NOVUS GREEN ENERGY SYSTEMS LIMITED

DRAFT RED HERRING PROSPECTUSDated: December 31, 2018

Please read section 32 of the Companies Act, 2013Book Built Issue

NOVUS GREEN ENERGY SYSTEMS LIMITEDOur Company was incorporated as ‘Novus Green Energy Systems Private Limited’, a private limited company under the Companies Act, 1956, pursuant to a certificate of incorporation dated July 17, 2009 issued by the Registrar of Companies, Andhra Pradesh & Telangana (“RoC”). Thereafter, our Company was converted into a public limited company pursuant to a special resolution passed in the Extra Ordinary General Meeting of the Shareholders held on July 19, 2018 and consequently, the name of our Company was changed to ‘Novus Green Energy Systems Limited’, pursuant to a fresh certificate of incorporation issued by the RoC on August 02, 2018 bearing registration no. 064410. The corporate identity number of our Company is U40300TG2009PLC064410. For further details, see “History and Certain Corporate Matters” on page 156.

Registered Office: #100, Siddhi, 1st & 2nd Floor, P&T Colony, Trimulgherry Secunderabad Telangana-500015CIN: U40300TG2009PLC064410, Tel: 040-027743245; Fax: +(91)-040-40045515

Company Secretary and Compliance Officer: Mr. Sannapaneni SudheerWebsite: www.novusgreen.in, E-Mail: [email protected]

PROMOTERS OF THE COMPANY : MR. ANSHUMAN YENIGALLA AND MR. VENKATA RAVINDRA YENIGALLATHE ISSUE

INITIAL PUBLIC ISSUE OF UPTO 26,00,000 EQUITY SHARES OF FACE VALUE OF RS.10 EACH OF NOVUS GREEN ENERGY SYSTEMS LIMITED (THE “COMPANY” OR THE “ISSUER”) FOR CASH AT A PRICE OF RS. [●] PER EQUITY SHARE INCLUDING A SHARE PREMIUM OF RS. [●] PER EQUITY SHARE (THE “ISSUE PRICE”) AGGREGATING TO RS. [●] (“THE ISSUE”), OF WHICH [●] EQUITY SHARES OF FACE VALUE OF RS. [●] EACH FOR CASH AT A PRICE OF RS. [●] PER EQUITY SHARE INCLUDING A SHARE PREMIUM OF [●] PER EQUITY SHARE AGGREGATING TO RS. [●] WILL BE RESERVED FOR SUBSCRIPTION BY MARKET MAKER TO THE ISSUE (THE “MARKET MAKER RESERVATION PORTION”). THE ISSUE LESS THE MARKET MAKER RESERVATION PORTION i.e. NET ISSUE OF [●] EQUITY SHARES OF FACE VALUE OF 10 EACH AT A PRICE OF RS. [●] PER EQUITY SHARE AGGREGATING TO RS. [●] IS HEREIN AFTER REFERRED TO AS THE “NET ISSUE”. THE ISSUE AND THE NET ISSUE WILL CONSTITUTE [●] % AND [●] % RESPECTIVELY OF THE POST ISSUE PAID UP EQUITY SHARE CAPITAL OF OUR COMPANY.THE PRICE BAND AND THE MINIMUM BID LOT WILL BE DECIDED BY OUR COMPANY IN CONSULTATION WITH THE BOOK RUNNING LEAD MANAGERS (“BRLMS”) AND WILL BE ADVERTISED IN ALL INDIA EDITIONS (WIDELY CIRCULATED)OF ENGLISH NATIONAL DAILY NEWSPAPER[●],ALL INDIA EDITIONS OF (WIDELY CIRCULATED)HINDI NATIONAL DAILY NEWSPAPER) [●] AND [●] EDITIONS OF THE REGIONAL NEWSPAPER (WIDELY CIRCULATED), WHERE OUR REGISTERED OFFICE IS LOCATED) AT LEAST TWO WORKING DAYS PRIOR TO THE BID/ISSUE OPENING DATE WITH THE RELEVANT FINANCIAL RATIOS CALCULATED AT THE FLOOR PRICE AND THE CAP PRICE AND SHALL BE MADE AVAILABLE TO THE NATIONAL STOCK EXCHANGE OF INDIA LIMITED (“NSE”, OR THE “STOCK EXCHANGE”) FOR THE PURPOSES OF UPLOADING ON IT’S WEBSITES.THIS ISSUE IS BEING IN TERMS OF CHAPTER IX OF THE SEBI (ICDR) REGULATIONS, 2018 AS AMENDED FROM TIME TO TIME. For further details, see “Terms of the Issue” beginning on page 280 of this Draft Red Herring Prospectus.All the investors applying in a public issue shall use only Application Supported by Blocked Amount (ASBA) facility for making payment providing details about the bank account which will be blocked by the Self Certified Syndicate Banks (“SCSBs”) as per the SEBI circular CIR/CFD/POLICYCELL/11/2015 dated November 10, 2015. For further details, please refer to section titled “Issue Procedure” beginning on page 289 of this Draft Red Herring Prospectus. In case of delay, if any in refund, our Company shall pay interest on the application money at the rate of 15% per annum for the period of delay.

THE FACE VALUE OF THE EQUITY SHARES IS ` 10 EACH AND THE ISSUE PRICE IS [●] TIMES OF THE FACE VALUEIn case of a revision in the Price Band, the Bid/Offer Period will be extended for at least three additional Working Days after such revision of the Price Band subject to the Bid/Offer Period not exceeding a total of 10 Working Days. Any revision in the Price Band and the revised Bid/Offer Period, if applicable, will be widely disseminated by notification to the Stock Exchanges, by issuing a press release, and also by indicating the change on the websites of the BRLMs, and at the terminals of the members of the Syndicate.In terms of Rule 19(2)(b)(i) of the Securities Contracts (Regulation) Rules, 1957, as amended (the “SCRRs”), Issue is being made for at least 25% of the post-Issue paid-up Equity Share capital of our Company. The Issue is being made in accordance with Chapter IX of the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018, as amended from time to time (“SEBI (ICDR”) Regulations), wherein not more than 50.00% of the Net Issue shall be available for allocation on a proportionate basis to QIBs, provided that our Company, in consultation with the BRLM may allocate up to 60% of the QIB Portion to Anchor Investors on a discretionary basis. One-third of the Anchor Investor Portion shall be reserved for domestic Mutual Funds, subject to valid Bids being received from domestic Mutual Funds at or above the Anchor Investor Allocation Price. In the event of under-subscription in the Anchor Investor Portion, the remaining Equity Shares shall be added to the QIB Portion. 5% of the QIB Portion (excluding the Anchor Investor Portion) shall be available for allocation on a proportionate basis to Mutual Funds only, and the remainder of the QIB Portion (excluding Anchor Investor Portion) shall be available for allocation on a proportionate basis to all QIB Bidders, including Mutual Funds, subject to valid Bids being received at or above the Issue Price. Further, not less than 15.00% of the Issue will be available for allocation on a proportionate basis to Non-Institutional Investors and not less than 35.00% of the Issue will be available for allocation to Retail Individual Investors, in accordance with the SEBI (ICDR) Regulations, subject to valid Bids being received at or above the Issue Price. All investors (except Anchor Investors) shall participate in this Issue mandatorily through the Applications Supported by Blocked Amount (“ASBA”) process by providing details of their respective bank accounts which will be blocked by SCSBs. For details, refer “Issue Procedure” on page 289.

RISKS IN RELATION TO THE FIRST ISSUEThis being the first Public Issue of our Company, there has been no formal market for the securities of our Company. The face value of the shares is Rs.10.00 per Equity Shares and the Issue price is [●] times of the face value. The Issue Price (as determined by our Company in consultation with the Book Running Lead Manager) as stated in the chapter titled on “Basis for Issue Price” beginning on page 86 of the Draft Red Herring Prospectus 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 of our Company or regarding the price at which the Equity Shares will be traded after listing.

GENERAL RISKSInvestments 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 offering. 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 offered in the Issue have neither been recommended nor approved by Securities and Exchange Board of India nor does Securities and Exchange Board of India guarantee the accuracy or adequacy of this Draft Red Herring Prospectus. Specific attention of the investors is invited to the section titled “Risk Factors” beginning on page 22 of this Draft Red Herring Prospectus.

ISSUER’S ABSOLUTE RESPONSIBILITY The Issuer, having made all reasonable inquiries, accepts responsibility for and confirms that this Draft Red Herring Prospectus contains all information with regard to our Company and the Issue, which is material in the context of the Issue, that the information contained in this Draft Red Herring Prospectus is true and correct in all material aspects and is not misleading in any material respect, that the opinions and intentions expressed herein are honestly held and that there are no other facts, the omission of which makes this Draft Red Herring Prospectus as a whole or any of such information or the expression of any such opinions or intentions misleading in any material respect.

LISTINGThe Equity Shares offered through the Draft Red Herring Prospectus are proposed to be listed on SME Platform of NSE Emerge (“NSE SME”). In terms of the Chapter IX of the SEBI (ICDR) Regulations, 2018, as amended from time to time, our Company has received an observation letter dated [●] from NSE for using its name in this offer document for listing our shares on the SME Platform of NSE Emerge. For the purpose of this Issue, the designated Stock Exchange will be the NSE Emerge (“NSE”).

BOOK RUNNING LEAD MANAGER REGISTRAR TO THE ISSUECAPITALSQUARE ADVISORS PRIVATE LIMITED208, 2nd Floor, AARPEE Center, MIDC Road No 11, CTS 70, Andheri (E), Mumbai 400093 Maharashtra. IndiaTel: +91-22-66849999Fax: +91-22-66849998Website: www.capitalsquare.comEmail / Investor Grievance Id: [email protected] Person: Mr. Tanmoy Banerjee/Mr. Saket JainSEBI Registration No: INM000012219

BIG SHARE SERVICE PRIVATE LIMITEDAddress: 1st Floor, Bharti Tin Work Building, Opp Vasant Oasis, Makwana Road, Marol, Andheri (E) Mumbai: 400059Tel No: +91 020-62638200; Fax No: +91 022-62638299Website: www.bigshareonline.comEmail Id: [email protected] Grievance Id: [email protected] Person: Mr. Srinivas DornalaSEBI REGN NO: INR000001385

ISSUE PROGRAMMEISSUE OPENS ON: [●] ISSUE CLOSES ON: [●]

* Our Company in consultation with the BRLMs, may consider participation by the Anchor Investors, in accordance with the SEBI ICDR Regulations. The Anchor Investor Bidding Date shall be one Working Day prior to the Bid/Offer Opening Date.** Our Company in consultation with the BRLMs, may decide to close the Bid/Offer Period for QIBs one Working Day prior to the Bid/Offer Closing Date, in accordance with the SEBI ICDR Regulations.

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TABLE OF CONTENTS

SECTION I GENERAL ..................................................................................................................................... 2

DEFINATION AND ABBREVIATIONS................................................................................................ 2 PRESENTATION OF FINANCIAL, INDUSTRY AND MARKET DATA ........................................ 14 FORWARD LOOKING STATEMENT ................................................................................................. 16 SUMMARY OF OFFER DOCUMENT ................................................................................................. 17

SECTION II – RISK FACTORS ..................................................................................................................... 22

RISK FACTORS .................................................................................................................................... 22

SECTION III INTRODUCTION ..................................................................................................................... 44

THE ISSUE ............................................................................................................................................. 44 SUMMERY OF FINANCIAL INFORMATION ................................................................................... 46 GENERAL INFORMATION ................................................................................................................. 52 CAPITAL STRUCTURE ....................................................................................................................... 62 OBJECT OF THE ISSUE ....................................................................................................................... 77 BASIS FOR THE ISSUE PRICE ........................................................................................................... 83 STATEMENT OF TAX BENEFITS ...................................................................................................... 85

SECTION IV – ABOUT THE COMAPNY .................................................................................................... 87

OUR INDUSTRY ................................................................................................................................... 87 OUR BUSINESS .................................................................................................................................. 115 KEY INDUSTRY REGULATIONS AND POLICIES ........................................................................ 143 OUR HISTORY AND CERTAIN OTHER CORPORATE MATTERS ............................................. 152 SHAREHOLDERS’ AGREEMENTS AND OTHER AGREEMENT ................................................ 156 OUR MANAGEMENT ........................................................................................................................ 157 OUR PROMOTER AND PROMOTER GROUP ................................................................................ 171 DIVIDEND POLICY............................................................................................................................ 176

SECTION V FINANCIAL INFORMATION ............................................................................................... 177

FINANCIAL STATEMENTS AS RESTATED................................................................................... 177 OTHER FINANCIAL INFORMATION .............................................................................................. 232 CAPITALISATION STATEMENT ..................................................................................................... 233 MANAGEMENT DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION ....................... 234 AND RESULTS OF OPERATION ...................................................................................................... 234 FINANCIAL INDEBTEDNESS .......................................................................................................... 248

SECTION VI LEGAL AND OTHER INFORMATION .............................................................................. 251

OUTSTANDING LITIGATION AND MATERIAL DEVELOPMENTS .......................................... 251 GOVERNMENT AND OTHER APPROVALS .................................................................................. 255 OUR GROUP ENTITIES ..................................................................................................................... 260 OTHER REGULATORY AND STATUTORY DISCLOSURE ......................................................... 261

SECTION VII ISSUE INFORMATION ....................................................................................................... 275

TEMS OF THE ISSUE ......................................................................................................................... 275 ISSUE STRUCTURE ........................................................................................................................... 281 ISSUE PROCEDURE ........................................................................................................................... 284 RESTRICTION ON FOREIGN OWNERSHIP OF INDIAN SECURITIES ...................................... 329

SECTION VIII MAIN PROVISION OF ARTICLES OF ASSOCIATION ................................................. 330

SECTION IX OTHER INFORMATION ...................................................................................................... 349

MATERIAL CONTRACTS AND DOCUMENTS FOR INSPECTION ............................................. 349 DECLARATION .................................................................................................................................. 350

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SECTION I GENERAL

DEFINATION AND ABBREVIATIONS

Unless the context otherwise indicates or implies, the following terms shall have the meanings provided below in this

Draft Red Herring Prospectus, and references to any statute, regulation, rule, guidelines, circular, notification or

clarification or policies will include any amendments or re-enactments thereto, from time to time.

Notwithstanding the foregoing, terms in “Main Provisions of the Articles of Association”, “Statement of Tax Benefits”,

“Industry Overview”, “Basis for Issue Price”, “Key Regulations and Policies in India”, “Financial Information”,

“Outstanding Litigation and Other Material Developments” and “Part B” of “Issue Procedure”, Will have the

meaning ascribed to such terms in these respective sections.

In case of any inconsistency between the definitions given below and the definitions contained in the Conventional or

General Information Document (as defined below), the definitions given below shall prevail. The words and

expressions used but not defined in this Draft Red Herring Prospectus will have the same meaning as assigned to such

terms under the Companies Act 1956 (as superseded and substituted by notified provisions of the Companies Act,

2013), the SEBI Act, the SEBI ICDR Regulations, the SCRA, the Depositories Act and the rules and regulations made

thereunder.

CONVENTIONAL OR GENERAL TERMS

Terms Description

“NGESL”, “Our

Company”, “the Company”

or “the Issuer”

Novus Green Energy Systems Limited, a public limited company incorporated in

India under the Companies Act 1956 with its registered and corporate office located

at The registered office of our Company is situated at #100, Siddhi, 1st & 2nd Floor,

P&T Colony, Trimulgherry Secunderabad Telangana-500015. The Registered

Office of our Company has not changed since its incorporation.

“We”, “the”, “our” or “us” Unless the context otherwise indicates or implies, refers to our Company together

with its Subsidiaries

UPI Unified Payments Interface

ISSUE RELATED TERMS

Terms Description

AoA / Articles of

Association /Articles

The Articles of Association of our Company, as amended

Audit Committee The Audit Committee of our Board

Auditors/Joint Auditors The Statutory Auditors of our Company, being M/s. NSVR and Associates LLP,

Chartered Accountants.

Banker to our Company

HDFC Bank Limited, Union Bank of India and State Bank of India, as disclosed in

the section titled “General Information” beginning on page 52 of this Draft Red

Herring Prospectus.

Board/ Board of Directors The Board of Directors of our Company, or a duly constituted committee thereof

CIN Corporate Identification Number.

Chief Financial Officer/

CFO

The Chief Financial Officer of our Company being Mr. Srikrishna Saibabu

Nandiraju

Companies Act/Act Companies Act, 1956 and/ or the Companies Act, 2013, as amended from time to

time.

Corporate Office The corporate office of our Company located at the same address as our Registered

Office

CSR Committee The Corporate Social Responsibility committee of our Board

Director(s) Director(s) of Novus Green Energy Systems Limited unless otherwise specified

Depositories Act The Depositories Act, 1996, as amended from time to time

ED Executive Director

Equity Shares The Equity Shares of our Company of face value of ₹ 10 each

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Equity Shareholders Persons/ Entities holding Equity Shares of Our Company.

Equity Listing Agreement/

Listing Agreement

Unless the context specifies otherwise, this means the Equity Listing Agreement to

be signed between our company and the SME Platform of NSE EMERGE.

Our Group Entities Companies which are covered under the applicable accounting standards and such

other companies as considered material by our Board, as identified in “Our Group

Entities” on page 260.

Indian GAAP Generally Accepted Accounting Principles in India

KMP/ Key Management

Personnel

Key Management Personnel of our Company in terms of Regulation 2(1)(b)(b) of

the SEBI ICDR Regulations 2018 and Section 2(51) of the Companies Act, 2013

and as described in “Our Management - Key Management Personnel” on page 157

of this Draft Red Herring Prospectus.

Materiality Policy The policy adopted by our Board in its meeting dated December 14, 2018 for

determining (i) Our Group Entities; (ii) outstanding material litigation involving our

Company, Subsidiaries, Directors, Promoters and Our Group Entities; and (iii)

outstanding dues to creditors in respect of our Company, in terms of the SEBI ICDR

Regulations for the purposes of disclosure in the offer documents. For further details,

see “Our Group Entities” and “Outstanding Litigation and Material

Developments” on pages 260 and 251 respectively

MoA/Memorandum

of Association

The Memorandum of Association of our Company, as amended

NCDs Non-Convertible Debentures

Nomination and

Remuneration Committee

The Nomination and Remuneration committee of our Board

Peer Review Auditor Peer Review Auditor of Our Company being M/s. NSVR and Associates LLP,

Chartered Accountants.

