RED HERRING PROSPECTUS Dated: September 22, 2017 Please read Section 32 of the Companies Act, 2013 Book Built Issue GODREJ AGROVET LIMITED Our Company was incorporated as Godrej Agrovet Private Limited on November 25, 1991 in the state of Gujarat as a private limited company under the Companies Act, 1956. Our Company became a deemed public limited company under Section 43A(1) of the Companies Act, 1956, and the word “private” was struck off from the name of our Company with effect from April 27, 1992. Pursuant to our Company passing a resolution under Section 21 of the Companies Act, 1956, our Company was registered as a public limited company with effect from August 26, 1994. Subsequently, the Registrar of Companies, Gujarat issued a fresh certificate of incorporation dated February 19, 2002 consequent upon conversion, recording the change of our Company’s name to ‘Godrej Agrovet Limited’. For details of change in the name and Registered Office of our Company, see “History and Certain Corporate Matters” beginning on page 148. Registered and Corporate Office: Godrej One, 3rd Floor, Pirojshanagar, Eastern Express Highway, Vikhroli (East), Mumbai 400 079 Contact Person: Vivek Raizada, Company Secretary and Compliance Officer; Tel: (91 22) 2519 4416; Fax: (91 22) 2519 5124 E-mail: [email protected]; Website: www.godrejagrovet.com; Corporate Identity Number: U15410MH1991PLC135359 PROMOTERS OF OUR COMPANY: GODREJ INDUSTRIES LIMITED, NADIR B. GODREJ AND ADI B. GODREJ PUBLIC OFFER OF UP TO [●] EQUITY SHARES OF FACE VALUE OF ` 10 EACH (“EQUITY SHARES”) OF GODREJ AGROVET LIMITED (OUR “COMPANY”) FOR CASH AT A PRICE OF ` [●] PER EQUITY SHARE (INCLUDING A SHARE PREMIUM OF ` [●] PER EQUITY SHARE) AGGREGATING UP TO ` [●] MILLION (THE “ISSUE”) COMPRISING A FRESH ISSUE OF UP TO [●] EQUITY SHARES AGGREGATING UP TO ` 2,915.12 MILLION BY OUR COMPANY (“FRESH ISSUE”) AND AN OFFER FOR SALE OF UP TO [●] EQUITY SHARES BY GODREJ INDUSTRIES LIMITED (“PROMOTER SELLING SHAREHOLDER”) AGGREGATING UP TO ` 3,000 MILLION AND UP TO 12,300,000 EQUITY SHARES BY V-SCIENCES INVESTMENTS PTE LTD (“V-SCIENCES” OR “INVESTOR SELLING SHAREHOLDER”) (“V-SCIENCES’ OFFERED SHARES”) AGGREGATING UP TO [●] MILLION (THE PROMOTER SELLING SHAREHOLDER AND THE INVESTOR SELLING SHAREHOLDER ARE COLLECTIVELY REFERRED TO AS, THE “SELLING SHAREHOLDERS” AND SUCH EQUITY SHARES OFFERED BY THE PROMOTER SELLING SHAREHOLDER AND THE V-SCIENCES’ OFFERED SHARES, COLLECTIVELY THE “OFFERED SHARES”) (“OFFER FOR SALE”). THE IssuE wOuld InCludE a REsERvaTIOn Of up TO [●] EquITy sHaREs aggREgaTIng up TO ` 200 MILLION FOR SUSBCRIPTION BY ELIGIBLE EMPLOYEES (AS DEFINED IN “DEFINITIONS AND ABBREVIATIONS”). FURTHER, OUR COMPANY PROPOSES TO ISSUE UP TO 405,500 EQUITY SHARES AGGREGATING UP TO `[●] mIllIOn TO IdEnTIfIEd EmplOyEEs Of OuR COmpany undER THE Esps (as dEfInEd In “dEfInITIOns and abbREvIaTIOns”) as paRT Of THE IssuE and AT ISSUE PRICE. THE NET ISSUE WOULD CONSTITUTE [●]% OF OUR POST-ISSUE PAID-UP EQUITY SHARE CAPITAL (AFTER CONSIDERING ALLOTMENT TO THE IDENTIFIED EMPLOYEES OF OUR COMPANY UNDER THE ESPS). OUR COMPANY HAS, IN CONSULTATION WITH THE BOOK RUNNING LEAD MANAGERS (“BRLMS”), UNDERTAKEN A PRIVATE PLACEMENT OF 192,901 EQUITY SHARES FOR CASH CONSIDERATION AGGREGATING TO ` 84.88 MILLION (“PRE-IPO PLACEMENT”). THE SIZE OF THE FRESH ISSUE AS DISCLOSED IN THE DRAFT RED HERRING PROSPECTUS DATED JULY 18, 2017, BEING ` 3,000 MILLION, HAS BEEN REDUCED TO ` 2,915.12 MILLION ACCORDINGLY. THE FACE VALUE OF EQUITY SHARES IS ` 10 EACH. THE PRICE BAND WILL BE DECIDED BY OUR COMPANY BY SEEKING AND ENSURING ALIGNMENT WITH THE SELLING SHAREHOLDERS, IN CONSULTATION WITH THE BRLMS, IN THE MANNER AS AGREED UPON IN THE ISSUE AGREEMENT. THE MINIMUM BID LOT WILL BE DECIDED BY OUR COMPANY IN CONSULTATION WITH THE BRLMS AND WILL BE ADVERTISED IN ALL EDITIONS OF THE FINANCIAL EXPRESS, ALL EDITIONS OF JANSATTA, AND MUMBAI EDITION OF NAVSHAKTI (WHICH ARE WIDELY CIRCULATED ENGLISH, HINDI AND MARATHI NEWSPAPERS RESPECTIVELY, MARATHI BEING THE REGIONAL LANGUAGE OF MAHARASHTRA, WHERE OUR REGISTERED OFFICE IS LOCATED) AT LEAST FIVE WORKING DAYS PRIOR TO THE BID/ISSUE OPENING DATE AND SHALL BE MADE AVAILABLE TO BSE LIMITED (“BSE”) AND NATIONAL STOCK EXCHANGE OF INDIA LIMITED (“NSE”, AND TOGETHER WITH BSE, THE “STOCK EXCHANGES”) FOR THE PURPOSE OF UPLOADING ON THEIR WEBSITES. In case of any revision in the Price Band, the Bid/Issue Period will be extended by at least three additional Working Days after such revision in the Price Band, subject to the Bid/Issue Period not exceeding 10 Working Days. Any revision in the Price Band and the revised Bid/Issue Period, if applicable, will be widely disseminated by notification to the Stock Exchanges, by issuing a press release, and also by indicating the change on the website of the BRLMs and at the terminals of the Syndicate Member and by intimation to the Designated Intermediaries (as defined below). In terms of Rule 19(2)(b)(iii) of the Securities Contracts (Regulation) Rules, 1957, as amended (“SCRR”), the Net Issue shall be for at least 10% of the post-Issue paid-up equity share capital of our Company. The Issue is being made through the Book Building Process, in compliance 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”), wherein not more than 50% of the Net Issue shall be allocated on a proportionate basis to QIBs (“QIB Portion”), provided that our Company, in consultation with the BRLMs, may allocate up to 60% of the QIB Portion to Anchor Investors on a discretionary basis (“Anchor Investor Portion’’), at the Anchor Investor Allocation Price. Atleast 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 Anchor Investor Allocation Price. In the event of under-subscription, or non-allocation in the Anchor Investor Portion, the balance Equity Shares shall be added to the QIB Portion. 