Information Memorandum ARTEMIS GLOBAL LIFE SCIENCES LIMITED (Formerly PTL Projects Limited) CIN: U85191DL2011PLC216530 The Company was incorporated as a public limited company under the Indian Companies Act, 1956, in the name of PTL Projects Limited, pursuant to a certificate of incorporation dated March 25, 2011, bearing registration number 216530 and Certificate for Commencement of Business dated May 04, 2011, issued by the Registrar of Companies, National Capital Territory of Delhi & Haryana. The name of the Company was changed to Artemis Global Life Sciences Limited vide resolution dated March 08, 2015 and a fresh certificate of incorporation was obtained on December 29, 2015. Registered Office: 414/1, 4th Floor, DDA Commercial Complex, District Centre, Janakpuri, New Delhi 110058 Corporate Office (Address for Communication): The Peach Tree Building, SF-202, 3rd Floor, Sushant Lok-1, C Block, Gurgaon - 122002, Haryana.Tel. No.:0124-4262305 Fax: 0124-4262307 Website: WWW.AGLSL.IN Contact Person and Compliance Officer: Mr. Anuj Sood Email: [email protected] INFORMATION MEMORANDUM FOR LISTING OF 6,61,88,500 EQUITY SHARES OF RS 2/- EACH. NO EQUITY SHARES ARE PROPOSED TO BE SOLD OR OFFERED PURSUANT THIS MEMORANDUM OUR PROMOTERS Mr. Onkar S Kanwar & Constructive Finance Private Limited GENERAL RISKS Investment in equity and equity related securities involve a degree of risk and investors should not invest any funds in the Equity Shares of the Company unless they can afford to take the risk of losing their investment. Investors are advised to read the risk factors carefully before taking a decision to invest in the Equity Shares of the Company. For taking an investment decision Investors must rely on their own examinations of the Company, including the risks involved. The Equity Shares have not been recommended or approved by the Securities and Exchange Board of India (SEBI) nor does SEBI guarantee the accuracy or adequacy of this Information Memorandum. COMPANY'S ABSOLUTE RESPONSIBILITY The Company, having made all reasonable inquiries, accepts responsibility for and confirms that this Information Memorandum contains all information with regard to the Company, which is material, that the information contained in this Information Memorandum 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 Information Memorandum as a whole or any of such information or the expression of any such opinions or intentions misleading in any material respect. LISTING The Equity Shares of the Company are proposed to be listed on the BSE Limited (“BSE”) and National Stock Exchange of India Limited (“NSE”). For the purposes of this listing, the Designated Stock Exchange is BSE. The Company is simultaneously seeking exemption from compliance with Rule 19(2)(b) of Securities Contracts (Regulation) Rules, 1957 under Rule 19(7) of Securities Contracts (Regulation) Rules, 1957 from SEBI. The Company has submitted this Information Memorandum with BSE and NSE and the same would be made available on their respective websites www.bseindia.com and www.nseindia.com . This Information Memorandum has also been made available on the Company’s website at www.aglsl.in REGISTRAR & TRANSFER AGENT Alankit Assignments Limited (SEBI INR000002532) Regd Office: 205-208, Anarkali Complex, Jhandewalan Extension, New Delhi-110055 Corp Office: 1E/13 Alankit Heights Jhandewalan Extension New Delhi -110 055 +91-11-42541234 / 23541234/+91-11- 42541201 [email protected]; [email protected] (For Grievances) www.alankit.com 1 TABLE OF CONTENTS NO SECTION PAGE NO I DEFINTIONS AND ABBREVATION 3 II CERTAIN CONVENTIONS AND USE OF 9 FINANCIAL AND MARKET DATA III FORWARD LOOKING STATEMENTS 10 IV RISK FACTORS 11 V INTRODUCTION 22 VI HISTORY AND CORPORATE 63 STRUCTURE VII MANAGEMENT 67 VIII PROMOTERS AND GROUP COMPANIES 83 IX DIVIDEND POLICY 90 X FINANCIAL STATEMENT 91 XI LEGAL AND OTHER INFORMATION 97 XII REGULATORY AND STATUTORY 101 DISCLOSURES XIII MAIN PROVISIONS OF ARTICLES OF 107 ASSOCIATION 2 Information Memorandum I. DEFINITIONS AND ABBREVIATIONS The following list of certain capitalized terms used in this Information Memorandum is intended for the convenience of the reader/prospective investor only and is not exhaustive. The terms defined in this Information Memorandum shall have the meaning set forth in this section and unless the context otherwise implies, references to any statute or regulations or policies shall include amendments thereto, from time to time. Conventional/General Terms Annual Reports The annual reports issued by companies in terms of requirements of applicable law Company Artemis Global Life Sciences Limited, the applicant company / issuer Companies Act, 1956 The Companies Act, 1956, to the extent in force Companies Act, 2013 The Companies Act, 2013, and all rules, regulations, circulars issued pursuant thereto, as amended, from time to time Government Government of India IM or Memorandum or This information memorandum Information Memorandum ITA Income Tax Act, 1961, as amended Related Party A related party as defined under Companies Act, 2103 SEBI (ICDR) Regulations SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2009, as