Promoters The Promoters of our Company, namely Mr. Anshuman Yenigalla and Mr. Venkata

Ravindra Yenigalla For details, see “Our Promoters and Promoter Group”

beginning on page 171 of this Draft Red Herring Prospectus

Promoter Group Persons and entities constituting the Promoter group of our Company, pursuant to

Regulation 2(pp) of the SEBI ICDR Regulations and as disclosed in “Our Promoters

and Promoter Group” on page 171 of this Draft Red Herring Prospectus

Registered Office The registered office of our Company located at Suite 1, 2nd Floor, Siddhi 100, P&T

Colony, Tirumalagherry Secunderabad Telangana 500015 India.

Registrar of

Companies/RoC

Registrar of Companies, Hyderabad, Telangana. For further details, see “General

Information” on page 52 of this Draft Red Herring Prospectus

Restated Financial

Statements

Restated Standalone Financial Statements, collectively

Restated Standalone

Financial Statements

The restated standalone financial statements of our Company which comprises the

restated standalone balance sheet, the restated standalone profit and loss and the

restated standalone cash flow statement as at and for the years ended 30 September

2018, March 31, 2018, March 31, 2017 and March 31, 2016 together with the

annexures and the notes thereto, which have been prepared in accordance with

Section 133 of the Companies Act, 2013.

Shareholders The Holders of the Equity Shares of our Company from time to time

Stakeholders Relationship

Committee

The Stakeholders Relationship Committee of our Board

Subsidiaries The Subsidiaries of our Company as disclosed in “Our History and Certain Other

Corporate Matters – Our Subsidiaries” from page 152 of this Draft Red Herring

Prospectus.

Specified Security Specified Security means Equity Shares.

ISSUER 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.

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Term Description

Allot/ Allotment/ Allotted of

Equity Shares

Unless the context otherwise requires, allotment of the Equity Shares pursuant to the

transfer of the respective portion of the Issued Shares by Company pursuant to the

Issue of the Equity Shares to the successful Bidders.

Allocation/ Allotment of

Equity Shares The transfer of the Equity Shares pursuant to the Issue to the successful Bidders.

Allotment Advice

Note or advice or intimation of Allotment sent to the Applicants who have been

allotted Equity Shares after the Basis of Allotment has been approved by the

Designated Stock Exchanges.

Allottee (s) A successful bidder (s) to whom the Equity Shares are being/ have been issued

/allotted.

Anchor Escrow Account

Account opened with Escrow Collection Bank for the Issue and in whose favour the

Anchor Investors will transfer money through direct credit or NEFT or RTGS in

respect of the Bid Amount when submitting a Bid

Anchor Investor

A Qualified Institutional Buyer, applying under the Anchor Investor Portion in

accordance with the requirements specified in the SEBI ICDR Regulations and the

Red Herring Prospectus

Anchor Investor Allocation

Price

The price at which Equity Shares will be allocated to Anchor Investors according to

the terms of the Draft Red Herring Prospectus, which will be decided by our Company

in consultation with the BRLM during the Anchor Investor Bid/Offer Period

Anchor Investor

Application Form

The form used by an Anchor Investor to make a Bid in the Anchor Investor Portion

and which will be considered as an application for allotment in terms of the Draft Red

Herring Prospectus, Red Herring Prospectus and Prospectus.

Anchor Investor Bidding

Date

The date one Working Day prior to the Bid/Issue Opening Date on which Bids by

Anchor Investors shall be submitted and allocation to the Anchor Investors shall be

completed.

Anchor Investor Issue Price

The final price at which the Equity Shares will be Allotted to Anchor Investors in

terms of the Draft Red Herring Prospectus, Red Herring Prospectus and the

Prospectus, which will be a price 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 Category, which may be allocated by our Company, in

consultation with the BRLMs, to Anchor Investors, on a discretionary basis, in

accordance with SEBI ICDR Regulations. One-third of the Anchor Investor Portion

is reserved for domestic Mutual Funds, subject to valid Bids being received from

domestic Mutual Funds at or above the price at which allocation is made to Anchor

Investors

Application Supported by

Blocked Amount / ASBA

An application, whether physical or electronic, used by all Bidders to make an

application authorizing a SCSB to block the application amount in the ASBA Account

maintained with the SCSB.

ASBA Account Account maintained by ASBA bidders/ Investors with a SCSB which will be blocked

by such SCSB to the extent of the Application Amount of the ASBA Bidder/ Investor.

ASBA Bid A Bid made by an ASBA Bidder.

ASBA Bidder(s)

Any Bidder in the Issue who intends to submit a Bid.

ASBA Form

An application form, whether physical or electronic, used by ASBA Bidders which

will be considered as the application for Allotment in terms of the Draft Red Herring

Prospectus, Red Herring Prospectus and the Prospectus

Basis of Allotment

The basis on which the Equity Shares will be Allotted as described in the section titled

“Issue Procedure” - Basis of Allotment beginning on page 284 of this Draft Red

Herring Prospectus.

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Term Description

Bid(s)

An indication to make an Issue during the Bid/ Issue Period by a Bidder pursuant to

submission of the Bid cum Application Form to subscribe for or purchase our Equity

Shares of our Company at a price within the Price Band, including all revisions and

modifications thereto, to the extent permissible under SEBI ICDR Regulations. The

term “Bidding” shall be construed accordingly

Bid Amount The highest value of the optional Bids as indicated in the Bid-cum-Application Form

and payable by the Bidder upon submission of the Bid in this Issue.

Bid Cum Application Form

The form in terms of which the Bidder shall make a Bid and which shall be considered

as the application for the Allotment pursuant to the terms of the Draft Red Herring

Prospectus, Red Herring Prospectus and the Prospectus.

Bid Lot [●] Equity Shares

Bid/Issue Closing Date

The date on which the Designated Intermediaries shall not accept Bids for the Issue,

which shall be published by our Company in all editions of [●] (a widely circulated

English national newspaper) and all editions of [●] (a widely circulated Hindi national

newspaper, and the [●] edition of [●] (a widely circulated regional language in the

place where our Registered office is located).

In case of any revisions, the extended Bid/Offer Closing Date shall also be notified

on the websites and terminals of the Syndicate Members, as required under the SEBI

ICDR Regulations. Our Company in consultation with the BRLMs, consider closing

the Bid/Offer Period for the QIB Category one Working Day prior to the Bid/Offer

Closing Date in accordance with the SEBI ICDR Regulations.

Bid/ Issue Opening Date

The date on which the Designated Intermediaries shall start accepting Bids for the

Issue, which shall be published by our Company in all edition of [●] (a widely

circulated English national newspaper) and all editions of [●] (a widely circulated

Hindi national newspaper and the [●] edition of [●] (a widely circulated regional

language in the place where our Registered is located)

Bid/Issue Period

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 in accordance with the SEBI ICDR Regulations.

Bidding Centers

Centers at which the Designated Intermediaries shall accept the Bid cum Application

Forms, i.e., Designated SCSB Branch for SCSBs, Specified Locations for Syndicate,

Broker Centres for Registered Brokers, Designated RTA Locations for RTAs and

Designated CDP Locations for CDPs

Book Building Process/

Book Building Method

The book building route as provided under Schedule XIII of the SEBI (ICDR)

Regulations, 2018, in terms of which this Issue is being made.

Broker Centres

Broker centres notified by the Stock Exchanges, where the Bidders can submit the

Application Forms to a Registered Broker.

The details of such broker centres, along with the names and contact details of the

Registered Brokers, are available on the website of the NSE on the following link:-

www.nseemerge.com

BRLM / Book Running

Lead Manager

Book Running Lead Manager to the Issue, in this case being Capital Square Advisors

Pvt. Ltd.

Business Day Monday to Friday (except public holidays)

CAN or Confirmation of

Allocation Note

The note or advice or intimation sent to each successful Applicant indicating the

Equity Shares which will be Allotted, after approval of Basis of Allotment by the

Designated Stock Exchange.

Cap Price The higher end of the Price Band, in this case being [●] per Equity Share above which

the Issue Price will not be finalized and above which no Bids will be accepted

Client ID Client Identification Number maintained with one of the Depositories in relation to

demat account

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Term Description

Collecting Depository

Participant or CDP

A depository participant as defined under the Depositories Act, 1996, registered with

SEBI and who is eligible to procure Applications at the Designated CDP Locations

in terms of circular no. CIR/CFD/POLICYCELL/11/2015 dated November 10, 2015

issued by SEBI.

Controlling Branches of

SCSBs

Such branches of the SCSBs which co-ordinate Applications under this Issue made

by the Bidders with the Book Running Lead Manager, the Registrar to the Issue and

the Stock Exchanges, a list of which is provided on

http://www.sebi.gov.in/sebiweb/home/detail/32931/yes/List-of-Self-Certified-

Syndicate-Banks-SCSBsfor- Syndicate-ASBA.

Cut-off Price

Offer Price, finalised by our Company in consultation with the BRLMs, which shall

be any price within the Price Band Only Retail Individual Bidders are entitled to Bid

at the Cut-off Price. QIBs and Non- Institutional Bidders are not entitled to Bid at the

Cut-off Price

Demographic Details The demographic details of the Bidders such as their Address, PAN, Occupation and

Bank Account details.

Designated Intermediaries

/Collecting Agent

Syndicate Members, Sub-Syndicate/Agents, SCSBs, Registered Brokers, Brokers,

the CDPs and RTAs, who are authorized to collect Application Forms from the

Bidders, in relation to the Issue

Depository/ Depositories A depository registered with SEBI under the SEBI (Depositories and Participant)

Regulations, 1996 as amended from time to time, being NSDL and CDSL.

Depository Participant/DP A depository participant as defined under the Depositories Act, 1966.

Designated SCSB Branches

Such branches of the SCSBs which shall collect the ASBA Application Form from

the ASBA Applicant and a list of which is available on the website of SEBI at

http://www.sebi.gov.in/sebiweb/other/OtherAction.do?doRecognised=yes

Syndicate-ASBA or at such other website as may be prescribed by SEBI from time

to time.

Designated CDP Locations

Such locations of the CDPs where Applicant can submit the Application Forms to

Collecting Depository Participants.

The details of such Designated CDP Locations, along with names and contact details

of the Collecting Depository Participants eligible to accept Application Forms are

available on the websites of the Stock Exchange i.e. www.bseindia.com and

www.nseemerge.com

Designated RTA Locations

Such locations of the RTAs where Applicant can submit the Application Forms to

RTAs.


of the Collecting Depository Participants eligible to accept Application Forms are

available on the websites of the Stock Exchange i.e. www.nseemerge.com

Designated Date

The date on which funds are transferred from the Escrow Account and the amounts

blocked by the SCSBs are transferred from the ASBA Accounts, as the case may be,

to the Public Offer Account or the Refund Account, as appropriate, in terms of the

Red Herring Prospectus and the Prospectus, following which the Board may Allot

Equity Shares to successful Bidders in the Offer.

Draft Red Herring

Prospectus “ DRHP”

This draft red herring prospectus dated December 31,2018 issued in accordance with

the SEBI ICDR Regulations, which does not contain complete particulars of the price

at which the Equity Shares will be Allotted and the size of the Offer including any

addenda or corrigenda thereto

Designated Market Maker [●]

Designated Stock Exchange SME Platform of NSE EMERGE.

Eligible NRI(s) NRI(s) from such jurisdiction outside India where it is not unlawful to make an Issue

or invitation under the Issue and in relation to whom this Draft Red Herring

http://www.sebi.gov.in/sebiweb/home/detail/32931/yes/List-of-Self-Certified-Syndicate-Banks-SCSBsfor-



http://www.nseemerge.com/

7

Term Description

Prospectus constitutes an invitation to subscribe for the Equity Shares Issued herein

on the basis of the terms thereof.

Escrow Account

Account opened with the Escrow Collection Bank(s) and in whose favour the Anchor

Investors will transfer money through direct credit/NEFT/RTGS in respect of the Bid

Amount when submitting a Bid

Escrow Agreement

Agreement dated [●], entered into among our Company, the Registrar to the Issue,

the BRLMs, Escrow Collection Bank(s), Public Issue Bank and Refund Bank, among

others, for collection of the Bid Amounts from Anchor Investors and transfer of funds

from the Public Issue Account and where applicable remitting refunds, if any, to the

Anchor Investors, on the terms and conditions thereof

Escrow Collection Bank(s)

The bank(s) which is/are clearing members and are registered with the SEBI as an

escrow bank, with whom the Anchor Escrow Accounts in relation to the Issue for

Bids by Anchor Investors will be opened, in this case being [●].

First Bidder

Bidder whose name shall be mentioned in the Bid cum Application Form or the

Revision Form and in case of joint Bids, whose name shall also appear as the first

holder of the beneficiary account held in joint names

Floor Price

The lower end of the Price Band, and any revisions thereof, at or above which the

issue Price and the Anchor Investor Issue Price will be finalized and below which no

Bids will be accepted and which shall not be less than the face value of the Equity

Shares

FII / Foreign Institutional

Investors

Foreign Institutional Investor (as defined under SEBI (Foreign Institutional Investors)

Regulations, 1995, as amended) registered with SEBI under applicable laws in India.

General Information

Document

The General Information Document for investing in public issues prepared and issued

in accordance with the Circular (CIR/CFD/DIL/12/2013) dated October 23, 2013,

notified by SEBI read with SEBI Circular dated November 10, 2015 and bearing

Reference No. CIR/CFD/POLICYCELL/11/2015 which shall be applicable for all

public issues opening on or after January 01, 2016, all the investors can apply through

ASBA process.

ICDS Income Computation and Disclosures Standards

Issue Agreement The agreement dated December 27, 2018 entered into among our Company and the

BRLMs, pursuant to which certain arrangements are agreed to in relation to the Issue

Issue Price

The final price within the Price Band at which Offered Shares will be Allotted to

successful Bidders in terms of this Draft Red Herring Prospectus, Red Herring

Prospectus and Prospectus.

Issue Proceeds

The proceeds of the Issue as stipulated by the Company. For further information about

use of the Issue Proceeds please refer to section titled “Objects of the Issue”

beginning on page 77 of this Draft Red Herring Prospectus.

Market Maker Member Brokers of NSE who are specifically registered as Market Makers with the

NSE EMERGE Platform. In our case, [●] are the Market Maker to the Issue.

Market Making Agreement The Market Making Agreement dated [●] between our Company, [●].

Market Maker Reservation

Portion

The reserved portion of upto [●] Equity Shares of ₹10.00 each at an Issue Price of ₹

[●] each to be subscribed by Market Maker.

Mutual Fund(s) Mutual fund (s) registered with SEBI pursuant to the SEBI (Mutual Funds)

Regulations, 1996, as amended.

Minimum Promoters’

Contribution

Aggregate of [] of the fully diluted post-Issue Equity Share capital of our Company

held by our Promoters which shall be provided towards minimum promoters’

contribution and locked-in for a period of three years from the date of Allotment

Monitoring Agency N.A

Net Issue The Issue (excluding the Market Maker Reservation Portion) of up to [] equity shares

of face value ₹10.00 each of Novus Green Energy Systems Limited for cash at a price

8

Term Description

of [●] per Equity Share (the “Issue Price”), including a share premium of ₹ [●] per

equity share aggregating up to ₹ [●] Lakh.

Net Proceeds The Issue Proceeds, less the Issue related expenses, received by the Company.

Net QIB Portion The QIB Category less the number of Equity Shares Allotted to Anchor Investors

NSE EMERGE The SME platform of NSE EMERGE, approved by SEBI as an SME Exchange for

listing of equity shares issued under Chapter IX of the SEBI ICDR Regulations

Non Institutional Investors

or NIIs

All Bidders, including sub-accounts of FIIs registered with SEBI which are foreign

corporate or foreign individuals, that are not QIBs or Retail Individual Investors and

who have applied for Equity Shares for an amount of more than ₹ 2 Lakh (but not

including NRIs other than Eligible NRIs)

Overseas Corporate Body /

OCB

Overseas Corporate Body means and includes an entity defined in clause (xi) of

Regulation 2 of the Foreign Exchange Management (Withdrawal of General

Permission to Overseas Corporate Bodies (OCB’s) Regulations 2003 and which was

in existence on the date of the commencement of these Regulations and immediately

prior to such commencement was eligible to undertake transactions pursuant to the

general permission granted under the Regulations. OCBs are not allowed to invest in

this Issue.

Other Investors

Investors other than Retail Individual Investors. These include individual Bidders

other than retail individual investors and other investors including corporate bodies

or institutions irrespective of the number of specified securities applied for.

Payment through electronic

means Payment through NECS, NEFT, or Direct Credit, as applicable.

Prospectus

The Prospectus to be filed with the RoC 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

Price Band

Price band of the Floor Price of ₹ [●] and a Cap Price of ₹ [●], including any

revisions thereof. The Price Band and the minimum Bid Lot size for the Issue will be

decided by our Company, in consultation with the BRLMs, and advertised in [●]

editions of [●], a widely circulated English national daily newspaper and [●]

editions of [●] (a widely circulated Hindi national daily newspaper, Hindi also being

the regional language in the place where our Registered Office is located) at least two

Working Days prior to the Bid/Issue Opening Date, with the relevant financial ratios

calculated at the Floor Price and at the Cap Price and shall be made available to the

Stock Exchanges for the purpose of uploading on their websites

Pricing Date The date on which our Company, in consultation with the BRLMs, shall finalize the

Issue Price

Person/ Persons

Any individual, sole proprietorship, unincorporated association, unincorporated

organization, body corporate, corporation, company, partnership, limited liability

company, joint venture, or 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.

Public Issue Account

The Bank Account opened with the Banker(s) to this Issue [●] under Section 40 of

the Companies Act, 2013 to receive monies from the SCSBs from the bank accounts

of the ASBA Bidders on the Designated Date.

Pre-IPO Placement

Placement of Equity Shares to certain investors post filing of this Draft Red Herring

Prospectus with SEBI but prior to filing of the Red Herring Prospectus with the RoC,

subject to such terms and conditions as disclosed in this Draft Red Herring

Prospectus.

9

Term Description

Qualified Institutional

Buyers or QIBs

A qualified institutional buyer as defined under Regulation 2(1)(ss) of the SEBI ICDR

Regulations.

Red Herring Prospectus or

RHP

The Red Herring Prospectus to be issued in accordance with Section 32 of the

Companies Act 2013 and the SEBI ICDR Regulations, which will not have complete

particulars of the price at which the Equity Shares shall be Allotted and which shall

be registered with the RoC at least three days before the Bid/ Issue Opening Date and

will become the Prospectus after filing with the RoC after the Pricing Date, including

any addenda or corrigendum thereto.

Refund Account(s) Account(s) opened with the Refund Bank from which refunds, if any, of the whole or

part of the Bid Amount shall be made to Anchor Investors

Refund Bank(s) The Escrow Collection Bank with whom the Refund Account(s) will be opened, in

this case being [●]

Registered Brokers Stock brokers registered with the stock exchanges having nationwide terminals, other

than the Members of the Syndicate.