5% of the Net QIB Portion shall be available for allocation on a proportionate basis to Mutual Funds only, and the remainder of the Net QIB Portion shall be available for allocation on a proportionate basis to all QIB Bidders (other than Anchor Investors), including Mutual Funds, subject to valid Bids being received at or above the Issue Price. Further, not less than 15% of the Net Issue shall be available for allocation on a proportionate basis to Non-Institutional Bidders and not less than 35% of the Net Issue 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 Issue Price. All potential Bidders, other than Anchor Investors, shall only participate in the Issue through the Application Supported by Blocked Amount (“ASBA”) process 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 Issue through ASBA Process. For details, see “Issue Procedure” beginning on page 535. RISK IN RELATION TO THE FIRST ISSUE 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 Issue Price (determined and justified by our Company in consultation with the BRLMs, on the basis of the assessment of market demand for the Equity Shares by way of the Book Building Process, as stated under “Basis for Issue Price” beginning on page 96) 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 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 the Issue. For taking an investment decision, investors must rely on their own examination of our Company and the Issue, including the risks involved. The Equity Shares in the Issue have not been recommended or approved by the Securities and Exchange Board of India (“SEBI”), nor does SEBI guarantee the accuracy or adequacy of the contents of this Red Herring Prospectus. Specific attention of the investors is invited to “Risk Factors” beginning on page 16. ISSUER’S AND SELLING SHAREHOLDERS’ ABSOLUTE RESPONSIBILITY Our Company, having made all reasonable inquiries, accepts responsibility for and confirms that this Red Herring Prospectus contains all information with regard to our Company and the Issue, which is material in the context of the Issue, that the information contained in this Red Herring Prospectus is true and correct in all material aspects and is not misleading in any material respect, that the opinions and intentions expressed herein are honestly held and that there are no other facts, the omission of which makes this Red Herring Prospectus as a whole or any of such information or the expression of any such opinions or intentions misleading in any material respect. Further, the Promoter Selling Shareholders accept responsibility for and confirm (only to the extent of the information in the statements specifically confirmed or undertaken by it and its respective proportion of the Offered Shares offered by them in this Red Herring Prospectus) that such statements are true and correct in all material aspects and are not misleading in any material respect. The Investor Selling Shareholder accepts responsibility only for and confirms (only to the extent of the information in the statements specifically confirmed or undertaken by it as a selling shareholder and the V-Sciences’ Offered Shares in this Red Herring Prospectus) that such statements are true and correct in all material aspects and are not misleading in any material respect. However, the Investor Selling Shareholder does not assume any responsibility for any other statement, including any statements made by or in relation to our Company or the Promoter Selling Shareholders in this Red Herring Prospectus. LISTING The Equity Shares offered through this Red Herring Prospectus are proposed to be listed on BSE and NSE. Our Company has received an ‘in-principle’ approval from BSE and NSE for the listing of the Equity Shares pursuant to letters dated July 28, 2017 and July 27, 2017, respectively. For the purposes of the Issue, the Designated Stock Exchange shall be NSE. A copy of this Red Herring Prospectus has been delievered to the RoC and a copy of the Prospectus shall be delivered to the RoC in accordance with Section 26(4) of the Companies Act, 2013. For details of material contracts and documents available for inspection from the date of this Red Herring Prospectus up to the Bid/ Offer Closing Date, see “Material Contracts and Documents for Inspection” on page 582. BOOK RUNNING LEAD MANAGERS REGISTRAR TO THE ISSUE Kotak Mahindra Capital Company Limited Axis Capital Limited Credit Suisse Securities (India) Private Limited Karvy Computershare Private Limited 1st Floor, 27 BKC, Plot No. 27 1st Floor, Axis House, C-2, 10th Floor, Ceejay House, Plot F Karvy Selenium, Tower B “G” Block, Bandra Kurla Complex, Wadia International Centre Shivsagar Estate, Dr. Annie Besant Road, Plot number 31 & 32 Gachibowli Bandra (East), Mumbai 400 051 Pandurang Budhkar Marg, Worli, Mumbai 400 018 Financial District, Nanakramguda, Tel: (91 22) 4336 0000, Fax: (91 22) 6713 2447 Worli, Mumbai 400 025 Tel: (91 22) 6777 3885, Fax: (91 22) 6777 3820 Hyderabad 500 032 E-mail: [email protected] Tel: (91 22) 4325 2183, Fax: (91 22) 4325 3000 E-mail: [email protected] Tel: (91 40) 6716 2222, Fax: (91 40) 2343 1551 Investor grievance e-mail: [email protected] E-mail: [email protected] Investor grievance e-mail: [email protected] E-mail: [email protected] Website: www.investmentbank.kotak.com Investor grievance e-mail: [email protected] Website: https://www.credit-suisse.com/in/en/investment-banking/ Investor grievance e-mail: [email protected] Contact Person: Ganesh Rane Website: www.axiscapital.co.in regional-presence/asia-pacific/india/ipo.html Website: https://karisma.karvy.com SEBI registration no.: INM000008704 Contact Person: Ankit Bhatia Contact Person: Abhay Agarwal Contact Person: M Murali Krishna SEBI registration no.: INM000012029 SEBI registration no.: INM000011161 SEBI registration no.: INR000000221 BID/ISSUE PROGRAMME BID/ISSUE OPENS ON October 4, 2017* BID/ISSUE CLOSES ON October 6, 2017 *Our Company may, in consultation with the BRLMs, consider participation by Anchor Investors in accordance with the SEBI ICDR Regulations. The Anchor Investor Bid/Issue Period shall be one Working Day prior to the Bid/Issue Opening Date TABLE OF CONTENTS SECTION I: GENERAL ........................................................................................................................................................... 