Draft Prospectus Dated: March 18, 2016 Please read Section 26 of the Companies Act, 2013 100% Fixed Price Issue Sprayking Agro Equipment Limited Our Company was incorporated as “Sprayking Agro Equipment Private Limited” at Dared, Jamnagar, Gujarat as a Private Limited Company under the provisions of the Compa- nies Act, 1956 vide Certificate of Incorporation dated February 17, 2005 bearing Corporate Identification Number U29219GJ2005PTC45508 issued by Registrar of Companies, Gujarat. Subsequently, our Company was converted into Public Company pursuant to Shareholders resolution passed at the Extraordinary General Meeting of our Company held on February 1, 2016 and name of our Company was changed to “Sprayking Agro Equipment Limited” pursuant to issuance of fresh Certificate of Incorporation dated March 4, 2016. The Corporate Identification Number of our Company is U29219GJ2005PLC045508. For details of incorporation, change of name and Registered Office of our Company, please refer to chapter titled “General Information” and ‘Our History and Certain Other Corporate Matters’ beginning on page 60 and 152 respectively of this Draft Prospectus. Registered Office: GIDC, Phase II, Plot No. 590, Dared, Jamnagar, Gujarat-361005, India. Tel. No.: +91 288 2730750; Fax No.: +91 288 2730225 Company Secretary and Compliance Officer: [●] Email: [email protected] ; Website: www.spraykingagro.com PROMOTERS OF OUR COMPANy: PRAGJIBHAI PATEL, HITESHKUMAR DUDHAGARA AND RONAKBEN DUDHAGARA THE ISSUE PUBLIC ISSUE OF 8,88,000 EQUITy SHARES OF FACE VALUE OF RS. 10 EACH (“EQUITy SHARES”) OF SPRAyKING AGRO EQUIPMENT LIMITED (THE “COMPANy” OR THE “ISSUER”) FOR CASH AT A PRICE OF RS. 21 PER EQUITy SHARE, INCLUDING A SHARE PREMIUM OF RS. 11 PER EQUITy SHARE (THE “ISSUE PRICE”), AGGREGATING RS. 186.48 LAKHS (“THE ISSUE”), OF WHICH 48,000 EQUITy SHARES OF FACE VALUE OF RS. 10 EACH FOR CASH AT A PRICE OF RS. 21 PER EQUITy SHARE, AGGREGATING RS. 10.08 LAKHS WILL BE RESERVED FOR SUBSCRIPTION By THE MARKET MAKER TO THE ISSUE (THE “MARKET MAKER RESERVATION PORTION”). THE ISSUE LESS MARKET MAKER RESERVATION PORTION I.E. ISSUE OF 8,40,000 EQUITy SHARES OF FACE VALUE OF RS. 10 EACH FOR CASH AT A PRICE OF RS. 21 PER EQUITy SHARE, AGGREGATING RS. 176.40 LAKHS IS HEREINAFTER REFERED TO AS THE “NET IS- SUE”. THE ISSUE AND THE NET ISSUE WILL CONSTITUTE 27.99% AND 26.48% RESPECTIVELy OF THE FULLy DILUTED POST ISSUE PAID UP EQUITy SHARE CAPITAL OF OUR COMPANy. THE FACE VALUE OF THE EQUITy SHARES IS RS. 10 EACH AND THE ISSUE PRICE OF RS. 21 IS 2.1 TIMES OF THE FACE VALUE OF THE EQUITy SHARES. In terms of SEBI Circular No. CIR/CFD/POLICYCELL/11/2015, all potential investors shall participate in the Issue only through an Application Supported by Blocked Amount (“ASBA”) process providing details about the bank account which will be blocked by the Self Certified Syndicate Banks (“SCSBs”). For details in this regard, specific attention is invited to the chapter titled “Issue Procedure” beginning on page 270 of this Draft Prospectus. A copy will be delivered for registration to the Registrar of Companies as required under Section 26 of the Companies Act, 2013. THE ISSUE IS BEING MADE IN ACCORDANCE WITH CHAPTER xB OF THE SECURITIES AND ExCHANGE BOARD OF INDIA (ISSUE OF CAPITAL AND DISCLOSURE REQUIREMENTS) REGULATIONS, 2009, AS AMENDED FROM TIME TO TIME (“SEBI ICDR REGULATIONS”). For further details please refer the section titled “The Issue” beginning on page 59 of this Draft Prospectus. RISKS IN RELATION TO FIRST ISSUE This being the first public issue of the Issuer, there has been no formal market for our Equity Shares. The face value of the Equity Shares of our Company is Rs.10 and the Issue price of Rs. 21 per Equity Share is 2.1 times of the face value. The Issue Price (as determined by our Company in consultation with the Lead Manager as stated in the chapter titled “Basis for Issue Price” beginning on page 113 of this Draft Prospectus) should not be taken to be indicative of the market price of the Equity Shares after such Equity Shares are listed. No assurance can be given regarding an active and/or sustained trading in the Equity Shares or regarding the price at which the Equity Shares will be traded after listing. GENERAL RISKS Investments in equity and equity-related securities involve a degree of risk and investors should not invest any funds in this Issue unless they can afford to take the risk of losing their investment. Investors are advised to read the risk factors carefully before taking an investment decision in this issue. For taking an investment decision, investors must rely on their own examination