Retail Discount

A discount of up to ₹ [●] on the Issue Price available to Retail Individual Investors

by our Company, in consultation with the Book Running Lead Managers, at the time

of making a Bid. The Price Band, Retail Discount, if any, and minimum Bid lot

decided by our Company in consultation with the BRLMs, and advertised in [●]

editions of [●], a widely circulated English national daily newspaper and [●]

editions of [●] (a widely circulated Hindi national daily newspaper, Hindi also being

the regional language in the place where our Registered Office is located) , at least

five Working Days prior to the Bid/Issue Opening Date and shall be made available

to the Stock Exchanges for the purpose of uploading on their website.

Registrar and Share Transfer

Agents or RTAs

Registrar and share transfer agents registered with SEBI and eligible to procure

Applications at the Designated RTA Locations in terms of circular no.

CIR/CFD/POLICYCELL/11/2015 dated November 10, 2015 issued by SEBI

Registrar / Registrar to this

Issue /RTI Registrar to the Issue being Big Share Services Private Limited.

Registrar Agreement

The agreement dated December 26, 2018 entered into between our Company and the

Registrar to the Issue in relation to the responsibilities and obligations of the Registrar

pertaining to the Issue.

Revision Form

The form used by the Bidders to modify the quantity of Equity Shares or the Bid

Amount in any of their Bid cum Application Forms or any previous Revision Form(s),

as applicable. QIBs bidding in the QIB Portion and NIIs bidding in the Non-

Institutional Portion are not permitted to withdraw their Bid(s) or lower the size of

their Bid(s) (in terms of quantity of Equity Shares or the Bid Amount) at any stage.

Reserved Category/

Categories Categories of persons eligible for making application under reservation portion.

Retail Individual

Investors/RIIs

Individual Bidders or minors applying through their natural guardians, (including

HUFs in the name of Karta and Eligible NRIs) who have applied for an amount less

than or equal to ₹ 2 Lakh in this Issue.

SEBI ICDR Regulations or

SEBI (ICDR) Regulations

Securities and Exchange Board of India (Issue of Capital and Disclosure

Requirements) Regulations, 2018 as amended from time to time

Self-Certified Syndicate

Bank(s) or SCSB(s)

Banks registered with SEBI, Issuing services in relation to ASBA, a list of which is

available on the website of SEBI at


Syndicate-ASBA.

Specified Locations The Bidding centres where the Syndicate accepted ASBA Forms from Bidders.

SME Exchange The SME Platform of the NSE i.e. NSE EMERGE.


10

Term Description

SME Platform

The SME Platform of NSE i.e. NSE EMERGE for listing equity shares Issued under

Chapter IX of the SEBI ICDR Regulation which was approved by SEBI as an SME

Exchange.

Syndicate Agreement

The agreement to be entered into among the members of the Syndicate, our Company

in relation to the collection of Bids in the Issue (other than Bids directly submitted to

the SCSBs under the ASBA process or to Registered Brokers at the Broker Centres)

Syndicate Members

Intermediaries registered with SEBI and permitted to carry out activities as an

underwriter, in this case being [●]

Syndicate or members of the

Syndicate

Collectively, the BRLM and the Syndicate Members

Underwriters Capital Square Advisors Private Limited and [●]

Underwriting Agreement The agreement between our Company and the Underwriters, to be entered into on or

after the Pricing Date.

Working Days

All days, other than second and fourth Saturday of a month, Sunday or a public

holiday, on which commercial banks in Mumbai are open for business; provided

however, with reference to (a) announcement of Price Band; and (b) Bid/ Issue

Period, “Working Day” shall mean all days, excluding all Saturdays, Sundays and

public holidays, on which commercial banks in Mumbai are open for business; (c)

the time period between the Bid/ Issue Closing Date and the listing of the Equity

Shares on the Stock Exchanges, “Working Day” shall mean all trading days of Stock

Exchanges, excluding Sundays and bank holidays, as per the SEBI Circular

SEBI/HO/CFD/DIL/CIR/P/2016/26 dated January 21, 2016

WTD Whole Time Director

INDUSTRY RELATED TERMS

AJAY Atal Jyoti Yojna

ASSOCHAM The Associated Chambers of Commerce and Industry of India

AT & C Aggregate Technical & Commercial

CCEA Cabinet Committee on Economic Affairs

CEA Central Electricity Authority

CEIG Chief Electrical Inspector to Government

CERC Central Electricity Regulatory Commission

CSO Central Statistics Organisation

DISCOMS Distribution Companies

EESL Energy Efficiency Services Limited

EPC Engineering, Procurement and Construction

FiTs Feed in Tariffs

GBI Generation Based Incentives

GDP Gross Domestic Product

GIIN Global Impact Investing Network's

GUVNL Gujarat Urja Vikas Nigam Limited

GW Gigawatt

IIP Index of Industrial Production

IMF International Monetary Fund

ILO International Labour Organisation

IREDA Indian Renewable Energy Development Agency

ISTS Inter State Transmission Systems

JNNSM Jawaharlal Nehru National Solar Mission

11

MW Megawatt

MNRE Ministry of New and Renewable Energy

MPLADS Member of Parliament Local Area Development Scheme

NAPCC National Action Plan on Climate Change

NASSCOM The National Association of Software and Services Companies

NBMMP National Biogas and Manure Management Programme

NSM National Solar Mission

NTP National Tariff Policy

NUHF National Urban Housing Fund

NVVN NTPC Vidhut Vyapar Nigam Limited

OFB Ordnance Factory Boards

PMC Project Management Consultancy

REC Renewable Energy Certificate

RGO Renewable Generation Obligation

RPO Renewable Purchase Obligation

RPSSGP Rooftop PV and Small Solar Power Generation Programme

SECI Solar Energy Corporation of India

SERCs State Electricity Regulatory Commissions

ULBs Urban Local Bodies

WTO World trade Organization

SPV Solar PhotoVolatic

Technical / Industry Related Terms

Term Description

AC Alternating Current

AD Accelerated Depreciation

Air Act Air Prevention and Control of Pollution Act, 1981

CEA Central Electricity Authority

DC Direct current

DP Depository Participant

DP ID Depository Participant’s Identity number.

Electricity Act Electricity Act, 2003

EPC Engineering, Procurement and Construction

EPF Employees’ Provident Fund and Miscellaneous Provisions Act, 1952

IMF International Monetary Fund

IREA International Renewable Agency

MD Managing Director

MNRE Ministry of New and Renewable Energy

MW Mega Watts-

NSM National Solar Mission

SECI Solar Energy Corporation of India Limited

UDAY Ujwal Discom Assurance Yojana

FPIs A foreign portfolio investor who has been registered pursuant to the SEBI FPI

Regulations

FVCI

Foreign Venture Capital Investors (as defined under the Securities and Exchange

Board of India (Foreign Venture Capital Investors) Regulations, 2000) registered

with SEBI

GAAR General Anti-Avoidance Rules


GoI Government of India

GST Goods and Service Tax

HUF(s) Hindu Undivided Family(ies)

IAS Rules The Companies (Indian Accounting Standards) Rules, 2015

ICAI Institute of Chartered Accountants of India

12

IFRS International Financial Reporting Standards

IFSC Indian Financial System Code

Income Tax Act Income Tax Act, 1961

Ind AS

The Indian Accounting Standards referred to in the Companies (Indian Accounting

Standard) Rules, 2015

INR or Rupee or ₹ or Rs. Indian Rupee, the official currency of the Republic of India

MCA Ministry of Corporate Affairs, GoI

Notified Sections

The sections of the Companies Act, 2013 that have been notified by the MCA and

are currently in Effect

NSE National Stock Exchange of India Limited

P/E Ratio Price/Earnings Ratio

Payment of Bonus Act Payment of Bonus Act, 1965

Payment of Gratuity Act Payment of Gratuity Act, 1972

SEBI Securities and Exchange Board of India constituted under the SEBI Act

SEBI Act Securities and Exchange Board of India Act, 1992

SEBI FPI Regulations Securities and Exchange Board of India (Foreign Portfolio Investors) Regulations,

2014

SEBI FVCI Regulations Securities and Exchange Board of India (Foreign Venture Capital Investors)

Regulations, 2000

SEBI ICDR Regulations


Requirements) Regulations, 2018

Takeover Regulations

Securities and Exchange Board of India (Substantial Acquisition of Shares and

Takeovers) Regulations, 2011

Trademarks Act Trademarks Act, 1999

U.S. GAAP Generally Accepted Accounting Principles in the United State of America

USD/ US Dollar United States Dollar, the official currency of the United States of America

USA/ U.S./

US United States of America, its territories and possessions, any state of the United

States of America and the District of Columbia

VAT Value Added Tax

Wilful Defaulter(s) Wilful Defaulter as defined under Regulation 2(1)(lll) of the SEBI ICDR Regulations

ABBREVIATIONS

Term Description

AIF Alternative Investment Funds

Category III FPIs

FPIs registered as category III FPIs under the SEBI FPI Regulations, which shall

include all other FPIs not eligible under category I and II foreign portfolio investors,

such as endowments, charitable societies, charitable trusts, foundations, corporate

bodies, trusts, individuals and family office

Consolidated FDI Policy

The consolidated FDI Policy, effective from August 28, 2017, issued by the

Department of Industrial Policy and Promotion, Ministry of Commerce and Industry,

Government of India, and any modifications thereto or substitutions thereof, issued

from time to time

CRISIL CRISIL Limited

Depositories Act The Depositories Act, 1996

EBITDA Earnings Before Interest, Tax, Depreciation and Amortization

ED Executive Director

EPS Earnings per share

ESI Act Employees’ State Insurance Act, 1948

Euro Euro, the official single currency of the participating member states of the European

Economic and Monetary Union of the Treaty establishing the European Community

Factories Act Factories Act, 1948

FCNR Account Foreign Currency Non Resident (Bank) account established in accordance with the

FEMA

FDI Foreign direct investment

Financial Year/Fiscal

The period of 12 months commencing on April 1 of the immediately preceding

calendar year and ending on March 31 of that particular calendar year

13

FPIs A foreign portfolio investor who has been registered pursuant to the SEBI FPI

Regulations

FVCI

Foreign Venture Capital Investors (as defined under the Securities and Exchange

Board of India (Foreign Venture Capital Investors) Regulations, 2000) registered

with SEBI

GAAR General Anti-Avoidance Rules


GoI Government of India

GST Goods and Service Tax

HUF(s) Hindu Undivided Family(ies)

IAS Rules The Companies (Indian Accounting Standards) Rules, 2015

ICAI Institute of Chartered Accountants of India

IFRS International Financial Reporting Standards

IFSC Indian Financial System Code

Income Tax Act Income Tax Act, 1961

Ind AS

The Indian Accounting Standards referred to in the Companies (Indian Accounting

Standard) Rules, 2015

INR or Rupee or ₹ or Rs. Indian Rupee, the official currency of the Republic of India

MCA Ministry of Corporate Affairs, GoI

Notified Sections

The sections of the Companies Act, 2013 that have been notified by the MCA and

are currently in Effect

NSE National Stock Exchange of India Limited

P/E Ratio Price/Earnings Ratio

Payment of Bonus Act Payment of Bonus Act, 1965

Payment of Gratuity Act Payment of Gratuity Act, 1972

SEBI Securities and Exchange Board of India constituted under the SEBI Act

SEBI Act Securities and Exchange Board of India Act, 1992

SEBI FPI Regulations Securities and Exchange Board of India (Foreign Portfolio Investors) Regulations,

2014

SEBI FVCI Regulations Securities and Exchange Board of India (Foreign Venture Capital Investors)

Regulations, 2000

SEBI ICDR Regulations



Takeover Regulations

Securities and Exchange Board of India (Substantial Acquisition of Shares and

Takeovers) Regulations, 2011

Trademarks Act Trademarks Act, 1999

U.S. GAAP Generally Accepted Accounting Principles in the United State of America

USD/ US Dollar United States Dollar, the official currency of the United States of America

USA/ U.S./

US United States of America, its territories and possessions, any state of the United

States of America and the District of Columbia

VAT Value Added Tax

Wilful Defaulter(s) Wilful Defaulter as defined under Regulation 2(1)(lll) of the SEBI ICDR Regulations

14

PRESENTATION OF FINANCIAL, INDUSTRY AND MARKET DATA

In this Draft Red Herring Prospectus, the terms “we”, “us”, “our”, the “Company”, “our Company”, “Novus Green

Energy Systems Limited” and “NGESL”, unless the context otherwise indicates or implies, refers to Novus Green

Energy Systems Limited.

Certain Conventions

All references in this Draft Red Herring Prospectus to “India” are to the Republic of India. All references in this Draft

Red Herring Prospectus to the “U.S.”, “USA” or “United States” are to the United States of America.

Financial Data

Unless stated otherwise, the financial data in this Draft Red Herring Prospectus is derived from our audited financial

statements for the financial years ended March 31, 2016, 2017, 2018 and for stub period September 30, 2018 prepared

in accordance with Indian GAAP, the Companies Act and restated in accordance with the SEBI (ICDR) Regulations

and the Indian GAAP which are included in this Draft Red Herring Prospectus, and set out in “Financial Statements

as Restated” on page 177 of this Draft Red Herring Prospectus.

Our Company’s financial year commences on April 1 of the immediately preceding calendar year and ends on March

31 of that particular calendar year, so all references to a particular financial year are to the 12 month period

commencing on April 1 of the immediately preceding calendar year and ending on March 31 of that particular calendar

year.

There are significant differences between the Indian GAAP, the International Financial Reporting Standards (the

“IFRS”) and the Generally Accepted Accounting Principles in the United States of America (the “U.S. GAAP”).

Accordingly, the degree to which the financial statements included in this Draft Red Herring Prospectus will provide

meaningful information is entirely dependent on the reader’s level of familiarity with Indian accounting practices.

Any reliance by persons not familiar with Indian accounting practices, the Indian GAAP, the Companies Act and the

SEBI (ICDR) Regulations on the financial disclosures presented in this Draft Red Herring Prospectus should

accordingly be limited. We have not attempted to quantify the impact of the IFRS or the U.S. GAAP on the financial

data included in this Draft Red Herring Prospectus, nor do we provide a reconciliation of our financial statements to

those under the U.S. GAAP or the IFRS and we urge you to consult your own advisors regarding such differences and

their impact on our financial data.

Certain figures contained in this Draft Red Herring Prospectus, including financial information, have been subject to

rounding adjustments. All decimals have been rounded off to two decimal points, except for figures in percentage. In

certain instances, (i) the sum or percentage change of such numbers may not conform exactly to the total figure given;

and (ii) the sum of the numbers in a column or row in certain tables may not conform exactly to the total figure given

for that column or row. However, where any figures that may have been sourced from third-party industry sources are

rounded off to other than two decimal points in their respective sources, such figures appear in this Draft Red Herring

Prospectus as rounded-off to such number of decimal points as provided in such respective sources.

Currency and units of presentation

In this Draft Red Herring Prospectus, unless the context otherwise requires, all references to (a) ‘Rupees’ or ‘’ or ‘Rs.’

or ‘INR’ are to Indian rupees, the official currency of the Republic of India; (b) ‘US Dollars’ or ‘US$’ or ‘USD’ or

‘$’ are to United States Dollars, the official currency of the United States of America. All references to the word

‘Lakh’ or ‘Lac’ or ‘Lacs’, means ‘One hundred thousand’ and the word ‘Million’ means ‘Ten lakhs’ and the word

‘Crore’ means ‘Ten Million’ and the word ‘Billion’ means ‘One Thousand Million’.

Any percentage amounts, as set forth in “Risk Factors”, “Our Business”, “Management's Discussion and Analysis of

Financial Conditions and Results of Operations” and elsewhere in this Draft Red Herring Prospectus, unless otherwise

indicated, have been calculated based on our restated financial statement prepared in accordance with Indian GAAP.

15

Industry and Market Data

Unless stated otherwise, industry and market data used throughout this Draft Red Herring Prospectus has been

obtained or derived from internal Company reports and industry and government publications, publicly available

information and sources. Industry publications generally state that the information contained in those publications has

been obtained from sources believed to be reliable but that their accuracy and completeness are not guaranteed and

their reliability cannot be assured. Although, our Company believes that industry data used in this Draft Red Herring

Prospectus is reliable, it has not been independently verified.

Further, the extent to which the industry and market data presented in this Draft Red Herring Prospectus is meaningful

depends on the reader's familiarity with and understanding of, the methodologies used in compiling such data. There

are no standard data gathering methodologies in the industry in which we conduct our business, and methodologies

and assumptions may vary widely among different industry sources.

16

FORWARD LOOKING STATEMENT

This Draft Red Herring Prospectus contains certain “forward-looking statements”. These forward-looking statements

generally can be identified by words or phrases such as “aim”, “anticipate”, “believe”, “expect”, “estimate”, “intend”,

“objective”, “plan”, “project”, “will”, “will continue”, “will pursue” or other words or phrases of similar import.

Similarly, statements that describe our strategies, objectives, plans, prospects or goals are also forward-looking

statements. All forward-looking statements are subject to risks, uncertainties and assumptions about us that could

cause actual results to differ materially from those contemplated by the relevant forward-looking statement.

Actual results may differ materially from those suggested by the forward-looking statements due to risks or

uncertainties associated with the expectations with respect to, but not limited to, regulatory changes pertaining to the

industries in India in which we operate and our ability to respond to them or to successfully implement our strategy,

our growth and expansion, technological changes, our exposure to market risks, general economic and political

conditions in India which have an impact on our business activities or investments, the monetary and fiscal policies

of India, inflation, deflation, unanticipated turbulence in interest rates, foreign exchange rates, equity prices or other

rates or prices, the performance of the financial markets in India and globally, changes in domestic laws, regulations

and taxes and changes in competition in the industries in which we operate. Important factors that could cause actual

results to differ materially from our expectations include, but are not limited to, the following:

Risks and uncertainties when developing solar and EPC projects;

Implementing our growth strategy requires significant capital expenditure and will depend on our ability to maintain

our access to multiple funding sources on acceptable terms;

Our customers may not be able to fulfil their contractual obligations as a result of their poor financial health or for

other reasons;

Our business is dependent on the regulatory and policy environment affecting the renewable energy sector in India;

Restrictions on solar equipment imports may increase our business costs.

For further discussion of factors that could cause the actual results to differ from the expectations, see “Risk Factors”,

“Our Business” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations”

beginning on pages 22 , 115 and 234 , respectively. By their nature, certain market risk disclosures are only estimates

and could be materially different from what actually occurs in the future. As a result, actual gains or losses could

materially differ from those that have been estimated.