2 DEFINITIONS AND ABBREVIATIONS .............................................................................................................................. 2 CERTAIN CONVENTIONS, PRESENTATION OF FINANCIAL, INDUSTRY AND MARKET DATA AND CURRENCY OF PRESENTATION ............................................................................................................................................................ 13 FORWARD-LOOKING STATEMENTS ............................................................................................................................. 15 SECTION II: RISK FACTORS ............................................................................................................................................. 16 SECTION III: INTRODUCTION.......................................................................................................................................... 39 SUMMARY OF INDUSTRY ................................................................................................................................................ 39 SUMMARY OF OUR BUSINESS ........................................................................................................................................ 43 SUMMARY OF FINANCIAL INFORMATION .................................................................................................................. 49 THE ISSUE ............................................................................................................................................................................ 63 GENERAL INFORMATION ................................................................................................................................................ 65 CAPITAL STRUCTURE ...................................................................................................................................................... 74 OBJECTS OF THE ISSUE .................................................................................................................................................... 92 BASIS FOR ISSUE PRICE ................................................................................................................................................... 96 STATEMENT OF TAX BENEFITS ..................................................................................................................................... 99 SECTION IV: ABOUT OUR COMPANY .......................................................................................................................... 102 INDUSTRY OVERVIEW ................................................................................................................................................... 102 OUR BUSINESS ................................................................................................................................................................. 128 REGULATIONS AND POLICIES ...................................................................................................................................... 145 HISTORY AND CERTAIN CORPORATE MATTERS ..................................................................................................... 148 OUR SUBSIDIARIES ......................................................................................................................................................... 154 OUR MANAGEMENT ....................................................................................................................................................... 158 OUR PROMOTERS AND PROMOTER GROUP .............................................................................................................. 180 OUR GROUP COMPANIES ............................................................................................................................................... 187 RELATED PARTY TRANSACTIONS .............................................................................................................................. 211 DIVIDEND POLICY ........................................................................................................................................................... 212 SECTION V: FINANCIAL INFORMATION .................................................................................................................... 213 FINANCIAL STATEMENTS ............................................................................................................................................. 213 MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS ............................................................................................................................................................................................. 459 STATEMENT OF CAPITALISATION .............................................................................................................................. 479 FINANCIAL INDEBTEDNESS ......................................................................................................................................... 