of the Company and this Issue, including the risks involved. The Equity Shares offered 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 Draft Prospectus. Specific attention of the investors is invited to the section titled “Risk Factors” beginning on page 16 of this Draft Prospectus. ISSUER’S ABSOLUTE RESPONSIBILITY The Issuer, having made all reasonable inquiries, accepts responsibility for and confirms that this Draft Prospectus contains all information with regard to the Issuer and this Issue, which is material in the context of this Issue, that the information contained in this Draft 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 Prospectus 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 our Company offered through this Draft Prospectus are proposed to be listed on the SME platform of BSE Limited (‘BSE’). In terms of the Chapter XB of the SEBI (ICDR) Regulations, 2009, as amended from time to time, we are not required to obtain an in-principal listing approval for the shares being offered in this issue. However, our Company has received an approval letter dated [•] from BSE for using its name in this offer document for listing of our shares on the SME Platform of BSE. For the purpose of this Issue, SME Platform of the BSE shall be the Designated Stock Exchange. LEAD MANAGER TO THE ISSUE REGISTRAR TO THE ISSUE PANTOMATH CAPITAL ADVISORS PRIVATE LIMITED SHAREx DyNAMIC (INDIA) PRIVATE LIMITED 406-408, Keshva Premises, Behind Family Court, Unit-I, Luthra Ind. Premises,1st Floor, Bandra Kurla Complex, Bandra (East), 44-E, M Vasanti Marg, Andheri-Kurla Road, Mumbai – 400051 Safed Pool, Andheri (E), Tel: +91-22 6194 6725/18 Mumbai – 400072 Fax: +91-22 2659 8690 Tel: +91 22 28515606/44 Website: www.pantomathgroup.com Fax: +91 22 28512885 Email: [email protected] E-mail: [email protected] Investor Grievance Id: [email protected] Contact Person: Mr. K C. Ajitkumar Contact Person: Mr. Saahil Kinkhabwala SEBI Registration No.: INR000002102 SEBI Registration No:INM000012110 Investor Grievance E-mail: [email protected] ISSUE PROGRAMME ISSUE OPENS ON [●] ISSUE CLOSES ON [●] Table of Contents SECTION I – GENERAL ............................................................................................................................................. 2 DEFINATION AND ABBREVIATION .................................................................................................................. 2 PRESENTATION OF FINANCIAL, INDUSTRY AND MARKET DATA ......................................................... 13 FORWARD LOOKING STATEMENT ................................................................................................................. 15 SECTION II – RISK FACTORS ................................................................................................................................. 16 SECTION III – INTRODUCTION ............................................................................................................................. 38 SUMMARY OF INDUSTRY ................................................................................................................................. 38 SUMMARY OF BUSINESS .................................................................................................................................. 49 SUMMARY OF FINANCIAL STATEMENTS ..................................................................................................... 54 THE ISSUE ............................................................................................................................................................. 59 GENERAL INFORMATION ................................................................................................................................. 60 CAPITAL STRUCTURE ........................................................................................................................................ 67 OBJECTS OF THE ISSUE ................................................................................................................................... 109 BASIS FOR ISSUE PRICE .................................................................................................................................. 113 STATEMENT OF POSSIBLE TAX BENEFIT ................................................................................................... 115 SECTION IV – ABOUT THE COMPANY .............................................................................................................. 117 OUR INDUSTRY ................................................................................................................................................. 