Forward-looking statements reflect the current views as of the date of this Draft Red Herring Prospectus and are not

a guarantee of future performance. These statements are based on the management’s beliefs and assumptions, which

in turn are based on currently available information. Although our Company believes the assumptions upon which

these forward-looking statements are based are reasonable, any of these assumptions could prove to be inaccurate,

and the forward-looking statements based on these assumptions could be incorrect. None of our Directors, the Book

Running Lead Manager, or any of their respective affiliates have any obligation to update or otherwise revise any

statements reflecting circumstances arising after the date hereof or to reflect the occurrence of underlying events, even

if the underlying assumptions do not come to fruition. Our Company and the Directors will ensure that investors in

India are informed of material developments until the time of the grant of listing and trading permission by the Stock

Exchange.

17

SUMMARY OF OFFER DOCUMENT

(A) Primary business of the Issuer and the industry in which it operates

Summary of Primary Business of the Company

Novus Green is promoted by Mr. Anshuman Yenigalla and Mr. Venkata Ravindra Yenigalla and each of our

promoters are well experienced in execution/implementation of solar power systems and solar water pumpimg

systems. In solar pumping system, we have installed more than 6000 numbers of pumps installed up to November

30, 2018 with wide range of systems of DC Solar Pump and AC Solar Pump. In addition to the above Novus

Green also started providing consultancy services for acquiring projects and tender bidding after identifying

competent client on tender-to-tender basis.

We are also engaged in the installation of integrated Solar Power Projects/ Systems as an EPC contractor and

installed 15MWp up to November 30, 2018. We are being one of the prime player in the setting-up captive

integrated solar power systems has set-up unique project for 4MWp.

In the year 2009-10, our company has Installed First Solar System of 2kwp followed by first 100kwp captive

solar power plant in 2012. In the year of 2013, we have set up India’s first biggest captive 1.1 MWp solar power

plant in Raipur, which was inaugurated by Mr. Farooq Abdullah, Hon’ble Union Minister for New and

Renewable Energy and Mr. Raman Singh, Hon’ble Chief minister of Chhattisgarh.

Novus Green is a System Integrator of Solar PV Water Pumping System. We have ISO and IEC certifications

and Valid Test Report as per MNRE specifications and empanelled under NABARD programme for

implementing solar water pumping systems. Novus Green has got certifications of ISO 9001:2015 and ISO

14001:2015 for EPC for Solar Power Plants and Solar Water Pumping Systems

Summary of Industry of the company

We are the part of the Renewable Energy Industry of India. Recently Government of India (GOI) has taken some

key initiatives. Under the Off-Grid and Decentralized Solar PV Programme for 2017-18, Ministry is providing

Central Financial Assistance (CFA) to implementing agencies for deployment of SPV home lighting systems,

Solar street lights, Solar pumps, power packs and other solar applications to meet out the electricity and lighting

needs of the individual in the rural areas. State Nodal Agencies (SNAs) are the primary implementing agency

through which CFA of 30% was being provided. NABARD was one of the implementing agencies for pumps

and lighting systems through which CFA of 40% of the benchmark cost was being provided.

More than 96,000 pumps have been sanctioned during 2017-18 under Off-grid solar pumps. During the year, the

solar systems having total capacity of 104.41 MWp which includes solar study lamps, solar home lights, solar

street lights, solar pumps, Mini/micro grids and power plants installed at various states.

(B) Names of the promoters

Promoters of the company are –

1 Mr. Anshuman Yenigalla

2 Mr. Venkata Ravindra Yenigalla

(C) Size of the issue

Issue Size Up to 26,00,000 Equity Share of [•] each

18

1. The issue has been authorized by the Board of Directors of our Company pursuant to a resolution passed

at its meeting held on December 14, 2018.

2. Our shareholders have authorized the Issue by a special resolution adopted under Section 62(1)(c) of the

Companies Act 2013, passed at the extraordinary general meeting of our Company held on December 14,

2018.

(D) Objects of the issue

The Net Proceeds are proposed to be used in accordance with the details provided in the following table:

1 Gross Proceeds [●]

2 (Less) Issue related expenses to be borne by the Company@ [●]

3 Net Proceeds@ [●] @To be finalised upon determination of the Issue Price.

(E) Aggregate pre-issue shareholding of the promoter and promoter group, as a percentage of the paid-up

share capital of the issuer;

Category Pre-Issue

No of Shares held % of Share holding

Promoter (A) 55,62,020 79.14%

Promoter Group (B) 10,03,830 14.28%

Total (A) + (B) 65,65,850 93.42%

(F) Following details as per the Restated Standalone Financial Statements for past 3 years and stub period in

tabular format:

(₹ in Lakhs)

Particular

As at

September

30, 2018

March 31,

2018 2017 2016

a Share capital 281.13 281.13 130.05 130.05

b Net Worth 1,929.70 1,573.83 776.84 611.03

c Revenue (Total Income) 5,654.91 10,625.85 6,329.65 4,137.62

d Profit after tax 355.86 729.69 165.81 97.89

e Earnings per share

Basic & Diluted (Pre Bonus) 12.66 28.05 6.38 4.45

Basic & Diluted (Post Bonus) 5.06 10.70 2.43 1.52

f Net Asset Value per equity share 68.64 55.98 59.74 46.99

g Total borrowings 1,967.93 1,646.99 660.17 660.70

(G) Qualifications of the Auditors

The Restated Financial Statements do not contain any qualification requiring adjustments by the Auditors.

(H) Summary table of outstanding litigations and a cross-reference to the section titled ‘Outstanding

Litigations and Material Developments’.

Sr. No.

Nature of Case

No. of Outstanding cases

Amount in dispute/demanded to the

extent quantifiable (₹ in Lakhs )

I Litigations filed against our Company

Civil 1 11.78

II Litigations filed by our Company

Civil 1 N.A

For further details of the outstanding litigation proceedings, see “Outstanding Litigation and Material

Developments” beginning on page 22 of this Draft Red Herring Prospectus.

19

(I) Risk Factors

Please see “Risk Factors” beginning on page 22 of this Draft Red Herring Prospectus.

(J) Summary table of contingent liabilities and a cross-reference to contingent liabilities of the issuer as

disclosed in Restated Standalone Financial Statements.

As of September 30, 2018, our capital and other commitments (contingent liabilities) not provided for in our

Restated Standalone Financial Statements are as follows-

(₹ in Lakhs)

Particulars

As at

September

30, 2018

For the year ended March 31,

2018 2017 2016

Bank Guarantee 1,944.60 2,266.22 1,193.46 1,163.65

Letter of credit 238.06 249.98 214.45 -

Against pending litigations 11.78 11.78 11.78 11.78

Demand under APVAT Act for which appeal is pending

with Appellate Deputy commissioner, Tirupathi

- - 27.95 -

Claims against the company not acknowledged as debt in

respect of commercial tax

32.33 32.33 19.15 -

Total 2,226.77 2,560.31 1,466.79 1,175.43

For details, see “Financial Statements” on page 177 of this Draft Red Herring Prospectus.

(K) Summary of related party transactions.

As of September 30, 2018, our related party transactions in our Restated Standalone Financial Statements are as

follows-

1. Managerial Remuneration

(₹ in Lakhs)

Particulars

As at

September

30, 2018

As at March 31,

2018 2017 2016

Whole time Directors Remuneration

Salaries & allowances 114.00 144.00 96.00 78.00

Other fees - - -

Sitting fees - - -

Non-Whole Time Directors Remuneration

Sitting fees - - -

Total 114.00 144.00 96.00 78.00

2. Directors/KMP's

For six months ended For the year ended March 31,

September 30, 2018 2018 2017 2016

Anshuman Yenigalla Anshuman Yenigalla Anshuman Yenigalla Anshuman Yenigalla

Venkata Yenigalla Ravindra Venkata Yenigalla

Ravindra

Venkata Yenigalla

Ravindra

Venkata Yenigalla

Ravindra

- Ramchand Kolli Ramchand Kolli Ramchand Kolli

Pariplavi Mokkapati - - -

Sannapaneni Sudheer - - -

20

3. Relatives of Directors / KMP's

Relatives of Directors Description of Relationship

Purna Chandra Rao Yenigalla Father of Venkata Ravindra Yenigalla

Yenigalla Jhancy Mother of Venkata Ravindra Yenigalla

Rajya Lakshmi Spouse of Venkata Ravindra Yenigalla

Pallavi Yenigalla Daughter of Venkata Ravindra Yenigalla

Satvika Yenigalla Daughter of Venkata Ravindra Yenigalla

Lakshmi Yarram Sister of Venkata Ravindra Yenigalla

Sarat Yenigalla Father of Anshuman Yenigalla

Vardhaman Yenigalla Brother of Anshuman Yenigalla

Chidambara Rao Father of Pariplavi Mokkapati

Bharathi Devi Mother of Pariplavi Mokkapati

Ravi Mokkapati Brother of Pariplavi Mokkapati

4. Enterprises over which Directors or relatives of directors having Significant Influence (EDS)


September 30, 2018 2018 2017 2016

- Attis Green Energy

Solutions Private

Limited

Allatus Techno Legal

Solutions Private

Limited


Solutions Private Limited

- Fortis Infra Projects

Private Limited

Fortis Infra Projects

Private Limited


Private Limited

- Novus Green Power

Private Limited

Novus Green Power

Private Limited

Novus Green Power

Private Limited

- Zentech Enable

Private Limited

Zentech Enable Private

Limited


Limited

Attis Green Energy

Solutions Private

Limited

Attis Green Energy

Solutions Private

Limited

Attis Green Energy

Solutions Private

Limited

Attis Green Energy


5. Transactions with Related Parties:

Directors/KMP's:

(₹ in Lakhs)

Nature of Transaction/ Name of

the Related Party

As at

September

30, 2018


2018 2017 2016

Expenses

Remuneration 114.00 144.00 96.00 78.00

Loans from Directors/KMP's

Opening balance 14.82 187.85 59.70 166.03

Additions/(Repayment) 5.83 (173.03) 128.15 (106.33)

Outstanding 20.65 14.82 187.85 59.70

Relatives of Directors/KMP's:

Nature of Transaction/ Name of the Related

Party

As at

September

30, 2018


2018 2017 2016

Loans taken from Relatives of Directors/

KMP's

Opening balance 81.46 18.47 68.23 123.88

Additions/(Repayment) (81.46) 62.99 (49.76) (55.65)

Outstanding - 81.46 18.47 68.23

21

For details of the related party transactions and as reported in the Restated Financial Statements, see

“Financial Information” beginning on page 177 of this Draft Red Herring Prospectus

(L) Financing arrangements

There have been no financing arrangements whereby our Promoters, members of the Promoter Group, our

Directors and their relatives have financed the purchase by any other person of securities of our Company during

a period of six months immediately preceding the date of this Draft Red Herring Prospectus.

(M) Weighted average price at which specified security was acquired by each of the promoters in the last one

year.

During the period of 12 months preceding the date of this DRHP, 44,14212 Equity Shares of Rs 10 each was

allotted to promoters as bonus issue and 70,808 equity shares of Rs 10 each was allotted to promoter as right

issue at a price of Rs 32 each. The weighted average price of the Equity Shares is ₹ 12.80.

(N) Average cost of acquisition of shares for promoters.

Name of Promoters

Number of Equity Shares held on the

date of this Draft Red Herring

Prospectus

Average Price per

Equity Share (in ₹)

Anshuman Yenigalla 45,27,020 4.50

Venkata Ravindra Yenigalla 10,35,000 2.00

(O) Details of pre-Issue Placement

Our Company does not contemplate any issuance or placement of Equity Shares from the date of this Draft

Red Herring Prospectus till the listing of the Equity Shares.

(P) Issue of Equity Shares for consideration other than cash in the last one year

Except Bonus Issue, Our Company has not issued any Equity Shares for consideration other than cash in the

one year preceding the date of this Draft Red Herring Prospectus.

(Q) Split / Consolidation of Equity Shares in the last one year

Our Company has not undertaken a split or consolidation of the Equity Shares in the one year preceding the

date of this Draft Red Herring Prospectus.

22

SECTION II – RISK FACTORS

RISK FACTORS

Investment in our Equity Shares involves a high degree of risk and Bidders should not invest any funds in the issue

unless Bidders can afford to take the risk of losing all or a part of your investment. The risks and uncertainties

described below together with the other information contained in this Draft Red Herring Prospectus should be

carefully considered before making an investment decision in our Equity Shares. The risks described below are not

the only ones relevant to the country or the industry in which we operate or our Company or our Equity Shares.

Additional risks and uncertainties, not presently known to us or that we currently deem immaterial may arise and may

become material in the future and may also impair our business operations and financial condition. Further, some

events may have a material impact from a qualitative perspective rather than a quantitative perspective and may be

material collectively rather than individually. To have a complete understanding of our Company, you should read

this section in conjunction with the sections entitled “Our Business” and “Management’s Discussion and Analysis

of Financial Condition and Results of Operations” on pages 115 and 234 respectively, as well as the other financial

and statistical information contained in this Draft Red Herring Prospectus. If any of the risks described below, or

other risks that are not currently known or are now deemed immaterial, actually occur, our business, prospects,

financial condition and results of operations could suffer materially, the trading price of our Equity Shares could

decline, and you may lose all or part of your investment.

Prior to making an investment decision, Bidders should carefully consider all of the information contained in this

Draft Red Herring Prospectus (including “Financial Statement” on page 177 and must rely on their own examination

of our Company and the terms of the issue including the merits and the risks involved. You should also consult your

tax, financial and legal advisors about the consequences particular to you arising out to you of an investment in this

issue. Unless specified or quantified in the relevant risk factors below, we are not in a position to quantify the financial

or other implication of any of the risks mentioned herein. We have described the risks and uncertainties that our

management believe are material but the risks set out in this Draft Red Herring Prospectus may not be exhaustive

and additional risks and uncertainties not presently known to us, or which we currently deem to be immaterial, may

arise or may become material in the future. In making an investment decision, Bidders must rely on their own

examination of us and the terms of the issue including the merits and the risks involved. This Draft Red Herring

Prospectus also contains forward-looking statements that involve risk and uncertainties. Our actual results could

differ materially from those anticipated in these forward looking statements as a result of certain factors, including

the considerations described below in the section entitled “Forward-Looking Statements” on page 16 and elsewhere

in the Draft Red Herring Prospectus. Unless otherwise stated, the financial information used in this section is derived

from our Restated Financial Statements

1. Based on our Order Book as on November 30, 2018, our business comprising solar plants project and

solar plants are awarded by various Government or Government-funded agencies. Any adverse change in

government policies or focus, or delay in payment may lead to our contracts being foreclosed, terminated,

restructured or renegotiated.

Our business is significantly dependent on procuring contracts awarded by Government agencies. We are

engaged in EPC contracts of setting-up of Solar Photovoltaic Water pumps, which include supplying,

installing, and commissioning of the pump system. Any adverse developments concerning our Government

clients or projects, including as a result of any change in the policies adopted by the Government regarding

award of its projects or our existing relationship with the Government may adversely affect our business.

Any adverse change in Government policies that results in a reduction in capital investment/subsidy in the

solar sector may affect our business adversely. If there is any change in the Government or in budgetary

allocations for industry development or a downturn in available work in the EPC projects resulting from any

change in Governmental policies, practices or priorities that results in slowdown or complete stoppage of

solar EPC projects, our business, financial performance, results of operations and prospects may be adversely

23

affected. This business is highly dependent upon subsidy by Government and is entirely dependent upon

budgetary allocation under the scheme, which is not under our control.

2. We must deposit a bank guarantee towards Security cum performance Guarantee fees.

In our business, we are required to deposit a bank guarantee towards Security cum performance Guarantee

fees. A certain portion of the deposit shall be released after the completion of five years as per Comprehensive

Maintenance Contract (CMC). If we are unable to provide the services as per the requisite terms and

conditions, the said deposit may be forfeited. In case of non-adherence of quality, we can be penalized

suitably by the authority, besides, other measures of suspension, de-registration and blacklisting will be

invoked. We are not the manufacturers of the components used (PV module panel, water pump, ----, etc.)

We procure it from the vendors but we would be responsible for any fault/defect in the material as per the

terms of the contract. Though, we ask for back to back guarantee/warranty from the suppliers, still we are

not sure whether the suppliers will fulfil their commitment in the timely manner. Any of the above events

may adversely affect our business, results of operations and financial condition

3. Goods and Service Tax and Other Government Intervention may adversely affect our business.

GST has been implemented on July 1, 2017. The implementation of GST has led to increases in tax rates on

components used in solar power projects. As a result of such increases, our costs have also increased. As we

have a broad presence in India, the effects of such increase on our projects might vary from state to state.

Due to increase of the tax rate, our cash flows and results of operations have been decreased in the first half

of financial year 2017-18. Further, any future increases or amendments to the GST may affect our overall

tax efficiency and we may be liable to pay additional taxes.

Few of the Government initiatives may also have positive effects simultaneously on the solar power industry,

for instance, governmental boost for “Make in India” is aimed at improving the competitiveness of Indian

domestic manufacturers of solar power cells, panels and modules. However, we cannot guarantee that its

negative impact on the whole solar industry can be offset completely.

4. We face significant competition, including from both traditional and renewable energy companies, and

any failure to respond to market changes in the solar energy industry may adversely affect our business,

financial condition and results of operations.

We face significant competition in the industry in which we operate. Our primary competitors are local and

international developers and operators of Solar pumps and EPC Project. Sometimes, we also compete with

traditional energy companies such as utilities generating power from conventional fossil fuels.

Our competitors may have advantages over us in terms of greater operational, financial or technical

management, or other resources and may be able to achieve better economies of scale and lower cost of

capital. Our market position depends on our financing, development and operation capabilities, reputation

and track record. Any increase in competition during the bidding process or reduction in our competitive

capabilities could have an adverse impact on our market share and on the margins we generate from our solar

power projects.

Our competitors may also ally or form affiliates with other competitors to our detriment. As our competitors

grow in scale, they may establish in-house EPC and O&M capabilities, which could offset any advantage we

currently have over many of them. New competitors that are not currently in the market may emerge as the

solar industry grows and evolves. There can be no assurance that our current or potential competitors will

not win bids for solar power projects or offer services comparable or superior to those that we offer at the

same or lower prices or adapt to market demand more quickly than we do. Increased competition may result

in price reductions, reduced profit margins and loss of market share.

24

As we also compete with utilities generating power from conventional fossil fuels, a reduction in the price of

coal or diesel could make the development of solar energy less economically attractive and we could be at a

competitive disadvantage.

5. There are certain outstanding litigation against our Company.

Our Company is involved in certain legal proceedings at different levels of adjudication before various courts,

tribunals and appellate authorities.

A summary of the proceedings involving our Company is provided below:

Sr. No.

