe the assumptions upon which these forward-looking statements are based
are reasonable, any of these assumptions could prove to be inaccurate, and the forward-looking statements based on these
assumptions could be incorrect. Neither our Company, our Directors, the Selling Shareholders, the GCBRLMs, or the Co-
BRLM nor any of their respective affiliates have any obligation to, and do not intend to, update or otherwise revise any
17
statements reflecting circumstances arising after the date hereof or to reflect the occurrence of underlying events, even if the
underlying assumptions do not come to fruition. In accordance with the SEBI ICDR Regulations, our Company, the GCBRLMs
and the Co-BRLM will ensure that the investors in India are informed of material developments from the date of registration
of the Red Herring Prospectus with the RoC until the time of grant of listing and trading permission by the Stock Exchanges.
Each of the Selling Shareholders, severally and not jointly, will ensure that investors are informed of material developments in
relation to statements and undertakings made by such Selling Shareholder in this Draft Red Herring Prospectus and as will be
disclosed in the Red Herring Prospectus and the Prospectus in relation to itself and the Equity Shares offered by it in the Offer
for Sale until the time of grant of listing and trading permission by the Stock Exchanges.
18
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. The risks described below are not the only ones relevant to us or our Equity Shares, the industry in which we operate
in or to India. Additional risks and uncertainties, not presently known to us or that we currently deem immaterial may also
impair our business, results of operations, cash flows and financial condition. If any of the following risks, or other risks that
are not currently known or are now deemed immaterial, actually occur, our business, results of operations, cash flows and
financial condition could suffer, the price of our Equity Shares could decline, and you may lose all or part of your investment.
Unless specified in the relevant risk factor below, we are not in a position to quantify the financial implication of any of the
risks mentioned below. To obtain a more detailed understanding of our business and operations, prospective investors should
read this section in conjunction with Our Business and Managements Discussion and Analysis of Financial Condition and
Results of Operations on pages 137 and 383, respectively, as well as the other financial and statistical information contained
in this Draft Red Herring Prospectus. In making an investment decision, prospective investors must rely on their own
examination of us and the terms of the Offer including the merits and risks involved. You should consult your tax, financial and
legal advisors about particular consequences to you of an investment in the Offer.
Prospective investors should pay particular attention to the fact that we were incorporated under the laws of India and are
subject to a legal and regulatory environment which may differ in certain respects from that of other countries. This Draft Red
Herring Prospectus also contains forward-looking statements that involve risks, assumptions, estimates and uncertainties. Our
actual results could differ from those anticipated in these forward-looking statements as a result of certain factors, including
the considerations described below and elsewhere in this Draft Red Herring Prospectus. See Forward-Looking Statements
on page 16.
Our financial information for the nine months ended December 31, 2017 and Fiscals 2017, 2016, 2015, 2014 and 2013 included
in this Draft Red Herring Prospectus, are prepared under Ind AS. References to Restated Consolidate