amended 3 Information Memorandum Scheme Related Terms Allotment Date March 30, 2017, being the date of allotment of equity shares of AGLSL by the Company pursuant to the Scheme Appointed Date April 01, 2016, being the appointed date in terms of the Scheme Delhi High Court The Hon’ble High Court of Delhi Demerged Company PTL Effective Date March 08, 2017, being the date on which the Scheme became effective on fulfillment of the conditionalities set out therein Kerala High Court The Hon’ble High Court of Kerala Medicare and Healthcare The business of providing and promoting medicare and healthcare Business services of PTL, including business of leasing medical equipments Medicare and Healthcare The undertaking, business, activities and operations pertaining to Undertaking Medicare and Healthcare Services Business comprising all the assets (moveable and immoveable) and liabilities, which relate thereto or are necessary therefor, as more specifically described in the Scheme NCLT, Delhi The National Company Law Tribunal, New Delhi Record Date March 29, 2017, being the record date on which shareholders in PTL were determined for purposes of allotment of shares by the Company in terms of the Scheme Resulting Company Company or AGLSL Scheme or Scheme of The Scheme of Arrangement for demerger of the Medicare and Arrangement Healthcare Undertaking from PTL to the Company as approved by the Kerala High Court and NCLT, Delhi Share Entitlement Ratio 1:1, being the share entitlement ratio pursuant to the Scheme i.e. one (1) Equity Share of face value Rs. 2/- (Indian Rupees Two only) each in the Company for every one (1) equity share of face value Rs. 2/- (Indian Rupees Two only) each in PTL held by the shareholder of PTL Stock Exchange(s) BSE and NSE Tyre Business The tyre manufacturing facility of PTL located at Kerala, leased out by PTL to its associate company viz. Apollo Tyres Limited 4 Information Memorandum Company and Industry /Business Related Terms AGLSL Artemis Global Life Sciences Limited, the Company itself AHSL Artemis Health Sciences Limited, a company incorporated under the Companies Act, 1956, having its registered office at 414/1, 4th floor, DDA Commercial Complex, District Centre, Janakpuri, New Delhi – 110058 AMSL Artemis Medicare Services Limited, a company incorporated under the Companies Act, 1956, having its registered office at 414/1, 4th floor, DDA Commercial Complex, District Centre, Janakpuri, New Delhi – 110058 Articles of Association The articles of association of the Company orAoA Associate Companies The associate companies of the Company under applicable law Board or Board of Directors The board of directors of the Company CFPL Constructive Finance Private Limited, a company incorporated under Companies Act, 1956, having its registered office at CPCB Central Pollution Control Board, a statutory organisation under the Ministry of Environment, Forest and Climate Change, operating at the Centre level ECG Electrocardiogram Equity Shares Equity shares of the Company of face value Rs. 2/- per share ESOP Employee stock option plan ESPS Employee stock purchase scheme Group Companies The group companies of the Company more particularly described in Section VIII (Promoters and Group Companies) of this Information Memorandum at page number 53 JCI Joint Commission International Key Managerial Personnel The key managerial personnel of the Company appointed in terms of Companies Act, 2013 Memorandum of The memorandum of association of the Company Association or MoA NABH National Accreditation Board for Hospitals & Healthcare Providers Promoters The promoters of the Company viz. Mr. Onkar S. Kanwar and Constructive Finance Private Limited PTL PTL Enterprises Ltd, a company incorporated under Companies Act, 1956 having its registered office at 3rd floor, Areekal Mansion, Near Manorama Junction, Panampilly Nagar, Kochi- 682036 R&D Research and development 5 Information Memorandum SPCB State Pollution Control Board(s) Subsidiaries The subsidiaries of the Company 6 Information Memorandum Abbreviations 11th Plan Eleventh Five Year Plan (2007-2012) 12th Plan Twelfth Five Year Plan (2012-2017) ATMA Automotive Tyre Manufacturers Association CAGR Compound annual growth rate CFO Chief Financial Officer CIN Corporate Identity Number DIN Director Identification Number FEMA Foreign Exchange Management Act, 1999 FICCI Federation of Indian Chambers of Commerce & Industry FII Foreign institutional investor FY Financial Year GDP Gross domestic product HUDA Haryana Urban Development Authority HUF Hindu Undivided Family IISS International Institute for Strategic Studies LTCG Long term Capital Gains NCR National Capital Region NHAI National Highways Authority of India NRI Non Resident Indian NSE National Stock Exchange of India Ltd. PAN Permanent Account Number REC Rural Electrification Corporation Limited Rs. Indian Rupees, the lawful currency of India SCRR Securities Contracts (Regulation) Rules, 1957 STCG Short term Capital Gains STT Securities Transaction Tax VCF Venture Capital Fund 7 Information Memorandum Notwithstanding the foregoing, terms in the Sections “Statement of Tax Benefits”, “Key Industry Regulations” “Financial Statements” and “Main Provisions of Articles of Association” shall have the meaning given to such terms in such Sections. Unless the context otherwise indicates or implies, the following terms have the following meanings in this Information Memorandum and references to any statute or regulations or policies shall include amendments thereto, from time to time: In this Information Memorandum, unless the context otherwise requires, the terms defined and abbreviations expanded herein below shall have the same meaning as stated in this section. 