Nature of Case

No. of Outstanding

cases

Amount in dispute/demanded to

the extent quantifiable (₹ in Lakhs

)

I Litigations filed against our Company

Civil 1 11.78

II Litigations filed by our Company

Civil 1 N.A

6. Our industry is highly dependent upon the Government tenders and budgetary support.

Further, our business is highly dependent upon the Government tenders and budgetary support and usually,

most of the tenders are floated after getting budgetary approvals of the respective Government bodies and

most of the work is done in the second half of the financial year. Hence, our activities are not evenly spread

throughout the year and skewed more towards the last quarter of the financial year.

As a result, our revenues and profits may vary during different financial periods, and certain periods are not

indicative of our financial position for the year. Such fluctuations may adversely affect our revenues, cash

flows, results of operations and financial conditions.

7. Implementing our growth strategy requires significant working capital expenditure and will depend to a

significant extent on our ability to obtain the necessary funding on acceptable terms.

We require significant working capital for the installation and implementation of projects/contracted orders.

Due to the requirement of large amount of working capital, we need to arrange finance from Banks, financial

institution etc. In addition, rising of interest rates may adversely affect our ability to secure financing on

favourable terms and our cost of capital could, as a result, may increase significantly.

Our ability to obtain external financing is subject to a number of uncertainties, including:

the general condition of global equity and debt capital markets;

regulatory and government support in the form of tax credit incentives, and other incentives;

the continued confidence of banks and other financial institutions in us and the solar power industry;

economic, political and other conditions in India;

our ability to comply with any financial covenants under our debt financing.

Any additional equity financing by our Company may be dilutive to our shareholders and any debt financing

may contain restrictive covenants that limit our flexibility going forward. Failure to manage discretionary

spending and raise additional capital or debt financing as required may adversely affect our ability to

achieve our intended business objectives.

8. Our Business is dependent on a few customers and the loss of, or a significant reduction of contracts by

such customers could adversely affect our business.

25

Revenues from any particular client may vary significantly from reporting period to reporting period

depending on the nature of ongoing projects and the implementation schedule and stage of completion of

such projects.

Accordingly, our top clients may vary significantly. In Fiscals 2016, 2017 and 2018, our Company’s revenue

from our top ten clients in such periods represented 94.02%, 89.58% and 92.06% of total income,

respectively. Larger contracts from few customers may represent a larger part of our portfolio, increasing the

potential volatility of our results and exposure to individual contract risks. Such concentration of our business

on a few clients may have an adverse effect on our results of operations and result in a significant reduction

in the award of contracts which could also adversely affect our business if we do not achieve our expected

margins or suffer losses on one or more of these large contracts, from such clients.

9. We are dependent on the availability of components/ material from the suppliers for execution of EPC

contracts. Any lack of availability of or upward fluctuations in the price of such material may have a

material adverse effect on our business, cash flows, results of operations and financial condition.

Fluctuation is foreign exchange rate may have an adverse effect on the landed cost for the imported

component required in execution of EPC contracts awarded to us. Price of PV modules and other components

are linked to global market. The exchange rate between the Rupee and the foreign currencies

(USD/Euro/GBP, etc.) has fluctuated substantially in recent years and may continue to fluctuate substantially

in the future, which may have adverse impact on the profitability of our company.

10. Delay in our new project could affect our business.

As part of back-ward integration plans now, our Company is proposing to establish a project to manufacture

solar photo voltaic modules. Total cost of the project is estimated at 28.94 Crore which will be financed partly

by way of term loans and internal accruals. Union Bank of India has sanctioned the Term Loan of 20.15

crore. If we are unable to execute the project on time, our profitability and cash flow may be affected.

However, this delay will not hamper our present operation as our company is already sourcing PV Modules

from other sources and will continue to do so till the start of the production.

11. We are yet to obtain consent from some of our lenders for the Issuer

Our Company has taken vehicle loan and working capital loan from lenders. Our Company sought to obtain

the relevant consent from the respective lenders in advance of the date of this Draft Red Herring Prospectus.

However, as on date of this Draft Red Herring Prospectus, we are yet to receive consent from certain lenders.

Our Company proposes to obtain such consents prior to filing the Red Herring Prospectus with the RoC.

Undertaking the issue, without such consents constitutes a default under the relevant financing documents

and will entitle the respective lenders to declare a default against our Company and enforce remedies under

the terms of the financing documents, that include, among others, acceleration in repayment of the amounts

outstanding under the financing documents, enforcement of any security interest created under the financing

documents, and taking possession of the assets given as security in respect of the financing documents. A

default by our Company under the terms of any financing document may also trigger a cross-default under

some of the other financing documents of our Company, or any other agreements or instruments of our

Company containing a cross-default provision, which may individually or in aggregate, have an adverse

effect on our operations, financial position and credit rating. If the lenders of a material amount of the

outstanding loans declare an event of default simultaneously, our Company may be unable to pay its debts

when they fall due. For further details of our Company’s borrowings, see “Financial Indebtedness” on page

177.

12. The Government of India has levied safeguard duty.

26

The government of India (GOI) has levied safeguard duty of 25 percent on solar cells imports from China

and Malaysia to promote domestic industry as well as curtail dumping by those countries. The Ministry of

Finance (Department of Revenue) levied the duty based on the final recommendations proposed by the

Directorate General of Trade Remedies (DGTR) vide Notification dated 30th day July 2018. The safeguard

duty of 25 percent on solar modules and cells will be in force from July 30, 2018. This duty to some extent

may impact the project cost as the solar cells are one of the main ingredient in the panels and most of the

panel manufacturers dependent on the import of the said cells. And this may affect our business, results of

operations and financial condition. If the rate of safeguard duty will be increased in future, then our business

and operation may be adversely affected.

13. Our company has more than one hundred well trained technicians in our well established operational

areas. In case of our expansion in to new states, unavailability or shortage of such a pool of sub-

contractors or changes in regulations may have an adverse impact on our cash flows and results of

operations.

We have more than one hundred well trained technicians, subcontractors in our well established operational

areas to execute our EPC projects and Solar Pumps. We may not be able to secure the required number of

sub-contractors required for the timely execution of our projects for a variety of reasons including possibility

of disputes with sub-contractors. In addition, as we expand geographically, we will be required to use sub-

contractors, technicians with whom we are not familiar, which may increase the risk of cost and failures to

meet scheduled completion dates. If our sub-contractors do not complete their obligations in a timely and

satisfactory manner, or if we are unable to set off payments made towards statutory requirements against

dues to our sub-contractors and in case of non-availability, our costs could increase and our reputation,

business, cash flows and results of operations could be adversely affected.

14. Our order book may not be representative of our future results.

Our order book may not represent of our future result we may also encounter problems in executing the

projects, presently awarded to us or executing them on a timely basis. Moreover, factors beyond our control

or the control of our clients may postpone a project or cause its cancellation, including delays or failure to

obtain necessary permits, authorizations, permissions, site clearance, and other types of difficulties or

obstructions. Due to the possibility of cancellations or changes in scope and schedule of projects, resulting

from our clients’ discretion or problems we encounter in project execution or reasons beyond our control or

the control of our clients, we cannot predict with certainty when, or to what extent projects forming part of

our order book will be executed. Delays in the completion of a project can lead to clients delaying or refusing

to pay the amount, in part or full, that we expect to receive in respect of such project. Even relatively short

delays or surmountable difficulties in the execution of a project could result in our failure to receive, on a

timely basis or at all, all payments due to us on a project. Any delay, reduction in scope, cancellation,

execution difficulty, payment postponement or payment default in regard to our order book projects or any

other incomplete projects, or disputes with clients in respect of any of the foregoing, could adversely affect

our cash flow position, revenues and earnings.

15. We are required to obtain certain approvals, licenses, registrations and certifications for operating our

business, and the failure to obtain, maintain or renew them could adversely affect our business, results of

operations and financial condition.

We are required to maintain various approvals, licenses, registrations and certifications for operating our

business. The approvals we require are subject to numerous conditions and we cannot assure you that such

approvals would not be suspended or revoked in the event of non-compliance or alleged non-compliance

with any terms or conditions thereof, or pursuant to any regulatory action. If we fail to comply with the

applicable regulations or if the regulations governing our business are amended, or if there is any adverse

interpretation of applicable regulations by any judicial, regulatory or administrative authority, we may incur

https://mercomindia.com/25-percent-dgtr-safeguard-duty-recommendation/

27

increased costs, be subject to penalties, have our approvals and permits revoked or suffer a disruption in our

operations, any of which could adversely affect our business and results of operations. If we fail to obtain or

renew such approvals, licenses, registrations and certifications, in a timely manner or at all, our business,

results of operations and financial condition could be adversely affected. For further details of key regulations

applicable to our business and our operations, see “Key Regulations and Policies in India” beginning on

page 143.

16. We have experienced negative cash flows for few years.

The details of cash flows of our Company are as follows:

(₹ in Lakhs)

Particular

As on

September 30,

2018

For the year ended on March 31,

2018 2017 2016

Net Cash generated from Operating activities -68.29 -513.54 202.77 384.72

Net Cash generated from Investing activities -132.33 -192.96 -23.81 -12.78

Net Cash generated from Financing activities 157.39 852.81 -135.89 79.83

Cash flow of a Company is a key indicator to show the extent of cash generated from operations to meet

capital expenditure, pay dividends, repay loans and to make new investments without raising finance from

external resources. Any operating losses or negative cash flows could adversely affect our results of

operations and financial conditions. If we are not able to generate sufficient cash flows, it may adversely

affect our business and financial operations.

17. Our employee expense is a significant component of our operating costs. An increase in employee expense

could reduce our profitability.

Our operations are highly dependent on skilled and semi-skilled labour. Over the years, our employee

expense has been a significant component of our operating costs. In Fiscals 2018, 2017, 2016 and for stub

period September 2018, our employee expense was ₹ 624.49 lakhs, ₹ 449.98 Lakhs, ₹ 270 Lakhs and ₹

441.35 Lakhs respectively, constituting 5.89%, 7.13% ,6.54% and 7.83%, respectively, of our revenue from

operations for such periods. Due to economic growth in the past and the increase in competition for skilled

and semi-skilled employees in India, wages in India, in recent years, have been increasing. Further, our plans

to expand in order to increase growth will also result in expansion of our work force and may therefore

necessitate increased levels of employee compensation. In addition, we may also need to increase our

compensation levels to remain competitive in attracting and retaining the quality and number of skilled and

semi-skilled employees that our business requires. Finally, our employees’ salaries are linked to minimum

wage laws in India, and any increase in the minimum wage in any state in which we operate could increase

our operating costs. In addition, a shortage in the labour pool or general inflationary pressures will also

increase our labour costs. A significant long-term increase in our employee benefit expense could reduce our

profitability, which could, among other things, affect our growth, business and financial results.

18. We may not be able to accurately estimate the speed and manner in which the evolving solar power market

develops.

The solar power market is at a relatively early stage of development in India and trends in the solar energy

industry are based only on limited data and may not be reliable. Many factors may affect the demand for

solar energy in India, including:

the cost and availability of credit, loans and other forms of financing for solar power projects;

the availability of land

fluctuations in economic and market conditions that affect the viability of conventional and non-

solar renewable energy sources

28

the cost-effectiveness, performance and reliability of solar projects compared to conventional

and other non-solar energy sources

the availability of and changes in government incentives to support the development of the

industry;

public perceptions of the direct and indirect benefits of adopting renewable energy technology;

changes in the power procurement policies implemented by state electricity board, among

others; and

the ability of the GoI to meet its announced solar targets.

If market demand for solar projects fails to develop sufficiently, our business, financial

condition, results of operations and prospects could be adversely affected.

19. Our Promoters have provided personal guarantees for a significant portion of our borrowings and

collaterals to secure certain of our loans.

All our Promoters, have extended personal guarantees in favour of Union Bank of India in relation to the

borrowing facilities availed by our Company. In the event any such guarantees are revoked, our lenders may

require us to furnish alternate guarantees, demand repayment of the amounts outstanding under the respective

facilities or even terminate such facilities. There can be no assurance that our Company will be able to arrange

any alternative guarantees in a timely manner or at all. If our lenders exercise their rights under the relevant

debt financing agreements for want of such additional guarantees, our operations and use of assets may be

significantly hampered, and our ability to avail further borrowings may be curtailed. Further, if we are

required to repay the amounts outstanding under the aforesaid borrowing facilities, our business, results of

operations and profitability may be adversely impacted. For further details, see “Financial Indebtedness”

on pages 248 of this DRHP.

20. Our future success depends significantly on the continued service of our management team and other key

personnel.

We depend on our experienced top level and second level management team, and the loss of one or more key

executives could have a negative impact on our business. The industry experience, expertise and contributions

of our management team, key personnel and our Promoters, Anshuman Yenigalla and Venkata Ravindra

Yenigalla, are essential to our continuing success, and we may not be able to continue to train, attract and

retain high quality personnel, including executive officers, project development personnel, project

management personnel and other key qualified personnel who have the necessary and required experience

and expertise when executing our growth strategy. We may be unable to replace key members of our

management team and key employees in the event we lose their services as there is intense competition for

qualified personnel in the solar power industry. Management team could prove disruptive to our operations,

require substantial resources and management attention and ultimately may prove unsuccessful. We have

other second level management team like Mr. Pramod Reddy and Mr. Praveen Kumar and the loss of any

one of them could have a negative impact on our business.

21. If we are unable to maintain an effective system of internal controls and compliances our business and

reputation could be adversely affected.

While we manage regulatory compliance by monitoring and evaluating our internal controls to ensure that

we are in compliance with all relevant statutory and regulatory requirements, there can be no assurance that

deficiencies in our internal controls and compliances will not arise, or that we will be able to implement, and

continue to maintain, adequate measures to rectify or mitigate any such deficiencies in our internal controls,

in a timely manner or at all. For example, there have been various instances of condonation of delay in relation

to filing of statutory forms and certain compounding including in relation to payment of stamp duty upon

issuance of securities by us from time to time. As we continue to grow, there can be no assurance that there

will be no other instances of such inadvertent non-compliances with statutory requirements, which may

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subject us to regulatory action, including monetary penalties, which may adversely affect our business and

reputation.

22. Restrictions on solar equipment imports may increase our business costs.

A substantial part of our equipment, mainly solar module panels, is imported from China and certain other

countries. Any restrictions, either from the central or state/provincial governments of India or China, or from

any other authorised bilateral or multilateral organisations, on such imports may adversely affect our

business, results of operations and prospects. Further, there is a possibility that, as in certain countries,

additional duties may be imposed in India on the equipment we import. For example, in January 2018, the

United States imposed higher duties, starting at 30.00% and declining to 15.00% over the next four years, on

imported solar module panels and cells. In addition, there has been media speculation that the Indian

government is considering imposing import tariffs (including anti-dumping duties and safeguard duties) on

solar module panels to protect Indian manufacturers.

We cannot assure that there will not be any new action by the relevant authorities imposing anti-dumping or

other import duties or similar tariffs. Any such imposition will result in an increase in our input costs for our

solar business, and, if the consequent increased costs cannot be passed on to off takers, our margins will

correspondingly decrease.

23. If we are not able to implement our growth strategies or manage our growth, our business and financial

condition could be adversely affected.

We have a strategy to grow our portfolio substantially. Such a growth strategy will place significant demands

on our management as well as our financial, accounting and operating systems. We cannot assure you that

we will be able to execute this strategy within the estimated budget, or as anticipated by us. Our failure to

execute our growth strategy may result in our inability to increase or even maintain our prior rates of growth.

As we expand our operations, we may be unable to manage our business efficiently, which could result in

delays, increased costs and affect the quality of our projects, and may adversely affect our reputation. Such

expansion also increases the challenges involved in preserving a uniform culture, our set of values and work

environment across our business operations, developing and improving our internal administrative

infrastructure, particularly our financial, operational, communications, internal control and other internal

systems, recruiting, training and retaining management, technical and marketing personnel, and adhering to

certain health, safety, and environmental standards. Our failure to manage our growth could have an adverse

effect on our business and financial condition.

24. Our business is mainly concentrated in southern Central and northern region of India and any adverse

development in these regions may adversely affect our business, results of operations and financial

condition.

Our business is mainly concentrated in the Southern, Central and northern States of India. We started our

operation in Hyderabad, Telangana State in 2009 and has gradually expanded in other states including

Chhattisgarh, Uttar Pradesh, Haryana, Chandigarh, Rajasthan, Punjab, Madhya Pradesh and Andhra Pradesh.

Since we mainly concentrate in southern and northern region, our business and results of operations are

dependent on the economic growth in these region and budgetary support from respective Governments.

The level of economic activity is influenced by a number of factors, including political and regulatory policy,

funding received from the central and state governments and climatic conditions such as monsoon and

drought. Any slowdown in the Indian economy may adversely affect our business and results of operations.

30

In addition, any significant social, political or economic disruption, or natural calamities or civil disruptions

in this region, or changes in the policies of the state or local governments of this region or the Government

of India, could disrupt our business operations. It may require us to incur significant expenditure and change

our business strategies. The occurrence of, or our inability to effectively respond to any such event, could

have an adverse effect on our business, results of operations and financial condition.

25. Our Company has unsecured loans that may be recalled by the lenders at any time and our Company may

not have adequate funds to make timely payments or at all.

Our Company has availed unsecured loans which may be recalled by their lenders at any time. As of

September 30, 2018, such loans availed by our Company amounted to ₹ 226.66 Lakhs. Such loans may not

be repayable in accordance with any agreed repayment schedule and may be recalled by the relevant lenders

at any time. In the event that any lender seeks a repayment of any such unsecured loan, our Company would

need to find alternative sources of financing, which may not be available on commercially reasonable terms,

or at all. As a result, any such demand may materially and adversely affect our business, cash flows, financial

condition and results of operations.

26. The land and premises for our Corporate Office and Branch Offices are taken on lease by us including.

If we or our business partners are unable to renew existing leases or relocate operations on commercially

reasonable terms, there may be an adverse effect on our business, financial condition, result of operations

and cash flows.

Our Branch Offices and Corporate Offices on which we operate, are not currently owned by us. Upon

expiration of the relevant agreement for each such premise, we will be required to negotiate the terms and

conditions on which the lease agreement may be renewed. Further, some of our lease deeds for our properties

may not be registered and some of our lease deeds may not be adequately stamped and consequently, may

not be accepted as evidence in a court of law and we may be required to pay penalties for inadequate stamp

duty. 1In the event that these existing leases are terminated or they are not renewed on commercially

acceptable terms or at all, we may suffer a disruption in our operations. If alternative premises are not

available at the same or similar costs, size or locations, our business, financial condition and results of

operations may be adversely affected.

27. The Promoter Group of our Company does not include certain individuals and entities in which such

individuals may have any direct or indirect interest as of the date of filing of this Draft Red Herring

Prospectus, as a result of which certain individual persons will be excluded from the Promoter Group and

certain entities will be excluded from the Promoter Group and Group Companies.