117 OUR BUSINESS ................................................................................................................................................... 136 KEY INDUSTRY REGULATIONS AND POLICIES ......................................................................................... 146 OUR HISTORY AND CERTAIN OTHER CORPORATE MATTERS .............................................................. 152 OUR MANAGEMENT ......................................................................................................................................... 155 OUR PROMOTER AND PROMOTER GROUP ................................................................................................. 168 OUR GROUP ENTITIES ..................................................................................................................................... 174 DIVIDEND POLICY ............................................................................................................................................ 175 RELATED PARTY TRANSACTIONS ............................................................................................................... 176 SECTION V – FINANCIAL STATEMENTS .......................................................................................................... 177 FINANCIAL STATEMENTS AS RE-STATED .................................................................................................. 177 MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATION ........................................................................................................................................................ 229 FINANCIAL INDEBTEDNESS ........................................................................................................................... 239 SECTION VI – LEGAL AND OTHER INFORMATION ....................................................................................... 243 OUTSTANDING LITIGATION AND MATERIAL DEVELOPMENTS ........................................................... 243 GOVERNMENT AND OTHER STATUTORY APPROVALS .......................................................................... 249 OTHER REGULATORY AND STATUTORY DISCLOSURES ........................................................................ 252 SECTION VII – ISSUE INFORMATION ................................................................................................................ 263 TERMS OF THE ISSUE ....................................................................................................................................... 263 ISSUE STRUCTURE ........................................................................................................................................... 268 ISSUE PROCEDURE ........................................................................................................................................... 270 RESTRICTIONS ON FOREIGN OWNERSHIP OF INDIAN SECURITIES ..................................................... 312 SECTION VIII – MAIN PROVISIONS OF ARTICLES OF ASSOCIATION ........................................................ 314 SECTION IX – OTHER INFORMATION ............................................................................................................... 358 MATERIAL CONTRACTS AND DOCUMENTS FOR INSPECTION ............................................................. 358 DECLARATION ....................................................................................................................................................... 360 Page 1 of 363 SECTION I – GENERAL DEFINATION AND ABBREVIATION In this Draft Prospectus, unless the context otherwise requires, the terms and abbreviations stated hereunder shall have the meanings as assigned therewith. Company Related Terms Term Description Articles or Articles of Association The Articles of Association of our Company, as amended from or AOA time to time The auditor, statutory auditor and peer review auditor of our Auditor or Statutory Auditor or Company, being M/s. Doshi Maru & Associates, Chartered Peer Review Auditor Accountants Such banks which are disclosed as bankers to our Company in Bankers to our Company the chapter titled “General Information” on page 60 of this Draft Prospectus “Board” or “Board of Directors” or The Board of Directors of our Company, as duly constituted from “our Board” time to time, or committee(s) thereof Company Secretary and [•] Compliance Officer Director(s) The Director(s) of our Company, unless otherwise specified Equity Shares of our Company