480 SECTION VI: LEGAL AND OTHER INFORMATION .................................................................................................. 482 OUTSTANDING LITIGATION AND MATERIAL DEVELOPMENTS .......................................................................... 482 GOVERNMENT AND OTHER APPROVALS .................................................................................................................. 509 OTHER REGULATORY AND STATUTORY DISCLOSURES ....................................................................................... 513 SECTION VII: ISSUE INFORMATION ............................................................................................................................ 528 TERMS OF THE ISSUE ...................................................................................................................................................... 528 ISSUE STRUCTURE .......................................................................................................................................................... 532 ISSUE PROCEDURE .......................................................................................................................................................... 535 RESTRICTIONS ON FOREIGN OWNERSHIP OF INDIAN SECURITIES ..................................................................... 575 SECTION VIII: MAIN PROVISIONS OF ARTICLES OF ASSOCIATION ................................................................. 576 SECTION IX: OTHER INFORMATION ........................................................................................................................... 582 MATERIAL CONTRACTS AND DOCUMENTS FOR INSPECTION ............................................................................. 582 DECLARATION ................................................................................................................................................................. 584 (i) SECTION I: GENERAL DEFINITIONS AND ABBREVIATIONS This Red Herring Prospectus uses certain definitions and abbreviations which, unless the context otherwise indicates or implies, shall have the meaning as provided below. References to any legislation, act, regulation, rules, guidelines or policies shall be to such legislation, act or regulation, as amended from time to time. In case of any inconsistency between the definitions given below and the definitions contained in the General Information Document (as defined below), the definitions given below shall prevail. General Terms Term Description “our Company”, “the Company”, Godrej Agrovet Limited, a public limited company incorporated under the Companies or “the Issuer” Act, 1956 and having its registered office at Godrej One, 3rd Floor, Pirojshanagar, Eastern Express Highway, Vikhroli (East), Mumbai 400 079 “we”, “us” or “our” Unless the context otherwise indicates or implies, refers to our Company together with its Subsidiaries Company Related and Selling Shareholder Related Terms Term Description ACI Godrej ACI Godrej Agrovet Private Limited Articles of Association/AoA Articles of Association of our Company Associates Al Rahba International Trading LLC and Crop Science Advisors LLP Astec Europe Astec Europe Sprl Astec LifeSciences Astec LifeSciences Limited Auditors/Statutory Auditors Statutory auditors of our Company, namely, B S R & Co. LLP, Chartered Accountants Behram Chemicals Behram Chemicals Private Limited Board/Board of Directors Board of Directors of our Company including a duly constituted committee thereof Comercializadora Agricola Comercializadora Agricola Agroastrachem Cia Ltda Creamline Dairy Creamline Dairy Products Limited CRISIL CRISIL Limited CSR Committee Corporate Social Responsibility Committee Director(s) Director(s) of our Company Equity Shares Equity shares of our Company of face value of ₹10 each ESPS Godrej Agrovet Limited Employee Share Purchase Scheme ESOP Scheme I Godrej Agrovet Limited Employees Stock Option Scheme I ESOP Scheme II Godrej Agrovet Limited Employees Stock Option Scheme II ESOP Trust Godrej Agrovet Limited Employees Stock Option Trust GIL Godrej Industries Limited Godrej Tyson Godrej Tyson Foods Limited Godvet Agrochem Godvet Agrochem Limited Group Companies Companies which are covered under the applicable accounting standards and also other companies as considered material by our Board, as identified in “Our Group Companies” beginning on page 187 Investor Selling Shareholder/V- V-Sciences Investments Pte Ltd Sciences GSGL Godrej Seeds and Genetics Limited Joint Ventures Joint Venture companies of our Company, namely, Godrej Tyson Foods Limited and ACI Godrej Agrovet Private Limited 2 Term Description 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” beginning on page 158 Managing Director Balram S. Yadav, Managing Director of our Company Memorandum of Memorandum of Association of our Company Association/MoA Nagavalli Milkline Nagavalli Milkline Private Limited Preference Shares Preference shares of our Company of face value of ₹10 each Promoter Promoters of our Company namely, Godrej Industries Limited, Nadir B. Godrej and Adi B. Godrej. For details, see “Our Promoters and Promoter Group” beginning on page 180 Promoter Group 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” beginning on page 180 Promoter Selling Shareholder Godrej Industries Limited Registered Office Registered and corporate office of our Company situated at Godrej One, 3rd Floor, Pirojshanagar, Eastern Express Highway, Vikhroli (East), Mumbai 400 079 Registrar of Companies/RoC Registrar of Companies, Maharashtra situated at Mumbai Restated Financial Statements Restated consolidated and standalone summary statement of assets and liabilities for the quarter ended June 30, 2017, and for years ended March 31, 2017, March 