The Promoter Group of our Company as disclosed in “Our Promoters and Promoter Group” beginning on

page 171, does not include names of certain of the immediate relatives of our individual Promoters and

entities in which they may have any direct or indirect interest as of the date of this Draft Red Herring

Prospectus. Further, the Group Companies of our Company as disclosed in “Our Group Companies”

beginning on page 260, does not include the names of certain of the disassociated entities. For further details

in respect of such disassociation, see “Our Promoters and Promoter Group – Promoter Group” beginning

on page 171. Our Company is not in a position to obtain necessary information and confirmations as required

from the “Promoter Group” and “Group Companies”, from such immediate relatives and the disassociated

entities for inclusion in this Draft Red Herring Prospectus, in light of the disassociation of our Company from

the immediate relatives.

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28. We have filed in-appropriate Return of allotment in E-form 2 for bonus issue filed with Registrar of

Companies

Our Company has filed e-form 2 with Registrar of Companies, Hyderabad for allotment of shares dated July

13, 2011. Our Company has filed incorrect E-form 2. Though till date we have not been issued any notices

from any Authority including ROC we cannot assure that we will not be subject to any penalties for the said

erroneous filings in the future. Such erroneous filings may in future render us liable to statutory penalties

which may have adverse effect on the reputation and result of operations of our Company.

29. There are certain delays relating to forms filed with the Registrar of Companies in terms of Companies

Act, 1956/2013. Any penalty or action taken by any regulatory authorizes in future for such delays could

impact the financial position of our Company to that extent.

There were certain delays in respect of the forms filed with ROC in terms of Companies Act, 1956/2013.

Any penalty or action taken by regulatory authority in future for delay could impact the financial position of

our Company to that extent.

30. There are certain delays relating to filling of Service Tax Returns. The concerned authorities may take

action and levy penalty in future for such delays.

There are certain delays relating to filling of Service Tax Returns. The concerned authorities may take action

and levy penalty in future for such delays.

31. We have issued Equity Shares at prices that may be lower than the Offer Price in the last 12 months.

We have issued Equity Shares in the last 12 months at a price that may be lower than the Offer Price, as set

out in the table below:

Date of Allotment No of Equity

Share

Issue Price Reason Name of the Allottees

March 20, 2018 13,00,462 N.A Bonus Issue Anshuman Yenigalla

Yenigalla Venkata Ravindra

Mayur Mehta

Ambari Cloud INC

Pariplavi Mokkapati

Yenigalla Jhancy

March 31, 2018 2,10,350 32 Right Issue Pariplavi Mokkapati

Yenigalla Jhancy

Anshuman Yenigalla

November 29, 2018 42,16,911 NA Bonus Issue Anshuman Yenigalla

Yenigalla Venkata Ravindra

Pariplavi Mokkapati

Yenigalla Jhancy

B. Pramod Reddy

K Shrinivasa Chary

Lakshmi Y

Neelimia Devi Bandi

Praveen Penchala

32. One Director and Promoter do not have any documents in relation to past experience and educational

qualification. Reliance has been placed on declarations and affidavits furnished by our Director and

Promoter for details of his past experience and qualifications included in this Draft Red Herring

Prospectus.

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Our Director and Promoter Mr. Venkata Ravindra Yenigalla has been unable to trace copies of certain

documents pertaining to his educational qualifications and past qualifications. Accordingly, reliance has been

placed on declarations, undertakings and affidavits furnished by him to disclose details of his educational

qualifications and past experience in this Draft Red Herring Prospectus and we have not been able to

independently verify these details. We cannot assure you that such disclosure is true and accurate and that it

does not have any inadvertent errors or omissions.

33. We do not own one of our trademark legally as on date of Draft Red Herring Prospectus. We may be

unable to adequately protect our intellectual property. Furthermore, we may be subject to claims alleging

breach of third party intellectual property rights.

We do not own one of our trademark as on the date of Draft Red Herring Prospectus. However, we have

applied for the registration of the same. As such, we do not enjoy the statutory protections accorded to a

registered trademark as on date. There can be no assurance that we will be able to register the trademark and

the logo in future or that, third parties will not infringe our intellectual property, causing damage to our

business prospects, reputation and goodwill. Further, we cannot assure you that any application for

registration of our trademark in future by our Company will be granted by the relevant authorities in a timely

manner or at all. Our efforts to protect our intellectual property may not be adequate and may lead to erosion

of our business value and our operations could be adversely affected. We may need to litigate in order to

determine the validity of such claims and the scope of the proprietary rights of others. Any such litigation

could be time consuming and costly and the outcome cannot be guaranteed. We may not be able to detect

any unauthorized use or take appropriate and timely steps to enforce or protect our intellectual property. For

further details please refer to chapter titled “Government and Other Approvals” beginning on page 255 of

the Draft Red Herring Prospectus.

External Risk Factors

34. Political, economic or other factors that are beyond our control may have an adverse effect on our business

and results of operations.

We are dependent on domestic, regional and global economic and market conditions. Our performance,

growth and market price of our Equity Shares are and will be dependent to a large extent on the health of the

economy in which we operate. There have been periods of slowdown in the economic growth of India.

Demand for our services may be adversely affected by an economic downturn in domestic, regional and

global economies. Economic growth in the countries in which we operate is affected by various factors,

including political instability, terrorism or military conflict, global economic uncertainty and liquidity crisis

and volatility in exchange currency rates. Consequently, any future slowdown in the Indian economy could

harm our business, results of operations, financial condition and cash flows. Further, a change in the

government or a change in the macro-economic policies may adversely affect economic conditions prevalent

in the areas in which we operate in general and our business in particular. High rates of inflation in India may

increase our costs without proportionately increasing our revenues thereby decreasing our operating margins

which may adversely affect our business, financial conditions and results of operations.

In June 2016, a majority of voters in the United Kingdom elected to withdraw from the European Union in a

national referendum. On March 29, 2017, the British Prime Minister delivered a notice to the European

Council pursuant to Article 50 of the Treaty of the European Union to initiate the formal process of

withdrawal from the European Union. The Article 50 notice dated March 29, 2017, started a two-year period

for the United Kingdom to negotiate the terms of its exit from the European Union, although this period can

be extended with the unanimous agreement of the European Council. The United Kingdom and the European

Union are currently engaged in negotiations to structure their post-Brexit relationship, but significant

33

uncertainty remains about the future relationship between the United Kingdom and the European Union.

Further, starting from early 2018, U.S. President Donald J. Trump announced the imposition of tariffs on

goods from certain countries, such as China, entering the United States and recently both China and the U.S.

have each imposed additional tariffs. The United States may also in the future impose tariffs on the

importation of other products that may affect the global economy. Although we do not currently export any

such products to the United States, it is not yet clear what impact these tariffs may have or what actions other

governments, including the Chinese government, may take in retaliation. These developments have had and

may continue to have a material adverse effect on global economic conditions and the stability of global and

Indian financial markets and may significantly reduce global and Indian market liquidity and restrict the

ability of key market participants to operate in certain financial markets.

For instance, in the second half of 2018, there has been significant volatility in the Indian stock markets due

to the financial issues surrounding Infrastructure Leasing & Financial Services Limited as well as liquidity

issues amongst financial institutions due to various factors.

35. Various trade restrictions and sanctions may materially and adversely affect our business, financial

condition and results of operations.

We are engaged in the business of solar energy. Our business may be affected by trade restrictions

implemented by countries or territories in which our customers are located. Further, we are subject to risks

relating to changes in trade policies, tariff regulations, or other trade restrictions which can adversely impact

trade volume between countries and within the country. At an international level, there may be trade

restrictions imposed on sanctioned countries by other countries and international organizations, which may

affect our business. In addition, international trade, political issues and conflicts may cause delays and

interruptions to cross-border transportation and result in limitations on our geographical coverage. If we are

unable to perform our services to and from countries with trade restrictions in a timely manner or at all, it

may lead to a decrease in our operating margins which may adversely affect our business, financial conditions

and results of operations.

36. Our ability to raise capital outside India may be constrained by Indian law, which may adversely affect

our financial condition, results of operations and prospects.

Under India's policy on external commercial borrowing (“ECB”), as notified by the RBI and currently in

force (“ECB Policy”), ECB by an eligible borrower under the manufacturing sector is permitted under the

automatic route up to US$ 750 million in a year, with a minimum average maturity of one year for ECB up

to US$ 50 million for companies in the manufacturing sector, three years for ECB up to US$ 50 million and

five years for ECB beyond US$ 50 million, for permissible end-uses. End uses for ECB which are not

permitted include investment in capital market, equity investment in India, working capital, general corporate

purposes, repayment of existing Indian Rupee denominated borrowings, investment in real estate or purchase

of land (except when used for affordable housing as defined in the Harmonised Master List of Infrastructure

Sub-sectors notified by Government of India, construction and development of SEZ and industrial

parks/integrated townships) and on-lending or investment for acquisition of a company or part thereof (other

than an overseas subsidiary or joint venture, subject to existing laws and regulations governing overseas

direct investment by Indian companies). Further, the ECB Policy limits the all-in-cost with a spread over 450

basis points per annum over the London Interbank Offered Rate for six months or applicable benchmark for

the respective currency. ECB not complying with these requirements is permitted with prior approval of the

RBI, in accordance with the ECB Policy. In addition, there are certain routine procedural and disclosure

requirements in relation to any such ECB.

These limitations on ECB may constrain our ability to raise cost effective funding for implementing asset

purchases, refinancing existing indebtedness, or financing acquisitions and other strategic transactions in the

future, which may adversely affect our business, financial condition, results of operations and prospects.

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37. Financial instability in other countries may cause increased volatility in the Indian financial markets. In

the event that the current difficult conditions in the global credit markets continue or if there are any

significant financial disruptions, such conditions may materially and adversely affect our business, future

financial performance and the trading price of the Equity Shares.

The Indian market and the Indian economy are influenced by economic and market conditions in other

countries, particularly emerging market countries in Asia. Financial turmoil in Europe and elsewhere in the

world in recent years has affected the Indian economy. Although economic conditions are different in each

country, investors’ reactions to developments in one country can have adverse effects on the securities of

companies in other countries, including India. Recently, the currencies of a few Asian countries including

India suffered depreciation against the U.S. Dollar owing to amongst other reasons, the announcement by the

U.S. government reducing its quantitative easing measures.

A loss of investor confidence in the financial systems of other emerging markets may cause increased

volatility in Indian financial markets and, indirectly, in the Indian economy in general. Any worldwide

financial instability could also have a negative impact on the Indian economy. Financial disruptions could

occur again and may harm our business, future financial performance and the prices of the Equity Shares.

The global credit and equity markets have experienced substantial dislocations, liquidity disruptions and

market corrections. The dislocation of the sub-prime mortgage loan market in the United States since

September 2008, and the more recent European sovereign debt crisis, has led to increased liquidity and credit

concerns and volatility in the global credit and financial markets. These and other related events have had a

significant adverse effect on the global credit and financial markets as a whole, including reduced liquidity,

greater volatility, widening of credit spreads and a lack of price transparency in the global credit and financial

markets. Recent concerns relating to the U.S. Federal Reserve’s decision to raise interest rates in the United

States have led to increased volatility, particularly in the stock and currency markets in emerging economies.

In response to such developments, legislators and financial regulators in the United States and other

jurisdictions, including India, implemented a number of policy measures designed to add stability to the

financial markets.

However, the overall impact of these and other legislative and regulatory efforts on the global financial

markets is uncertain, and they may not have the intended stabilizing effects, and therefore, if such liquidity

and credit concerns, financial volatility or disruptions occur again, our business, our future financial

performance and the prices of the Equity Shares may be adversely affected. Further, in the event that the

current difficult conditions in the global credit markets continue or if there are any significant financial

disruption, our lenders may implement new credit policies, adopt new pre-qualification criteria or procedures,

raise interest rates or add restrictive covenants in loan agreements, some or all of which may significantly

increase our financing costs. Such conditions may material and adversely affect our business, future financial

performance and the trading price of the Equity Shares.

38. The occurrence of natural or man-made disasters may adversely affect our business, results of operations

and financial condition.

Given the nature of our operations and the mobility required in meeting customer demands, the occurrence

of natural disasters, including hurricanes, floods, tsunamis, earthquakes, tornadoes, fires, explosions,

pandemic disease and manmade disasters, including acts of terrorism and military actions, may adversely

affect our financial condition or results of operations. We are particularly susceptible to accidents, system

failures, adverse geological, ecological or weather conditions, natural disasters, demographic and population

changes and other unforeseen events and circumstances across India. While we are covered by our insurance

policies for such contingencies, any disruptions, damage or destruction of our facilities may temporarily

affect our ability to meet our clients’ demand and the loss of any one of our key clients or a significant

35

reduction in demand from clients located in these locations may adversely affect our business, results of

operations and financial condition.

39. Terrorist attacks, communal disturbances, civil terrorist attacks and other acts of violence or war involving

may adversely affect the financial markets and our business.

Terrorist attacks and other acts of violence or war may negatively affect the markets on which our Equity

Shares trade and also adversely affect the worldwide financial markets. These acts may also result in a loss

of business confidence, and adversely affect our business. Some of the locations we operate in have witnessed

civil unrest including communal disturbances in recent years and it is possible that future civil unrest as well

as other adverse social, economic and political events may have a negative impact on us. Such incidents may

also create a greater perception that investment in Indian companies involves a higher degree of risk and may

have an adverse impact on our business and the price of our Equity Shares. Further, we cannot predict the

effects on our business of heightened security measures, threatened terrorist attacks, efforts to combat

terrorism, military action against a foreign state or other similar events. It is possible that one or more of these

events could be directed at Indian or foreign ports, borders, railroads or highways. Heightened security

measures or other events are likely to slow the movement of freight, within or across Indian States and may

adversely affect our business and results of operations. Any of these events could also negatively affect the

economy and consumer confidence, which could cause a downturn in the transportation industry. In addition,

any deterioration in the relations between India and its neighbouring countries may result in investor concern

about stability in the region, which may materially and adversely affect the price of our Equity Shares.

40. It may not be possible for investors outside India to enforce any judgment obtained outside India against

our Company or our management or any of our associates or affiliates in India, except by way of a suit in

India.

Our Company is incorporated under the laws of India. Our Company’s assets are primarily located in India

and all of our Directors and Key Managerial Personnel are residents of India. As a result, it may not be

possible for investors to effect service of process upon our Company or such persons in jurisdictions outside

India, or to enforce against them judgments obtained in courts outside India. Recognition and enforcement

of foreign judgements are provided for under Section 13 of the Civil Procedure Code (“CPC”) on a statutory

basis. Section 13 of the CPC provides that foreign judgements shall be conclusive regarding any matter

directly adjudicated upon, except (i) where the judgement has not been pronounced by a court of competent

jurisdiction; (ii) the judgement has not been given on the merits of the case; (iii) where it appears on the face

of the proceedings that the judgement is founded on an incorrect view of international law or a refusal to

recognise the law of India in cases to which such law is applicable; (iv) where the proceedings in which the

judgement was obtained were opposed to natural justice; (v) where the judgement has been obtained by fraud;

or (vi) where the judgement sustains a claim founded on a breach of any law then in force in India. Under the

CPC, a court in India shall, upon the production of any document purporting to be a certified copy of a foreign

judgement, presume that the judgement was pronounced by a court of competent jurisdiction, unless the

contrary appears on record. However, under the CPC, such presumption may be displaced by proving that

the court did not have jurisdiction. India has reciprocal recognition and enforcement of judgments in civil

and commercial matters with only a limited number of jurisdictions, including the United Kingdom,

Singapore and Hong Kong. In order to be enforceable, a judgment from a jurisdiction with reciprocity must

meet certain requirements of the Indian Code of Civil Procedure, 1908 (the “Civil Code”). The Civil Code

only permits the enforcement and execution of monetary decrees in the reciprocating jurisdiction, not being

in the nature of any amounts payable in respect of taxes, other charges, fines or penalties. Judgments or

decrees from jurisdictions which do not have reciprocal recognition with India cannot be enforced by

proceedings in execution in India. Therefore, a final judgment for the payment of money rendered by any

court in a non-reciprocating territory for civil liability, whether or not predicated solely upon the general laws

of the non-reciprocating territory, would not be enforceable in India. Even if an investor obtained a judgment

in such a jurisdiction against us, our officers or directors, it may be required to institute a new proceeding in

36

India and obtain a decree from an Indian court. However, the party in whose favor such final judgment is

rendered may bring a fresh suit in a competent court in India based on a final judgment that has been obtained

in a non-reciprocating territory within three years of obtaining such final judgment.

The United States and India do not currently have a treaty providing for reciprocal recognition and

enforcement of judgements, other than arbitration awards, in civil and commercial matters. Therefore, a final

judgement for the payment of money rendered by any federal or state court in the United States on civil

liability, whether or not predicated solely on the federal securities laws of the United States, would not be

enforceable in India. However, the party in whose favour such final judgement is rendered may bring a new

suit in a competent court in India based on a final judgement that has been obtained in the United States. The

suit must be brought in India within three years from the date of the judgement in the same manner as any

other suit filed to enforce a civil liability in India. It is unlikely that a court in India would award damages on

the same basis as a foreign court if an action was brought in India. Furthermore, it is unlikely that an Indian

court would enforce a foreign judgement if that court were of the view that the amount of damages awarded

was excessive or inconsistent with public policy or Indian practice. It is uncertain as to whether an Indian

court would enforce foreign judgements that would contravene or violate Indian law. However, a party

seeking to enforce a foreign judgement in India is required to obtain approval from the RBI under FEMA to

execute such a judgement or to repatriate any amount recovered.

41. If there is any change in tax laws or regulations, or their interpretation, such changes may significantly

affect our financial statements for the current and future years, which may have a material adverse effect

on our financial position, business and results of operations.

Having our business operations in multiple jurisdictions, we are subject to varying central and state tax

regimes. The applicable categories of taxes and tax rates also vary significantly from jurisdiction to

jurisdiction, which may be amended from time to time. The final determination of our tax liabilities involves

the interpretation of local tax laws and related regulations in each country as well as the significant use of

estimates and assumptions regarding the scope of future operations and results achieved and the timing and

nature of income earned and expenditure incurred. Our business and financial performance may be adversely

affected by unfavorable changes in or interpretations of existing, or the promulgation of new laws, rules and

regulations applicable to us and our business or the regulator enforcing them in any one of those countries

may adversely affect our results of operations. For instance, as of July 1, 2017, GST in India replaced taxes

levied by central and state governments with a unified tax regime in respect of the supply of goods and

services for all of India, which we believe will result in fundamental changes to India’s third-party logistics

industry. To the extent that we are entitled to certain tax benefits in India which are available for a limited

period of time, our profitability will be affected if such benefits will no longer be available, or are reduced or

withdrawn prematurely or if we are subject to any dispute with the tax authorities in relation to these benefits

or in the event we are unable to comply with the conditions required to be complied with in order to avail

ourselves of each of these benefits. See “Statement of Special Tax Benefits” beginning on page 85 for details

in relation to possible tax benefits available to our Company. In the event that any adverse development in

the law or the manner of its implementation affects our ability to benefit from these tax incentives, our

business, results of operations, financial condition and prospects may be adversely affected. Changes in the

operating environment, including changes in tax law, could impact the determination of our tax liabilities for

any given tax year. Taxes and other levies imposed by the Government of India that affect our industry

include income tax, goods and services tax and other taxes, duties or surcharges introduced from time to time.