of face value of Rs. 10/- each fully Equity Shares paid up Equity Shareholders Persons holding Equity Shares of our Company Such entities as are included in the chapter titled “Our Group Group Companies Entities” beginning on page 173 of this Draft Prospectus Hiteshkumar Dudhagara Hiteshkumar Dudhagara (earlier known as Hiteskumar Patel) Jigneshbhai Patel Jigneshbhai Patel (earlier known as Jigneshbhai Pipariya) Memorandum of Association or The Memorandum of Association of our Company, as amended Memorandum or MOA from time to time Includes Nathalal Patel, Jigneshbhai Patel, Dudhiben Patel, Nathalal Patel Group Vandanaben Patel and Jatinkumar Patel severally and/or jointly each/all of them Includes Pragjibhai Patel, Hiteshkumar Dudhagara, Ronakben Pragjihai Patel Group Patel, Parvatiben Patel, Bhavikaben Patel and Kalpanaben Patel severally and/or jointly each/all of them Includes Premjibhai Patel, Jasminbhai Patel, Laxmiben Patel, Premjibhai Patel Group Rameshbhai Patel, Rekhaben Patel, Nitalben Patel and Kaushikbhai Patel severally and/or jointly each/all of them “Promoter”, “Promoters” or “our Promoter of our Company being Pragjibhai Patel, Hiteshkumar Promoters” Dudhagara and Ronakben Dudhagara Page 2 of 363 Term Description Persons and entities constituting the promoter group of our Company in terms of Regulation 2(1)(zb) of the SEBI Regulations and as disclosed in the section “Promoters and Promoter Group” on page 168 The Promoter Group of our Company does not include Meghjibhai Patel, Shivabhai Patel, Panchabhai Patel, Promoter Group Parsotambhai Patel, Odhavjibhai Patel, Jayaben Patel, Rudabhai Patel, Muriben Patel, Ramjibhai Patel, Chhaganbhai Patel, Diwaliben Patel, Pamuben Patel, Jayaben Patel, Ramuben Patel, Liliben Patel, Ramnikbhai Gajera, Manjuben Gajera, Jaimin Gajera and Darshana Moliya relatives of Pragjibhai Patel, Hiteshkumar Dudhagara and Ronakben Dudhagara and/or any entity(ies) in which these persons, severally or jointly may have an interest. The Registered office of our Company situated at GIDC, Phase Registered Office II, Plot No. 590, Dared, Jamnagar, Gujarat, India 361005 Registrar of Companies, Gujarat at Ahmedabad, RoC / Registrar of Companies located at ROC Bhavan, Opp Rupal Park Society, Behind Ankur Bus Stop, Naranpura, Ahmedabad – 380013 Ronakben Dudhagara Ronakben Dudhagara (earlier known as Ronakben Patel) Shareholders Shareholders of our Company “Sprayking Agro Equipment Limited”, or “the Company” ,or Sprayking Agro Equipment Limited, a public limited company “our Company” or “we”, “us”, incorporated under the provisions of the Companies Act, 1956 “our”, or “Issuer” or the “Issuer Company” Issue Related Terms Term Description Allocation / Allocation of Equity The Allocation of Equity Shares of our Company pursuant to Issue Shares of Equity Shares to the successful Applicants Issue and allotment of Equity Shares of our Company pursuant to Allotment / Allot / Allotted Issue of the Equity Shares to the successful Applicants Successful Applicant(s) to whom Equity Shares of our Company Allottee(s) have been allotted Any prospective investor who makes an application for Equity Applicant Shares of our Company in terms of this Draft Prospectus. All the applicants should make application through ASBA only. The amount at which the Applicant makes an application for Equity Application Amount Shares of our Company in terms of this Draft Prospectus 1. a SCSB with whom the bank account to be blocked, is maintained Application Collecting 2. a syndicate member (or sub-syndicated member) If any Intermediaries 3. a stock broker registered with a recognized stock exchange (and whose name is mentioned on the website of the stock exchange as eligible for this activity)(‘broker’) if any Page 3 of 363 Term Description 4. a depository participant (‘DP’) (whose name is mentioned on the website of the stock exchange as eligible for this activity) 5. a registrar to an issue and share transfer agent (‘RTA’) (whose name is mentioned on the website of the stock exchange as eligible for this activity) The Form in terms of which the prospective investors shall apply Application Form for our Equity Shares in the Issue Applications Supported by Blocked Amount (ASBA) means an ASBA / Application Supported by application for Subscribing to the Issue containing an authorization Blocked Amount to block the application money in a bank account maintained with SCSB Account maintained with SCSBs which will be blocked by such ASBA Account SCSBs to the extent of the Application Amount Locations at which ASBA Applications can be uploaded by the ASBA Application