8 Information Memorandum II. CERTAIN CONVENTIONS AND USE OF FINANCIAL AND MARKET DATA Unless stated otherwise, the financial data in this Information Memorandum is derived from the Company’s financial statements. The financial year commences on April 1 and ends on March 31 of each year, so all references to a particular financial year are to the twelve month period ended March 31 of that year, unless specified otherwise. In this Information Memorandum, any inconsistencies in any table between the aggregate and the totals of the sums recorded are because of rounding off. All references to “India” contained in this Information Memorandum are to the Republic of India. All references to “Rupees” or “Rs.” are to Indian Rupees, the official currency of the Republic of India. For extra definitions, please refer Section I (Definitions and Abbreviations) of this Information Memorandum at page number 3. Unless stated otherwise, industry information utilized all through this Information Memorandum has been acquired from published information. Such published information by and large expresses that the data contained in those publications has been obtained from sources accepted to be reliable; however their exactness and completeness are not ensured and their reliability cannot be assured. Despite the fact that we accept that industry information utilized within this Information Memorandum is reliable, it has not been independently verified. The data included in this Information Memorandum about different organizations is based on their particular Annual Reports and information made available by the respective companies. 9 Information Memorandum III. FORWARD LOOKING STATEMENTS This Information Memorandum includes statements that contain words or phrases such as “will”, “would”, “aim”, “will likely result”, “believe”, “expect”, “will continue”, “anticipate”, “estimate”, “intend”, “plan”, “contemplate”, “seek to”, “try to”, “proposes to”, “could”, “may”, “will”, “future”, “objective”, “goal”, “project”, “should”, “will pursue” and similar expressions or variations of such expressions that are “forward looking statements The forward - looking statements contain information regarding, among other things, the Company’s financial condition, future plans and business strategy. These forward -looking statements are based on the Company’s current expectations and projections about future events. Forward looking statements reflect the current views of the Company as of the date of this Information Memorandum and are not a guarantee of future performance. All forward looking statements are subject to risks, uncertainties and assumptions that could cause actual results to differ materially from those contemplated by the relevant forward‐looking statement. Important factors that could cause actual results to differ materially from the Company’s expectations include, among others: • General economic and business conditions in India and other countries; • The Company’s ability to successfully implement its strategy, growth and expansion plans • and technological changes; • Market fluctuations and industry dynamics beyond the Company’s control; • The Company’s ability to manage the third party risks; • Any adverse outcome in legal proceedings in which The Company is involved; • Potential mergers, acquisitions or restructuring; • Changes in monetary and /or fiscal policies of the Government of India, inflations, deflation, • foreign exchange rates, unanticipated turbulence in interest rates; • Occurrence of natural disasters or calamities affecting the areas in which the Company has • operations; • Changes in political and social conditions in India; • The performance of the financial markets in India and globally; • Competition in the industry; and • Other factors beyond the Company’s control. For further discussion off act or s that could cause actual results, performance or achievements to differ, refer to Section IV (Risk Factors) of this Information Memorandum at page number 11. By the irnature, certain risk disclosures are only estimates and could be materially different from what actually occurs in the future. As a result, actual future gains or losses of the Company could materially differ from those that have been estimated. Neither the Company, its Directors, nor any of their respective affiliates or advisors have any obligation to update or otherwise revise any statements reflecting circumstances arising after the date hereof or to reflect the occurrence of underlying events, even if the underlying assumptions do not come to fruition. 10