31, 2016, March 31, 2015, March 31, 2014 and March 31, 2013, the restated consolidated and standalone summary statement of profit and loss and the restated consolidated and standalone summary statement of cash flow for quarter ended June 30, 2017, and each of the years ended March 31, 2017, March 31, 2016, March 31, 2015, March 31, 2014 and March 31, 2013 Selling Shareholders Collectively, the Promoter Selling Shareholder and the Investor Selling Shareholder Shareholders Shareholders of our Company from time to time Subsidiaries Subsidiaries and step down subsidiaries of our Company namely, Astec LifeSciences Limited, Behram Chemicals Private Limited, Astec Europe Sprl, Comercializadora Agricola Agroastrachem Cia Ltda, Creamline Dairy Products Limited, Nagavalli Milkline Private Limited and Godvet Agrochem Limited Issue Related Terms Term Description Acknowledgement Slip The slip or document issued by the Designated Intermediary to a Bidder as proof of registration of the Bid cum Application Form Allot/Allotment/Allotted Unless the context otherwise requires, allotment of the Equity Shares pursuant to the Fresh Issue and transfer of the respective portion of the Offered Shares by each of the Selling Shareholders pursuant to the Offer for Sale to the successful Bidders Allotment Advice A note or advice or intimation of Allotment sent to the successful 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 this Red Herring Prospectus Anchor Investor Allocation Price The price at which Equity Shares will be allocated to the Anchor Investors in terms of this Red Herring Prospectus and the Prospectus, which will be decided by our Company, in consultation with the BRLMs 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 this Red Herring Prospectus and the Prospectus Anchor Investor Bid/Issue Period One Working Day prior to the Bid/Issue Opening Date, on which Bids by Anchor Investors shall be submitted and allocation to Anchor Investors shall be completed 3 Term Description Anchor Investor Issue Price The final price at which the Equity Shares will be Allotted to the Anchor Investors in terms of this Red Herring Prospectus and the Prospectus, which price will be equal to or higher than the Issue Price but not higher than the Cap Price The Anchor Investor Issue Price will be decided by our Company, in consultation with the BRLMs Anchor Investor Portion Up to 60% of the QIB Portion which may be allocated by our Company, in consultation with the BRLMs, to the Anchor Investors on a discretionary basis in accordance with the SEBI ICDR Regulations 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 An application, whether physical or electronic, used by ASBA Bidders to make a Bid and Amount or ASBA authorising 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 to submit Bids, which will be considered as the application for Allotment in terms of this Red Herring Prospectus and the Prospectus Axis Axis Capital Limited Banker(s) to the Issue Escrow Collection Bank, Refund Bank and Public Issue Account Bank Basis of Allotment The basis on which Equity Shares will be Allotted to successful Bidders under the Issue and which is described in “Issue Procedure” beginning on page 535 Bid An indication to make an offer during the Bid/Issue Period by a Bidder pursuant to submission of the ASBA Form, or during the Anchor Investor Bid/Issue Period by the Anchor Investor, pursuant to submission of the Anchor Investor Application Form, to purchase the Equity Shares at a price within the Price Band, including all revisions and modifications thereto as permitted under the SEBI ICDR Regulations The term “Bidding” shall be construed accordingly Bid/Issue Closing Date Except in relation to any Bids received from the Anchor Investors, the date after which the Designated Intermediaries will not accept any Bids, being October 6, 2017. Our Company may, in consultation with the BRLMs, consider closing the Bid/Issue Period for QIBs one Working Day prior to the Bid/Issue Closing Date in accordance with the SEBI ICDR Regulations. Bid/Issue 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 October 4, 2017 Bid/Issue Period Except in relation to Anchor Investors, the period between the Bid/Issue Opening Date and the Bid/Issue Closing Date, inclusive of both days, during which prospective Bidders can submit their Bids, including any revisions thereof Bid 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 ASBA Bidders, 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 Bidder Any prospective investor who makes a Bid pursuant to the terms of this Red Herring Prospectus and the Bid cum Application Form and unless otherwise stated or implied, includes an Anchor Investor and an Eligible Employee. Bidding Centres The centres at which the Designated Intermediaries shall accept the Bid cum Application Forms, i.e. Designated Branches for SCSBs, Specified Locations for the 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 Issue is being made 4 Term Description Book Running Lead Managers/ The book running lead managers to the Issue namely, Kotak Mahindra Capital Company BRLMs Limited, Axis Capital Limited and Credit Suisse Securities (India) Private Limited Broker Centres The broker centres notified by the Stock Exchanges where Bidders can submit the ASBA Forms to a Registered Broker The details of such Broker Centres, along with the names and the contact details of the Registered Brokers are available on the websites of the Stock Exchanges (www.bseindia.com and www.nseindia.com) CAN / Confirmation of Allocation A notice or intimation of allocation of the Equity Shares sent to Anchor Investors, who Note have been allocated Equity Shares, after the Anchor Investor Bid/Issue Period Cash Escrow Agreement The cash escrow