The tax scheme in India is extensive and subject to change from time to time and any adverse changes in any

of the taxes levied by the Government of India may adversely affect our competitive position and

profitability. We cannot assure you that the Government of India may not implement new regulations and

policies which will require us to obtain approvals and licenses from the Government of India and other

regulatory bodies or impose onerous requirements and conditions on our operations. Any such changes and

the related uncertainties with respect to the applicability, interpretation and implementation of any

amendment to, or change to governing laws, regulation or policy in the countries in which we operate may

37

materially and adversely affect our business, results of operations and financial condition. In addition, we

may have to incur expenditure to comply with the requirements of any new regulations, which may also

materially harm our results of operations. We are also subject to these risks in all our overseas operations

depending on each specific country. Any unfavourable changes to the laws and regulations applicable to us

could also subject us to additional liabilities. As a result, any such changes or interpretations may adversely

affect our business, financial condition and financial performance. Further, changes in capital gains tax or

tax on capital market transactions or sale of shares may affect investor returns.

42. Our business and the price of the Equity Shares may be adversely affected by the implementation of GAAR.

The Government of India has also proposed provisions relating to GAAR which came into effect from April

1, 2017.The GAAR provisions intend to catch arrangements declared as “impermissible avoidance

arrangements”, which is any arrangement the main purpose or one of the main purposes of which is to obtain

a tax benefit and which satisfy atleast one of the following tests:

(i) creates rights, or obligations, which are not ordinarily created between persons dealing at arm’s length;

(ii) results in misuse, or abuse, of the provisions of the tax laws;

(iii) lacks commercial substance or is deemed to lack commercial substance, in whole or in part; or

(iv) is entered into, or carried out, by means, or in a manner, which are not ordinarily employed for bona fide

purposes.

The onus to prove that the transaction is not an “impermissible avoidance agreement” is on the assessee, i.e.,

an arrangement shall be presumed, unless it is proved to the contrary by the assessee, to have been entered

into, or carried out, for the main purpose of obtaining a tax benefit, if the main purpose of a step in, or a part

of, the arrangement is to obtain a tax benefit, notwithstanding the fact that the main purpose of the whole

arrangement is not to obtain a tax benefit. If GAAR provisions are invoked, then the tax authorities will have

wide powers, including denial of tax benefit or a benefit under a tax treaty which may have an adverse tax

impact on us.

43. Public companies in India, including our Company, are required to compute income tax under the ICDS.

The transition to ICDS in India is very recent and we may be negatively affected by such transition.

The Ministry of Finance had issued a notification dated March 31, 2015 notifying ICDS which creates a new

framework for the computation of taxable income. However, the Central Board of Direct Taxes (“CBDT”),

Ministry of Finance of India, according to its press release dated July 6, 2016, had deferred the applicability

of the ICDS with fiscal 2017 being the first assessment year. ICDS deviates in several respects from concepts

that are followed under general accounting standards, including Indian GAAP and IND AS. It is often seen

that ICDS based calculations of taxable income can differ from Indian GAAP or IND AS-based concepts and

they can have the effect of requiring taxable income to be recognized earlier, increasing overall levels of

taxation or both. There can be no assurance that the adoption of ICDS will not adversely affect our business,

results of operation and financial conditions.

44. Any further downgrading of our debt ratings or of India’s sovereign debt rating may adversely affect our

business.

Any downgrading of our credit ratings may increase interest rates on our outstanding debt, increase interest

rates for refinancing our outstanding debt, which would increase our financing costs, and materially and

adversely affect our ability to raise new capital on a competitive basis, which may adversely affect our

profitability and future growth. In addition, any adverse revisions to India’s credit ratings for domestic and

international debt by international rating agencies may adversely affect our ability to raise additional

financing and the interest rates and other commercial terms at which such financing is available. This may

38

materially and adversely affect our capital expenditure plans, business and future financial performance and

our ability to fund our growth in future.

45. The ability of Indian companies to raise foreign capital may be constrained by Indian law.

As an Indian company, we are subject to exchange controls that regulate borrowing in foreign currencies,

including those specified under FEMA. Such regulatory restrictions limit our financing sources for our

projects under development and hence could constrain our ability to obtain financing on competitive terms

and refinance existing indebtedness. In addition, we cannot assure you that the required approvals will be

granted to us without onerous conditions, or at all. Limitations on foreign debt may adversely affect our

business growth, results of operations and financial condition.

46. QIBs and Non-Institutional Investors are not permitted to withdraw or lower their Bids (in terms of

quantity of Equity Shares or the Bid Amount) at any stage after submitting a Bid.

Pursuant to the SEBI ICDR Regulations, QIBs and Non-Institutional Investors are not permitted to withdraw

or lower their Bids (in terms of quantity of Equity Shares or the Bid Amount) at any stage after submitting a

Bid. Retail Individual Investors can revise their Bids during the Bid/Issue Period and withdraw their Bids

until Bid/Issue Closing Date. While our Company is required to complete Allotment pursuant to the Issue

within six Working Days from the Bid/Issue Closing Date, events affecting the Bidders’ decision to invest in

the Equity Shares, including material adverse changes in international or national monetary policy, financial,

political or economic conditions, our business, results of operation or financial condition may arise between

the date of submission of the Bid and Allotment. Our Company may complete the Allotment of the Equity

Shares even if such events occur, and such events limit the Bidders’ ability to sell the Equity Shares Allotted

pursuant to the Issue or cause the trading price of the Equity Shares to decline on listing.

47. Inflation in India could have an adverse effect on our profitability and if significant, on our financial

condition.

In the recent past, India has experienced fluctuating wholesale price inflation as compared to historical levels

due to the global economic downturn. The annual rate of inflation was at 5.77% (provisional) for the month

of June 2018 (over June 2017) as compared to 4.43% (provisional) for the previous month and 0.90% during

the corresponding month of 2017. (Source: Index Numbers of Wholesale Price in India, Review for the month

of June 2018, published on July 16, 2018 by Government of India, Ministry of Commerce and Industry).

Continued high rates of inflation may increase our expenses related to salaries or wages payable to our

employees, prices of raw materials or any other expenses that we incur. We cannot assure you that we will

be able to pass on any additional expenses to our patients or that our revenue will increase proportionately

corresponding to such inflation. Accordingly, high rates of inflation in India could have an adverse effect on

our profitability and, if significant, on our financial condition.

48. Fluctuation in the exchange rate between the Indian Rupee and foreign currencies

Fluctuation is foreign exchange rate may have an adverse effect on the landed cost for the imported

component required in execution of EPC contracts awarded to us. Price of PV modules and other components

are linked to global market. The exchange rate between the Rupee and the foreign currencies

(USD/Euro/GBP, etc.) has fluctuated substantially in recent years and may continue to fluctuate substantially

in the future, which may have adverse impact on the profitability of our company.

Risks Relating to the Equity Shares and the Issue

49. The Equity Shares have never been publicly traded, and, after the Issue, the Equity Shares may

experience ice and volume fluctuations, and an active trading market for the Equity Shares may not

39

develop. Further, the price of the Equity Shares may be volatile, and you may be unable to resell the Equity

Shares at or above the Issue Price, or at all.

Prior to the Issue, there has been no public market for the Equity Shares, and an active trading market on the

Stock Exchanges may not develop or be sustained after the Issue. The Issue Price of the Equity Shares is

proposed to be determined through a book-building process and may not be indicative of the market price of

the Equity Shares at the time of commencement of trading of the Equity Shares or at any time thereafter.

Further, the trading prices of publicly traded securities may be highly volatile. The market price of the Equity

Shares may be subject to significant fluctuations in response to, among other factors:

a) Volatility in the Indian and global securities markets;

b) Increases and decreases in our customer base or announcements of new services, strategic alliances or

agreements by us or by our competitors;

c) speculation in the press or investment community about, or actual changes in, our business, strategic

position, market share, organizational structure, operations, financial condition, financial reporting and

results, prospects, or executive team;

d) changes in estimates of our performance by financial or securities analysts that elect to research and

report on the Equity Shares or guidance provided by us, and variations between actual and estimated

financial results;

e) New laws and government regulations applicable to the industry we operate in;

f) Additions or departures of key management personnel;

g) Announcements by third parties of significant claims or proceedings against us

h) significant developments in India's economic liberalization and deregulation policies or significant

developments in India’s fiscal regulations or adoption or modification of regulations, policies, procedures

or programs applicable to our businesses; or

i) Adverse media reports on us or the sector we operate in.

General or industry-specific market conditions or stock market performance or domestic or international

macroeconomic and geopolitical factors unrelated to our performance may also affect the price of our Equity

Shares. If the stock markets experience a loss of investor confidence, the trading price of our Equity Shares

may decline for reasons unrelated to our business, financial condition or operating results. Each of these

factors, among others, may adversely affect the trading price of our Equity Shares.

50. Rights of shareholders under Indian laws may be more limited than under the laws of other jurisdictions.

Indian legal principles related to corporate procedures, directors’ fiduciary duties and liabilities, and

shareholders’ rights may differ from those that would apply to a company in another jurisdiction.

Shareholders’ rights including in relation to class actions, under Indian law may not be as extensive as

shareholders’ rights under the laws of other countries or jurisdictions. Investors may have more difficulty in

asserting their rights as shareholder in an Indian company than as shareholder of a corporation in another

jurisdiction. Under the Companies Act, prior to issuance of any new equity shares, a public limited company

incorporated under Indian law must offer its equity shareholders pre-emptive rights to subscribe to a

proportionate number of equity shares to maintain existing ownership, unless such pre-emptive rights are

waived by a special resolution by a three-fourths majority of the equity shareholders voting on such

resolution. However, if you are a foreign investor and the law of the foreign jurisdiction that you are in does

not permit the exercise of such pre-emptive rights without our filing an offering document or registration

statement with the applicable authority in such foreign jurisdiction, you will be unable to exercise such pre-

emptive rights, unless we make such a filing. If we elect not to file an offering document or a registration

statement, the new securities may be issued to a custodian, who may sell the securities for your benefit. The

value the custodian receives on the sale of such securities and the related transaction costs cannot be

predicted. In addition, to the extent that the investors are unable to exercise pre-emptive rights granted in

respect of the Equity Shares held by them, their proportional interest in our Company may be reduced.

51. Investors may be subject to Indian taxes arising out of capital gains on the sale of the Equity Shares.

40

Under current Indian tax laws and regulations, capital gains arising from the sale of shares in an Indian

company are generally taxable in India. However, any gain realized on the sale of listed equity shares on or

before March 31, 2018 on a stock exchange held for more than 12 months will not be subject to long term

capital gains tax in India if Securities Transaction Tax (“STT”) is paid on the sale transaction and

additionally, as stipulated by the Finance Act, 2017, STT had been paid at the time of acquisition of such

equity shares on or after October 1, 2004, except in the case of such acquisitions of equity shares which are

not subject to STT, as notified by the Central Government under notification no. 43/2017/F. No.

370142/09/2017-TPL on June 5, 2017. However, the Finance Act, 2018, has now levied taxes on such long

term capital gains exceeding ₹100,000 arising from sale of Equity Shares on or after April 1, 2018, while

continuing to exempt the unrealized capital gains earned up to January 31, 2018 on such Equity Shares.

Accordingly, you may be subject to payment of long term capital gains tax in India, in addition to payment

of STT, on the sale of any Equity Shares held for more than 12 months. STT will be levied on and collected

by a domestic stock exchange on which the Equity Shares are sold.

Further, any gain realized on the sale of listed equity shares held for a period of 12 months or less will be

subject to short term capital gains tax in India. Capital gains arising from the sale of the Equity Shares will

be exempt from taxation in India in cases where the exemption from taxation in India is provided under a

treaty between India and the country of which the seller is resident. Generally, Indian tax treaties do not limit

India’s ability to impose tax on capital gains. As a result, residents of other countries may be liable for tax in

India as well as in their own jurisdiction on a gain upon the sale of the Equity Shares.

52. Foreign investors are subject to foreign investment restrictions under Indian law that limit our ability to

attract foreign investors, which may adversely affect the trading price of the Equity Shares.

Foreign ownership of Indian securities is subject to Government regulation. In accordance with foreign

exchange regulations currently in effect in India, under certain circumstances the RBI must approve the sale

of the Equity Shares from a non-resident of India to a resident of India or vice-versa if the sale does not meet

certain requirements specified by the RBI. Additionally, any person who seeks to convert the Rupee proceeds

from any such sale into foreign currency and repatriate that foreign currency from India is required to obtain

a no-objection or a tax clearance certificate from the Indian income tax authorities. As provided in the foreign

exchange controls currently in effect in India, the RBI has provided that the price at which the Equity Shares

are transferred be calculated in accordance with internationally accepted pricing methodology for the

valuation of shares at an arm’s length basis, and a higher (or lower, as applicable) price per share may not be

permitted. We cannot assure investors that any required approval from the RBI or any other government

agency can be obtained on terms favorable to a non-resident investor in a timely manner or at all. Because of

possible delays in obtaining requisite approvals, investors in the Equity Shares may be prevented from

realizing gains during periods of price increase or limiting losses during periods of price decline.

53. Any future issuance of Equity Shares may dilute your shareholding and sales of our Equity Shares by our

Promoter or other major shareholders may adversely affect the trading price of the Equity Shares.

Any future issuance of the Equity Shares, convertible securities or securities linked to the Equity Shares by

us, including through exercise of employee stock options may dilute your shareholding in our Company, may

lead to the dilution of investors’ shareholdings in our Company. Any future equity issuances by us or sales

of our Equity Shares by our Promoters or other significant shareholders may adversely affect the trading price

of the Equity Shares, which may lead to other adverse consequences for us including difficulty in raising debt

or equity financing. In addition, any perception by investors that such issuances or sales might occur may

also affect the trading price of our Equity Shares. We cannot assure you that we will not offer Equity Shares

or that our shareholders will not dispose of, pledge or encumber their Equity Shares in the future.

41

54. We may not receive final listing and trading approvals from the Stock Exchange and you will not be able

to sell immediately on an Indian Stock Exchange any of the Equity Shares you are allotted in the Issue.

Under the SEBI ICDR Regulations, we are permitted to list the Equity Shares within six working days of the

Bid/Issue Closing Date. Consequently, the Equity Shares you purchase in the Issue may not be credited to

your dematerialized electronic account with Depository Participants until approximately six working days

after the Bid/Issue Closing Date. You can start trading in the Equity Shares only after they have been credited

to your dematerialized electronic account and final listing and trading approvals are received from the Stock

Exchanges. In accordance with Indian law and practice, final listing and trading approval of our Equity Shares

will not be applied for, or granted until after those Equity Shares have been offered and allotted. Approval

will require all other relevant documents authorizing the issuing of Equity Shares to be submitted. There

could be a failure or delay in listing our Equity Shares on the stock Exchange. There can be no assurance that

final listing and trading approvals will be obtained from the Stock Exchange on time or at all. Any failure or

delay in obtaining the approval would restrict your ability to dispose of the Equity Shares.

Further, there can be no assurance that the Equity Shares allocated to you will be credited to your

dematerialized electronic account, or that trading in the Equity Shares will commence within the specified

time periods. In addition, pursuant to India regulations, certain actions are required to be completed before

the Equity Shares can be listed and trading may commence. Investors’ book entry or dematerialized electronic

accounts with Depository Participants in India are expected to be credited only after the date on which the

Issue and allotment is approved by our Board of Directors. There can be no assurance that the Equity Shares

allocated to prospective Investors will be credited to their dematerialized electronic accounts, or that trading

will commence on time after allotment has been approved by our Board of Directors, or at all.

55. Our Equity Shares are quoted in Indian Rupees in India, and therefore investors may be subject to

potential losses arising out of exchange rate risk on the Indian Rupee and risks associated with the

conversion of Indian Rupee proceeds into foreign currency.

On listing, our Equity Shares will be quoted in Indian Rupees on the Stock Exchange. Any dividends in

respect of our Equity Shares will also be paid in Indian Rupees and subsequently converted into the relevant

foreign currency for repatriation, if required. Any adverse movement in currency exchange rates during the

time that it takes to undertake such conversion may reduce the net dividend to foreign investors. In addition,

any adverse movement in currency exchange rates during a delay in repatriating outside India the proceeds

from a sale of Equity Shares, for example, because of a delay in regulatory approvals that may be required

for the sale of Equity Shares may reduce the proceeds received by Equity Shareholders. For example, the

exchange rate between the Rupee and the U.S. dollar has fluctuated substantially in recent years and may

continue to fluctuate substantially in the future, which may have an adverse effect on the trading price of our

Equity Shares and returns on our Equity Shares, independent of our operating results.

56. We have not paid any dividends in the last three fiscal years and the three months ended September 30,

2018 and have not adopted a policy in relation to payment of dividends. Our ability to pay dividends in the

future will depend on a number of factors, including, our profit after tax for the fiscal year, our future

expansion plans and capital requirements, our financial condition and our cash flows and applicable

taxes.

We have not paid any dividends in the last three fiscal years and the three months ended September 30, 2018

and have not adopted a policy in relation to the payment of dividends. For details, see “Dividend Policy” on

page 176. Our ability to pay dividends in the future will depend on a number of factors, including our profit

after tax for the fiscal year, our future expansion plans and capital requirements, our financial condition, our

cash flows and applicable taxes, including dividend distribution tax payable by our Company. Any future

determination as to the declaration and payment of dividends will be at the discretion of our Board and

42

subsequent approval of shareholders and will depend on factors that our Board and shareholders deem

relevant. We may decide to retain all of our earnings to finance the development and expansion of our

business and, therefore, may not declare dividends on our Equity Shares. We cannot assure you that we will

be able to pay dividends at any point and in the future.

57. Statistical and industry data in this Draft Red Herring Prospectus may be inaccurate, incomplete or

unreliable.