Location(s) / SCSBs, namely Mumbai, New Delhi, Chennai, Kolkata and Specified Cities Ahmedabad Any prospective investor(s) / applicants(s) in this Issue who ASBA Investor/ASBA applicant apply(ies) through the ASBA process The banks which are clearing members and registered with SEBI as Banker(s) to the Issue. Banker to an Issue with whom the Public Issue Account will be opened and in this case being ICICI Bank Agreement entered on [●] amongst our Company, Lead Manager, Bankers to the Issue Agreement the Registrar and Banker to the Issue for collection of the Application Amount on the terms and conditions thereof Broker centres notified by the Stock Exchanges, where the applicants can submit the Application forms to a Registered Broker. The details of such broker centres, along with the names and contact Broker Centre details of the Registered Brokers, are available on the website of BSE on the following link: http://www.bseindia.com/Static/Markets/PublicIssues/brokercentr es.aspx?expandable=3 The basis on which Equity Shares will be Allotted to the successful Applicants under the Issue and which is described under chapter Basis of Allotment titled “Issue Procedure” beginning on page 270 of this Draft Prospectus Such branch of the SCSBs which coordinate Applications under this Issue by the ASBA Applicants with the Registrar to the Issue and Controlling Branch the Stock Exchanges and a list of which is available at http://www.sebi.gov.in or at such other website as may be prescribed by SEBI from time to time The demographic details of the Applicants such as their address, Demographic Details PAN, occupation and bank account details Depositories registered with SEBI under the Securities and Exchange Board of India (Depositories and Participants) Depositories Regulations, 1996, as amended from time to time, being NSDL and CDSL A Depository Participant as defined under the Depositories Act, Depository Participant 1996 Page 4 of 363 Term Description Such branches of the SCSBs which shall collect the ASBA Forms from the ASBA Applicants and a list of which is available at Designated Branches http://www.sebi.gov.in or at such other website as may be prescribed by SEBI from time to time The date on which the amount blocked by the SCSBs is transferred from the ASBA Account to the Public Issue Account or the amount Designated Date is unblocked in the ASBA Account, as appropriate, after the Issue is closed, following which the Equity Shares shall be allotted to the successful Applicants Designated Stock Exchange SME Platform of BSE Limited The Draft Prospectus dated March 18 , 2016 issued in accordance Draft Prospectus with section 26 of the Companies Act, 2013 and filed with the BSE under SEBI (ICDR) Regulations NRIs from jurisdictions outside India where it is not unlawful to make an issue or invitation under the Issue and in relation to whom Eligible NRIs this Draft Prospectus constitutes an invitation to subscribe to the Equity Shares offered herein The General Information Document for investing in public issues General Information Document prepared and issued in accordance with the circular (CIR/CFD/DIL/12/2013) dated October 23, 2013, notified by SEBI. The Applicant whose name appears first in the Application Form or First / Sole Applicant Revision Form Public Issue of 8,88,000 Equity Shares of face value of Rs. 10/- each Issue/ Issue Size/ Initial Public fully paid of Sprayking Agro Equipment Limited for cash at a price Issue/ Initial Public Offer/ Initial of 21/- per Equity Share (including a premium of Rs. 11/- per Equity Public Offering/ IPO Share) aggregating Rs. 186.48 lakhs. The agreement dated March 15, 2016 between our Company and Issue Agreement the Lead Manager, pursuant to which certain arrangements are agreed to in relation to the Issue. Issue Closing date The date on which Issue closes for subscription Issue Opening Date The date on which Issue opens for subscription The period between the Issue Opening Date and the Issue Closing Issue Period Date inclusive of both the days during which prospective Investors may submit their application The price at which the Equity Shares are being issued by our Issue Price Company under this Draft Prospectus being 21/- per Equity Share of face value of Rs. 10 each fully paid Proceeds from the Issue that will be available to our Company, Issue Proceeds/Gross Proceeds being Rs. 186.48 Lakhs Lead Manager to the Issue in this case being Pantomath Capital Lead Manager / LM Advisors Private Limited, SEBI registered Category I Merchant Banker The Equity Listing Agreement to be signed between our Company Listing Agreement and the SME Platform