agreement dated September 21, 2017 entered into among our Company, the Selling Shareholders, the BRLMs, the Registrar to the Issue, the Bankers to the Issue and the Syndicate Member for inter alia, collection of the Bid Amounts from the Anchor Investors and where applicable, refunds of the amounts collected from the Anchor Investors, on the terms and conditions thereof CDP / Collecting Depository A depository participant as defined under the Depositories Act, 1996, registered with Participant SEBI and who is eligible to procure Bids at the Designated CDP Locations in terms of circular number CIR/CFD/POLICYCELL/11/2015 dated November 10, 2015 issued by SEBI Cap Price The higher end of the Price Band, above which the Issue Price and Anchor Investor Issue Price will not be finalised and above which no Bids will be accepted Client ID The client identification number maintained with one of the Depositories in relation to demat account Credit Suisse Credit Suisse Securities (India) Private Limited Cut-off Price The Issue Price finalised by our Company in consultation with the BRLMs Only Retail Individual Bidders and Eligible Employees (subject to the Bid Amount being up to ₹500,000) are entitled to Bid at the Cut-off Price. QIBs and Non-Institutional Bidders are not entitled to Bid at the Cut-off Price Demographic Details Details of the Bidders including the Bidders’ address, name of the Bidders’ father / husband, investor status, occupation and bank account details 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, or at such other website as may be prescribed by SEBI from time to time Designated CDP Locations Such locations of the CDPs where Bidders can submit the ASBA Forms. The details of such Designated CDP Locations, along with names and contact details of the CDPs eligible to accept ASBA Forms are available on the websites of the Stock Exchanges (www.bseindia.com and www.nseindia.com) Designated Date The date on which funds are transferred by the Escrow Collection Bank(s) from the Escrow Account or the amounts blocked by the SCSBs are transferred from the ASBA Accounts, as the case may be, to the Public Issue Account or the Refund Account, as appropriate, after the Prospectus is filed with the RoC Designated Intermediaries The members of the Syndicate, Sub-Syndicate/Agents, SCSBs, Registered Brokers, CDPs and RTAs, who are authorised to collect Bid cum Application Forms from the Bidders, in relation to the Issue 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 websites of the Stock Exchanges (www.bseindia.com and www.nseindia.com) Designated Stock Exchange National Stock Exchange of India Limited Draft Red Herring Prospectus or The Draft Red Herring Prospectus dated July 18, 2017, issued in accordance with the DRHP 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 Issue Eligible Employees All or any of the following: 5 Term Description (a) a permanent and full time employee of our Company as of the date of filing of this Red Herring Prospectus with the RoC and who continues to be a permanent and full time employee of our Company, until the submission of the ASBA Form and is based, working and present in India as on the date of submission of the ASBA Form; and (b) a Director of our Company, whether a whole time Director or otherwise, (excluding such Directors not eligible to invest in the Issue under applicable laws, rules, regulations and guidelines) as of the date of filing this Red Herring Prospectus with the RoC and who continues to be a Director of our Company until the submission of the ASBA Form and is based and present in India as on the date of submission of the ASBA Form. The maximum Bid Amount under the Employee Reservation Portion by an Eligible Employee shall not exceed ₹ 500,000 on a net basis. However, the initial Allotment to an Eligible Employee in the Employee Reservation Portion shall not exceed ₹ 200,000. Only in the event of an under-subscription in the Employee Reservation Portion post the initial allotment, such unsubscribed portion may be Allotted on a proportionate basis to Eligible Employees Bidding in the Employee Reservation Portion, for a value in excess of ₹ 200,000, subject to the total Allotment to an Eligible Employee not exceeding ₹ 500,000 Employee Reservation Portion Portion of the Issue being up to [●] Equity Shares aggregating up to ₹ 200 million available for allocation to Eligible Employees, on a proportionate basis Eligible NRI(s) NRI(s) from jurisdictions outside India where it is not unlawful to make an offer or invitation under the Issue and in relation to whom the Bid cum Application Form and this Red Herring Prospectus will constitute an invitation to purchase the Equity Shares Escrow Account Account opened with the Escrow Collection Bank(s) and in whose favour the Bidders (excluding the ASBA Bidders) will issue cheques or demand drafts in respect of the Bid Amount when submitting a Bid Escrow Collection Bank A bank, which is a clearing member and registered with SEBI as a banker to an offer under the SEBI BTI Regulations and with whom the Escrow Account has been opened, in this case being HDFC Bank Limited First Bidder The Bidder whose name shall be mentioned in the Bid cum Application Form or the Revision Form and in case of joint Bids, whose name shall also appear as the first holder of the beneficiary account held in joint names Floor Price The lower end of the Price Band, subject to any revision(s) thereto, at or above which the Issue Price and the Anchor Investor Issue 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 ₹ 2,915.12 million by our Company General Information The General Information Document for investing in public issues, prepared and issued in Document/GID accordance with the circular (CIR/CFD/DIL/12/2013) dated October 23, 2013 notified by SEBI, suitably modified and included in “Issue Procedure” beginning on page 535 Issue The initial public offer of up to [●] Equity Shares of face value of ₹10 each for cash at a price of ₹[●] each, aggregating up to ₹ [●] million, comprising (i) the Fresh Issue of up to [●] Equity Shares aggregating up to ₹ 2,915.12 million (ii) Offer for Sale of up to [●] Equity Shares aggregating up to ₹ 3,000 million by Godrej Industries Limited and up to 12,300,000 Equity Shares aggregating up to ₹ [●] million by V-Sciences The Issue comprises the Net Issue to the public aggregating up to ₹[●] million and the Employee Reservation Portion Issue Agreement The agreement dated July 18, 2017 between our Company, the Selling Shareholders and the BRLMs, pursuant to which certain arrangements are agreed to in relation to the Issue Issue 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 Issue Price in terms of this Red Herring Prospectus The Issue Price will be decided by our Company in consultation with the BRLMs on the Pricing Date in accordance with the Book-building Process and this Red Herring Prospectus 6 Term Description Issue Proceeds The proceeds of the Issue that is available to our Company and the Selling Shareholders. For further information about use of Issue Proceeds, see “Objects of the Issue” beginning on page 92 Kotak Kotak Mahindra Capital Company Limited Maximum RIB Allottees The 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 Monitoring Agency HDFC Bank Limited Mutual Fund Portion 5% of the Net QIB Portion or [] Equity Shares which shall be available for allocation to Mutual Funds only on a proportionate basis Mutual Funds Mutual funds registered with SEBI under the Securities and Exchange Board of India (Mutual Funds) Regulations, 1996 Net Issue Issue less the Employee Reservation Portion Net Proceeds Proceeds of the Fresh Issue less our Company’s share of the Issue expenses For further information about use of the Issue Proceeds and the Issue expenses, see “Objects of the Issue” beginning on page 92 Net QIB Portion The portion of the QIB Portion less the number of Equity Shares Allotted to the Anchor Investors Non-Institutional Bidders / NIIs All Bidders that are not QIBs or Retail Individual Bidders and who have Bid for Equity Shares for an amount of more than ₹200,000 (but not including NRIs other than Eligible NRIs) Non-Institutional Portion The portion of the Net Issue being not less than 15% of the Issue 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 Issue Price Non-Resident A person resident outside India, as defined under FEMA and includes NRIs, FVCIs and FPIs Non-Resident Indians A non-resident Indian as defined under the FEMA Regulations Offer for Sale The offer for sale of up to [●] equity shares by Godrej Industries Limited aggregating up to ₹ 3,000 million and up to 12,300,000 equity shares by V-Sciences aggregating up to [●] million equity shares at the Issue Price in terms of this Red Herring Prospectus For further details in relation to Selling Shareholders, see “The Issue” beginning on page 63 Offered Shares Up to [●] Equity Shares aggregating up to ₹[●] million offered by the Selling Shareholders in the Offer for Sale Pre-IPO Placement The private placement of 192,901 Equity Shares for cash consideration aggregating to ₹ 84.88 million, undertaken by our Company, in consultation with the BRLMs, in favour of identified employees of certain of our Group Companies and Joint Ventures. For further details in relation to the Pre-IPO Placement, see “Capital Structure – Notes to the Capital Structure” on page 75 Price Band The price band of a minimum price of ₹[●] per Equity Share (Floor Price) and the maximum price of ₹[●] per Equity Share (Cap Price) including revision(s) thereof The Price Band for the Issue will be decided by our Company by seeking and ensuring alignment with the Selling Shareholders, in consultation with the BRLMs, in the manner as agreed upon in the Issue Agreement and the minimum Bid Lot size for the Issue will be decided by our Company in consultation with the BRLMs and will be advertised at least five Working Days prior to the Bid/Issue Opening Date, in all editions of the English national newspaper the Financial Express, all editions of the Hindi national newspaper Jansatta and Mumbai edition of the Marathi newspaper Navshakti (Marathi being the regional language of Maharashtra, where the Registered Office is located), each with wide circulation Pricing Date The date on which our Company in consultation with the BRLMs, will finalise the Issue Price 7 Term Description Prospectus The prospectus to be filed with the RoC on or after the Pricing Date in accordance with Section 26 of the Companies Act, 2013 and the SEBI ICDR Regulations containing, inter alia, the Issue Price that is determined at the end of the Book Building Process, the size of the Issue and certain other information including any addenda or corrigenda thereto Public Issue Account The account to be opened, in accordance with Section 40 of the Companies Act, 2013, with the Public Issue Bank(s) to receive monies from the Escrow Account(s) and the ASBA Accounts on the Designated Date Public Issue Bank The bank(s) with whom the Public Issue Account for collection of Bid Amounts from Escrow Accounts and ASBA Accounts will be opened, in this case being Kotak Mahindra Bank Limited, Axis Bank Limited, ICICI Bank Limited and HDFC Bank Limited QIB Portion The portion of the Issue (including the Anchor Investor Portion) being not more than 50% of the Net Issue or [●] Equity Shares which shall be allocated to QIBs (including Anchor Investors). Our Company, in consultation with the BRLMs, may allocate up to 60% of the QIB Portion to Anchor Investors on a