of BSE Limited Market Making Agreement dated [•] between our Company, Lead Market Making Agreement Manager and Market Maker. Market Maker appointed by our Company from time to time, in this Market Maker case being [•], who has agreed to receive or deliver the specified securities in the market making process for a period of three years Page 5 of 363 Term Description from the date of listing of our Equity Shares or for any other period as may be notified by SEBI from time to time The Reserved Portion of 48,000 Equity Shares of face value of Rs. Market Maker Reservation Portion 10/- each fully paid for cash at a price of 21/- per Equity Share aggregating Rs. 10.08 lakhs for the Market Maker in this Issue A mutual fund registered with SEBI under the SEBI (Mutual Funds) Mutual Fund(s) Regulations, 1996, as amended from time to time National Investment Fund set up by resolution F. No. 2/3/2005-DD- NIF II dated November 23, 2005 of Government of India published in the Gazette of India The Issue excluding the Market Maker Reservation Portion of 8,40,000 Equity Shares of face value of Rs. 10/- each fully paid for Net Issue cash at a price of 21/- per Equity Share aggregating 176.40 lakhs by our Company The Issue Proceeds, less the Issue related expenses, received by the Net Proceeds Company. All Applicants that are not Qualified Institutional Buyers or Retail Non Institutional Investors Individual Investors and who have applied for Equity Shares for an amount more than Rs. 2,00,000 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 OCB / Overseas Corporate Body irrevocably held by NRIs directly or indirectly as defined under the Foreign Exchange Management (Deposit) Regulations, 2000, as amended from time to time. OCBs are not allowed to invest in this Issue Any individual, sole proprietorship, unincorporated association, unincorporated organization, body corporate, corporation, company, partnership, limited liability company, joint venture, or Person / Persons trust or any other entity or organization validly constituted and/or incorporated in the jurisdiction in which it exists and operates, as the context requires The Prospectus to be filed with RoC containing, inter-alia, the issue Prospectus size, the issue opening and closing dates and other information Account opened with the Banker to the Issue i.e. ICICI Bank under Section 40 of the Companies Act, 2013 to receive monies from the Public Issue Account SCSBs from the bank accounts of the ASBA Applicants on the Designated Date A Mutual Fund, Venture Capital Fund and Foreign Venture Capital investor registered with the Board, a foreign institutional investor and sub-account (other than a sub-account which is a foreign corporate or foreign individual), registered with the Board; a public financial institution as defined in Section 2(72) of the Companies Qualified Institutional Buyers or Act, 2013; a scheduled commercial bank; a multilateral and bilateral QIBs development financial institution; a state industrial development corporation; an insurance company registered with the Insurance Regulatory and Development Authority; a provident fund with minimum corpus of Rs. 25.00 Crore; a pension fund with minimum corpus of Rs. 25.00 Crore rupees; National Investment Fund set up Page 6 of 363 Term Description by resolution No. F. No. 2/3/2005 - DDII dated November 23, 2005 of the Government of India published in the Gazette of India, insurance funds set up and managed by army, navy or air force of the Union of India and insurance funds set up and managed by the Department of Posts, India. Refund through electronic transfer Refund through ASBA process, as applicable of funds Registrar to the Issue, in this case being Sharex Dynamic (India) Private Limited having registered office at Unit-I, Luthra Ind. Registrar / Registrar to the Issue Premises, 1st Floor, 44-E, M Vasanti Marg, Andheri-Kurla Road, Safed Pool, Andheri (E), Mumbai – 400072 Individuals or companies registered with SEBI as "Trading Members" (except Syndicate/Sub-Syndicate Members) who hold valid membership of either BSE or NSE having right to trade in stocks listed on Stock Exchanges, through which investors can buy Registered Broker or sell securities listed on stock exchanges, a list of which is available on http://www.bseindia.com/members/MembershipDirectory.aspx & http://www.nseindia.com/membership/dynaContent/find_a_broker .html Individual Applicants, or minors applying through their natural Retail Individual Investor guardians, including HUFs (applying through their Karta), who apply for an amount less than or equal to Rs 2,00,000 The form used by the