discretionary basis. QIBs / QIB Bidders / Qualified The qualified institutional buyers as defined under Regulation 2(1)(zd) of the SEBI ICDR Institutional Buyers Regulations Red Herring Prospectus or RHP This Red Herring Prospectus to be issued in accordance with Section 32 of the Companies Act, 2013, and the provisions of the SEBI ICDR Regulations, which will not have complete particulars of the price at which the Equity Shares will be offered and the size of the Issue, including any addenda or corrigenda thereto This Red Herring Prospectus will be registered with the RoC at least three days before the Bid/Issue Opening Date and will become the Prospectus upon filing with the RoC on or after the Pricing Date Refund Account(s) The account to be 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 Refund Bank HDFC Bank Limited Registered Brokers The stock brokers registered with the stock exchanges having nationwide terminals, other than the Members of the Syndicate and eligible to procure Bids in terms of circular number CIR/CFD/14/2012 dated October 4, 2012 issued by SEBI Registrar to the Issue/Registrar Karvy Computershare Private Limited Registrar Agreement The agreement dated July 18, 2017, entered into amongst our Company, the Selling Shareholders and the Registrar to the Issue, in relation to the responsibilities and obligations of the Registrar to the Issue pertaining to the Issue Retail Individual Bidder(s)/Retail Resident Indian individual Bidders submitting Bids, who have Bid for the Equity Shares Individual for an amount not more than ₹200,000 in any of the bidding options in the Issue (including Investor(s)/RII(s)/RIB(s) HUFs applying through their Karta) Retail Portion The portion of the Net Issue being not less than 35% of the Issue or [●] 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 Issue Price Revision Form The form used by Bidders to modify the quantity of the Equity Shares or the Bid Amount in any of their Bid cum Application Forms or any previous Revision Form(s) QIB Bidders and Non-Institutional Bidders are not allowed to withdraw or lower their Bids (in terms of quantity of Equity Shares or the Bid Amount) at any stage. Retail Individual Bidders can revise their Bids during the Bid/Issue Period and withdraw their Bids until Bid/Issue Closing Date. RTAs / Registrar and Share The registrar and share transfer agents registered with SEBI and eligible to procure Bids Transfer Agents at the Designated RTA Locations in terms of circular number CIR/CFD/POLICYCELL/11/2015 dated November 10, 2015 issued by SEBI Self Certified Syndicate Bank(s) The Banks registered with SEBI, offering services in relation to ASBA, a list of which is or SCSB(s) available on the website of SEBI at http://www.sebi.gov.in/sebiweb/home/list/5/33/0/0/Recognised-Intermediaries and updated from time to time Share Escrow Agent The share escrow agent appointed pursuant to the Share Escrow Agreement namely Karvy Computer Share Private Limited 8 Term Description Share Escrow Agreement The share escrow agreement dated September 21, 2017 entered into among our Company, the Selling Shareholders and the Share Escrow Agent in connection with the transfer of Equity Shares under the Issue by the Selling Shareholders and credit of such Equity Shares to the demat accounts of the Allottees Specified Locations The Bidding centres where the Syndicate shall accept Bid cum Application Forms Syndicate / Members of the The BRLMs and the Syndicate Member Syndicate Syndicate Agreement The syndicate agreement dated September 21, 2017 entered into among our Company, the Selling Shareholders, the BRLMs and the Syndicate Member in relation to collection of Bid cum Application Forms by the Syndicate Syndicate Member The intermediaries registered with SEBI who are permitted to carry out activities as an underwriter, namely, Kotak Securities Limited. Underwriters [●] Underwriting Agreement The underwriting agreement to be entered into among our Company, the Selling Shareholders and the Underwriters, on or after the Pricing Date, but prior to filing the Prospectus with the RoC V-Sciences’ Offered Shares Up to 12,300,000 Equity Shares offered by V-Sciences Wilful Defaulter 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 the month, Sunday or a public holiday, on which commercial banks in Mumbai are open for business; provided however, with reference to (a) announcement of Price Band; (b) Bid/Issue Period, shall mean all days, excluding Saturdays, Sundays and public holidays, on which commercial banks in Mumbai are open for business; and (c) the time period between the Bid/ Issue Closing Date and the listing of the Equity Shares on the Stock Exchanges, it shall mean all trading days of the Stock Exchanges, excluding Sundays and bank holidays, as per the SEBI Circular number SEBI/HO/CFD/DIL/CIR/P/2016/26 dated January 21, 2016 Technical/Industry Related Terms/Abbreviations Term Description FFB Fresh Fruit Bunches MMT Million Metric Tons MT Metric Tons Conventional and General Terms or Abbreviations Term Description ₹/Rs./Rupees/INR Indian Rupees AGM Annual general meeting AIF Alternative Investment Fund as defined in and registered with SEBI under the Securities and Exchange Board of India (Alternative Investments Funds) Regulations, 2012 Air Act Air (Prevention and Control of Pollution) Act, 1981 AML Anti money laundering AS/Accounting Standards Accounting standards issued by the Institute of Chartered Accountants of India Bn/bn Billion BSE BSE Limited Category I foreign portfolio FPIs who are registered as “Category I foreign portfolio investors” under the SEBI FPI investors Regulations Category II foreign portfolio FPIs who are registered as “Category II foreign portfolio investors” under the SEBI FPI investors Regulations 9