Applicants to modify the quantity of Equity Revision Form Shares in any of their Application Forms or any previous Revision Form(s) Shall mean a Banker to an Issue registered under SEBI (Bankers to an Issue) Regulations, 1994, as amended from time to time, and which offer the service of making Application/s Supported by SCSB/ Self Certified Syndicate Blocked Amount including blocking of bank account and a list of Banker which is available on http://www.sebi.gov.in/sebiweb/home/list/5/33/0/0/Recognised Intermediaries or at such other website as may be prescribed by SEBI from time to time The SME Platform of BSE for listing of Equity Shares offered SME Platform of BSE under Chapter XB of the SEBI (ICDR) Regulations which was approved by SEBI as an SME Exchange on September 27, 2011 Underwriter Pantomath Capital Advisors Private Limited The agreement dated March 15, 2016 entered into between the Underwriting Agreement Underwriter and our Company (i) Till Application / Issue closing date: All days other than a Saturday, Sunday or a public holiday; (ii) Post Application / Issue closing date and till the Listing of Working Day Equity Shares: All trading days of stock exchanges excluding Sundays and bank holidays in accordance with the SEBI circular no. SEBI/HO/CFD/DIL/CIR/P/2016/26 dated January 21, 2016 Page 7 of 363 Technical and Industry Related Terms Terms Description AC After Christ ARMs Additional Revenue Measures ASPIRE A scheme for Promoting Innovation and Rural Entrepreneurs BBB Better Business Bureaus BC Before Christ BSE Bombay Stock Exchange Sensex is an index; market indicator of the position of stock that is listed BSE SENSEX in the BSE (Bombay Stock Exchange) CAP Corrective Action Plan CGTMSE Credit Guarantee Trust Fund for Micro and Small Enterprises CLCSS Credit Linked Capital Subsidy Scheme CPI Consumer Price Index Credit Suisse Credit Suisse Business Analytics India CSO Central Statistics Office DoNER Development of North Eastern Region EMDEs Emerging Market and Developing Economies EMEs Emerging Market Economies FDI Foreign Direct Investment FPI Foreign Portfolio Investment FY Financial Year GDP Gross Domestic Product GST Goods and Services Tax GVA Gross Value Added HTC High Tech Computer Corporation IIMK Indian Institute of Management Kozhikode IIP Index of Industrial Production IMF International Monetary Fund JV Joint Venture MAT Minimum Alternative Tax M-o-M Month-On-Month MSECDP Micro and Small Enterprises- Cluster Development Programme MSMEs Micro, Small and Medium Enterprises MSMEs Micro, Small & Medium Enterprises MYEA Mid-Year Economic Analysis NITI The National Institution for Transforming India NMP National Manufacturing Policy OIL Oil India Limited ONGC Oil and Natural Gas Corporation PC Pay Commission Page 8 of 363 Terms Description PMEGP Prime Minister’s Employment Generation Programme PMMY Pradhan Mantri MUDRA Yojana PPP Purchasing Power Parity RIRI Rational Investor Ratings Index SFURTI Scheme of Fund for Regeneration of Traditional Industries SMEs Small And Medium Enterprises TADF Technology Acquisition and Development Fund UAM Udyog Aadhaar Memorandum UAN Udyog Aadhaar Number UP Uttar Pradesh US Fed United States Federal Reserve US$/ US dollar United States Dollar, the official currency of United States of America US/ U.S./ USA United States of America WEO World Economic Outlook WPI Wholesale Price Index Conventional and General Terms / Abbreviations Term Description A/C Account AGM Annual General Meeting AIF Alternative Investments Fund Accounting Standards as issued by the Institute of Chartered AS Accountants of India A.Y. Assessment Year BSE BSE Limited CAGR Compounded Annual Growth Rate CDSL Central Depository Services (India) Limited CFO Chief Financial Officer CMD Chairman and Managing Director CIN Corporate Identification Number Companies Act, 1956 (without reference to the provisions thereof that Companies Act have ceased to have effect upon notification of the Notified Sections) and the Companies Act, 2013. The Companies Act, 2013, to the extent in force pursuant to the Companies Act, 2013 notification of the notified sections NSDL and CDSL; Depositories registered with the SEBI under the Depositories Securities and Exchange Board of India (Depositories and Participants) Regulations, 1996, as amended from time to time Depositories Act The Depositories Act, 1996, as amended from time to time. DIN Director Identification Number DP Depository Participant DP ID Depository Participant’s Identity Earnings before interest, depreciation, tax, amortization and EBIDTA extraordinary items ECS Electronic Clearing Services Page 9 of 363