We have not independently verified data obtained from industry publications and other sources referred to in

this Draft Red Herring Prospectus. This Draft Red Herring Prospectus includes information that is derived

from the website of IBEF and other relevant sources. Neither we, nor any of the BRLMs, nor any other person

connected with the Offer has verified the information in the website of IBEF and other sources. These

information does not guarantee the accuracy, adequacy or completeness of the information and disclaims

responsibility for any errors or omissions in the Information or for the results obtained from the use of the

Information. There are no standard data gathering methodologies in the industry in which we conduct our

business, and methodologies and assumptions vary widely among different industry sources. Further, such

assumptions may change based on various factors. We cannot assure you that information from website of

IBEF are correct or will not change and, accordingly, our position in the market may differ from that

presented in this Draft Red Herring Prospectus. Further, the IBEF Report is not a recommendation to invest

or disinvest in our Company. Prospective investors are advised not to unduly rely on the information of IBEF

or extracts thereof as included in this Draft Red Herring Prospectus, when making their investment decisions.

Prominent Notes

1. This is a Public Issue upto 26,00,000 Equity Shares of ₹ 10 each at a price of ₹ [●] per Equity Share

aggregating ₹ [●] Lakhs.

2. For information on changes in our Company’s registered office please refer to the chapter titled “Our History

and Corporate Matters” beginning on page 152 of the Draft Red Herring Prospectus.

3. Our Net Worth as per Standalone Restated Financial Statement as at September 30,2018, March 31, 2018,

March 31, 2017 and March 31, 2016 was ₹ 1929.69 Lakhs, ₹ 1573.83 Lakhs, ₹ 776.83 Lakhs and ₹ 611.02

Lakhs respectively.

4. The Net Asset Value per Equity Share as at September 30, 2018, March 31, 2018, March 31, 2017 and March

31, 2016 was 68.64, ₹55.98, ₹ 59.74 and ₹ 46.99 respectively.

5. Investors may contact the Book Running Lead Manager for any complaint pertaining to the Issue. All

grievances relating to ASBA may be addressed to the Registrar to the Issue, with a copy to the relevant SCSBs,

giving full details such as name, address of the Applicant, number of Equity Shares for which the applied,

Application Amounts blocked, ASBA Account number and the Designated Branch of the SCSBs where the

ASBA Form has been submitted by the ASBA Applicant.

6. The average cost of acquisition per Equity Share by our Promoter is set forth in the table below:

Name of the Promoters No. of Equity Shares held Average cost of

Acquisition (in )

Mr. Anshuman Yenigalla 45,27,020 4.50

Mr. Venkata Ravindra Yenigalla 10,35,000 2.00

43

For further details relating to the allotment of Equity Shares to our Promoter, please refer to the chapter titled

“Capital Structure” beginning on page 62 of the Draft Red Herring Prospectus.

7. There has been no financing arrangement whereby the Promoter Group, our Directors and their relatives have

financed the purchase, by any other person, of securities of our Company other than in the normal course of

the business of the financing entity during the period of six months immediately preceding the date of the

Draft Red Herring Prospectus.

8. The details of transaction by our Company are disclosed under Related Party Transactions in “Financial

Statements” of our Company beginning on page 177 of this Draft Red Herring Prospectus.

44

SECTION III INTRODUCTION

THE ISSUE

The Following Table summarize details of the issue

Issue * Up to 26,00,000 Equity Shares, of ₹ 10 each fully paid-up of our

Company for cash at a price of ₹ [●] per Equity Share aggregating

to ₹ [●] Lakhs.

Of which

Market Maker Reservation Portion: [●] Equity Shares of ₹ 10 each fully paid-up of our Company for

cash at a price of ₹ [●] per Equity Share aggregating to₹ [●] Lakhs.

Net Issue [●] Equity Shares of ₹ 10 each fully paid-up of our Company for

cash at a price of ₹ [●] per Equity Share aggregating to ₹ [●] Lakhs.

Of which

A) QIB Portion Up to [●] Equity Shares available for allocation of ₹ 10 each fully

paid-up of our Company for cash at a price of ₹ [●] per Equity

Share aggregating to ₹ [●] Lakhs.

of which:

(i) Anchor Investor Portion Up to [•] Equity Shares

(ii) Balance available for allocation to

QIBs other than Anchor Investors

(assuming Anchor Investor Portion is

fully subscribed)

[•] Equity Shares

of which:

(a) Available for allocation to Mutual

Funds only (5% of the QIB

Portion excluding Anchor

Investor Portion)

[•] Equity Shares

(b) Balance for all QIBs including

Mutual Funds

[•] Equity Shares

B) Non-Institutional Portion Not less than [●] Equity Shares of ₹ 10 each fully paid-up of our


to ₹ [●] Lakhs will be available for allocation to investors above ₹

2.00 Lakhs.

C) Retail Portion Not less than [●] Equity Shares of ₹ 10 each fully paid-up of our


to ₹ [●] Lakhs will be available for allocation to Investors up to ₹

2.00 Lakhs.

Pre and post Issue Equity Shares

Equity Shares outstanding prior to the

Issue

₹ 702.82 Lakh divided into 70,28,185 Equity Shares of ₹ 10 each

Equity Shares outstanding after the

Issue*

[•] Equity Shares

Utilisation of Net Proceeds See “Objects of the Issue” beginning on page 77 for information

about the use of the proceeds from the Fresh Issue. * To be updated upon finalization of the Issue Price.

Note:

Number of shares may need to be adjusted for lot size upon determination of issue price and finalisation of basis of

allotment.

1. The issue has been authorized by the Board of Directors of our Company pursuant to a resolution passed at

its meeting held on December 14, 2018.

2. Our shareholders have authorized the Issue by a special resolution adopted under Section 62(1)(c) of the

Companies Act 2013, passed at the extraordinary general meeting of our Company held on December 14,

2018.

45

3. The Issue is being made in terms of Chapter IX of the SEBI (ICDR) Regulations 2018. For further details,

please refer to section titled “Financial Information”, please see page no 177 of this Draft Red Herring

Prospectus.

4. Our Company may, in consultation with the BRLMs, allocate up to 60% of the QIB Portion to Anchor

Investors on a discretionary basis. The QIB Portion will accordingly be reduced for the Equity Shares

allocated to Anchor Investors. 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. In the event of under-subscription in the Anchor Investor Portion, the remaining

Equity Shares shall be added to the QIB Portion. 5% of the QIB Portion (excluding Anchor Investor Portion)

shall be available for allocation on a proportionate basis to Mutual Funds only, and the remainder of the

QIB Portion (excluding Anchor Investor 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. In the event the aggregate demand from Mutual Funds is less than as

specified above, the balance Equity Shares available for Allotment in the Mutual Fund Portion will be added

to the QIB Portion and allocated proportionately to the QIB Bidders (other than Anchor Investors) in

proportion to their Bids. For details, see “Issue Procedure” beginning on page 284 of this Draft Red Herring

Prospectus.

5. Subject to valid Bids being received at or above the Issue Price, under-subscription, if any, in any category

except the QIB Portion, would be allowed to be met with spill over from any other category or combination

of categories at the discretion of our Company, the BRLMs and the Designated Stock Exchange. In the event

of under-subscription in the issue, Equity Shares shall be allocated in the manner specified in the section

“Terms of the Issue “beginning on page 275 of this Draft Red Herring Prospectus.

6. In the event of oversubscription, Allotment shall be made on a proportionate basis, subject to valid bids

received at or above the Issue Price, in consultation with NSE and in accordance with SEBI (ICDR)

Regulations. Subject to valid Bids being received at or above the Issue Price, under-subscription, if any, in

any category, except in the QIB Portion, would be allowed to be met with spill over from any other category

or combination of categories at the discretion of our Company, in consultation with the BRLM and the

Designated Stock Exchange.

Allocation to all categories, except the Anchor Investor Portion and the Retail Portion, if any, shall be made on a

proportionate basis, subject to valid Bids received at or above the issue Price. The allocation to each Retail Individual

Bidder shall not be less than the minimum Bid Lot, subject to availability of Equity Shares in Retail Portion, and the

remaining available Equity Shares, if any, shall be Allocated on a proportionate basis. For further details, see “Issue

Procedure” beginning on page 284. For details of the terms of the Issue, see “Terms of the Issue” beginning on page

275 of this Draft Red Herring Prospectus.

46

SUMMERY OF FINANCIAL INFORMATION

ANNEXURE I

STATEMENT OF CONSOLIDATED RESTATED ASSETS AND LIABILITIES

( ₹ in Lakhs)

Sr.

No. Particulars Annexure

As at March 31,

2017 2016

EQUITY AND LIABILITIES

1) Shareholders’ Funds

a. Share Capital VII 130.05 130.05

b. Reserves & Surplus VIII 646.79 480.79

2) Non-Current Liabilities

a. Long Term Borrowings IX 256.14 160.37

b. Long Term Provisions X 43.88 26.01

3) Current Liabilities

a. Short Term Borrowings XI 404.03 500.33

b. Trade Payables XII 1,535.17 766.12

d. Other Current Liabilities XIII 50.44 97.25

c. Short Term Provisions XIV 15.84 9.34

TOTAL 3,082.35 2,170.26

ASSETS

1) Non-Current Assets

a. Fixed Assets XV

(i)Tangible Assets 113.93 96.46

(ii)Intangible Assets - -

(iii) Capital work-in-progress

(iv) Intangible Assets Under Development

Net Block 113.93 96.46

b. Non-current Investments XVI 1.00 0.81

c. Deferred Tax Asset XVII 13.01 5.67

d. Long Term Loans & Advances XVIII 174.49 21.61

2) Current Assets

a. Inventories XIX 167.88 175.32

b. Trade Receivables XX 1,689.73 1,221.67

c. Cash and Cash Equivalents XXI 535.78 492.71

d. Short Term Loans & Advances XXII 381.76 151.11

e. Other Current Assets XXIII 4.75 4.90

TOTAL 3,082.35 2,170.26

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ANNEXURE II

CONSOLIDATED STATEMENT OF PROFIT AND LOSS AS RESTATED

(₹ in Lakhs)

Sr.


As at March 31,

2017 2016

A INCOME

Revenue from Operations XXIV 6,309.71 4,133.75

Other Income XXV 19.94 3.87

Total Income (A) 6,329.65 4,137.62

B EXPENDITURE

Cost of materials consumed XXVI 4,851.61 2,956.73

Changes in inventories XXVII -49.47 322.81

Employee benefit expenses XXVIII 449.98 270.17

Finance costs XXIX 154.62 114.44

Depreciation and amortization expense XV 24.96 25.13

Other Expenses XXX 646.43 309.84

Total Expenses (B) 6,078.15 3,999.17

C Profit Before Exceptional and Extraordinary items

and tax

251.30 138.50

Exceptional items - -

Profit Before Extraordinary items 251.50 138.44

Extraordinary items - -

Profit Before tax 251.50 138.44

Tax expense :

(i) Current tax 92.84 54.01

(ii) Prior Period Taxes - -

(ii) Deferred tax -7.34 -13.40

E Total Tax Expense (E) 85.50 40.61

F Net Profit / (Loss) after tax from continuing

operations 165.81 97.89

Share of (loss) /profit from Associate 0.19 -0.05

Balance carried to Balance Sheet 166.00 97.84

48

ANNEXURE III

RESTATED STATEMENT OF CONSOLIDATED CASH FLOW ( ₹ in Lakhs)

Particulars As at March 31,

2017 2016

Cash flow from operating activities:

Net Profit before tax as per Profit And Loss account 251.50 138.44

Adjusted for:

Depreciation & Amortization 24.96 25.13

Interest & Financial Charges 154.62 114.44

Provision for Gratuity 6.56 4.37

Provision for Maintenance 15.33 11.28

Interest income 18.63 3.77

Receipt of Prior Period Income - 9.53

Share of Loss/ (Profit) from Associate Company -0.19 0.05

Operating Profit Before Working Capital Changes 434.16 299.48

Adjusted for (Increase)/ Decrease in:

Trade Receivables -468.06 -425.20

Inventories 7.43 509.25

Short Term Loans and Advances -230.65 -34.00

Other Current Assets 0.15 -4.90

Long Term Loans and Advances -152.89 60.28

Adjusted for Increase/ (Decrease) in:

Trade Payables 769.05 -25.77

Other Current Liabilities -66.07 56.39

Cash Generated From Operations 293.13 435.51

Direct Tax Paid -90.36 -50.79

Net Cash Flow from/(used in) Operating Activities: (A) 202.77 384.72

Cash Flow From Investing Activities:

Purchase of Fixed Assets -42.44 -16.55


Net Cash Flow from/(used in) Investing Activities: (B) -23.81 -12.78

Cash Flow from Financing Activities:

Proceeds from issue of share capital Inc of Premium - 75.23

Increase / (Decrease) in Long Term Borrowing 115.04 -85.51

Increase / (Decrease) in Short Term Borrowing -96.30 204.55

Interest & Financial Charges -154.62 -114.44

Net Cash Flow from/(used in) Financing Activities ( C) -135.89 79.83

Net Increase/(Decrease) in Cash & Cash Equivalents (A+B+C) 43.07 451.76

Cash & Cash Equivalents As At Beginning of the Year 492.71 40.94

Cash & Cash Equivalents As At End of the Year 535.78 492.71

49

ANNEXURE I

STATEMENT OF RESTATED ASSETS AND LIABILITIES (₹ in Lakhs)

Sr.

No. Particulars

Annex

ure

As at

September,

2018

As at March 31,

2018 2017 2016



a. Share Capital VII 281.13 281.13 130.05 130.05

b. Reserves & Surplus VIII 1,648.57 1,292.70 646.79 480.98


a. Long Term Borrowings IX 315.06 288.46 256.14 160.37

b. Long Term Provisions X 83.38 73.26 43.88 26.01


a. Short Term Borrowings XI 1,652.87 1,358.53 404.03 500.33

b. Trade Payables XII 2,958.93 3,749.48 1,535.17 766.12

d. Other Current Liabilities XIII 98.96 108.38 50.44 97.25

c. Short Term Provisions XIV 243.72 189.83 15.84 9.34

T O T A L 7,282.60 7,341.76 3,082.34 2,170.44

ASSETS


a. Fixed Assets XV

(i) Tangible Assets 231.63 201.91 113.93 96.46

(ii) Intangible Assets 7.65 4.96 - -

(iii) Capital work-in-progress 76.10 - - -

(iv) Intangible Assets Under Development 0.32 - - -

Net Block 315.69 206.87 113.93 96.46

b. Non-current Investments XVI - 1.00 1.00

c. Deferred Tax Asset XVII 31.85 24.43 13.01 5.67

d. Long Term Loans & Advances XVIII 358.50 360.52 174.49 21.61

2) Current Assets

a. Current investments XIX 99.09 91.50 - -

b. Inventories XX 1,162.88 336.25 167.88 175.32

c. Trade Receivables XXI 3,612.09 5,036.66 1,689.73 1,221.67

d. Cash and Cash Equivalents XXII 638.86 682.09 535.78 492.71

e. Short Term Loans & Advances XXIII 1,007.89 565.17 381.76 151.11

f. Other Current Assets XXIV 55.75 38.27 4.75 4.90

T O T A L 7,282.60 7,341.76 3,082.34 2,170.44

50

ANNEXURE II

STATEMENT OF PROFIT AND LOSS AS RESTATED (₹ in Lakhs)

Sr.


As at

September,

2018

As at March 31,

2018 2017 2016

A INCOME

Revenue from Operations XXV 5,636.34 10,596.54 6,309.71 4,133.75

Other Income XXVI 18.56 29.31 19.94 3.87

Total Income (A) 5,654.91 10,625.85 6,329.65 4,137.62

B EXPENDITURE

Cost of materials consumed XXVII 4,346.87 7,741.44 4,851.61 2,956.73

Changes in inventories of Work-In-Progress XXVIII -393.35 -17.56 -49.47 322.81

Employee benefit expenses XXIX 441.35 624.49 449.98 270.17

Finance costs XXX 151.82 207.40 154.62 114.44

Depreciation and amortization expense XV 34.37 38.68 24.96 25.13

Other Expenses XXXI 559.76 1,023.45 646.63 309.84

Total Expenses (B) 5,140.81 9,617.90 6,078.34 3,999.12

C Profit Before Exceptional and

Extraordinary items and tax 514.10 1,007.95 251.30 138.50

Exceptional items - - - -

Profit Before Extraordinary items 514.10 1,007.95 251.30 138.50

Extraordinary items - - - -

Profit Before tax 514.10 1,007.95 251.30 138.50

Tax expense :

(i) Current tax 165.65 285.85 92.84 54.01

(ii) Prior Period Taxes - 3.84 - -

(ii) Deferred tax -7.42 -11.42 -7.34 -13.40

E Total Tax Expense (E) 158.24 278.27 85.50 40.61

F Net Profit / (Loss) after tax 355.86 729.69 165.81 97.89

51

ANNEXURE III

STATEMENT OF CASH FLOW AS RESTATED (₹ in Lakhs)

Particulars

As at

September,

2018

As at March 31,

2018 2017 2016


Net Profit before tax as per Profit And Loss account 514.10 1,007.95 251.30 138.50

Adjusted for:

Depreciation & Amortization 34.37 38.68 24.96 25.13

Interest & Financial Charges 151.82 207.40 154.62 114.44

Provision for Gratuity 2.30 11.77 6.56 4.37

Provision for Maintenance 10.04 24.41 15.33 11.28

Interest income 18.27 28.94 18.63 3.77

Receipt of Prior Period Income - - - 9.53

Profit on sale of Assets 0.18 0.22 - -

Provision for Bad Debts 41.37

Operating Profit Before Working Capital Changes 735.54 1,261.05 434.16 299.48


Trade Receivables 1,383.20 -3,346.93 -468.06 -425.20

Inventories -826.63 -168.37 7.43 509.25

Short Term Loans and Advances -442.72 -183.41 -230.65 -34.00

Other Current Assets -17.48 -33.51 0.15 -4.90

Long Term Loans and Advances 2.02 -186.03 -152.89 60.28


Trade Payables -790.56 2,214.31 769.05 -25.77

Other Current Liabilities 2.32 48.02 -66.07 56.39

Cash Generated From Operations 45.70 -394.88 293.13 435.51

Direct Tax Paid -113.99 -118.66 -90.36 -50.79

Net Cash Flow from/(used in) Operating Activities: (A) -68.29 -513.54 202.77 384.72


Purchase of Fixed Assets -143.66 -132.12 -42.44 -16.55

Purchase of Investments -7.59 -91.50 -

Sale of Fixed Assets 0.65 0.73 - -

Interest income 18.27 28.94 18.63 3.77

Sale of Non-Current Investments - 1.00 - -

Net Cash Flow from/(used in) Investing Activities: (B) -132.33 -192.96 -23.81 -12.78


Proceeds from issue of share capital Inc of Premium - - - 75.23

Increase / (Decrease) in Long Term Borrowing 14.87 105.71 115.04 -85.51

Increase / (Decrease) in Short Term Borrowing 294.34 954.49 -96.30 204.55

Interest & Financial Charges -151.82 -207.40 -154.62 -114.44

Net Cash Flow from/(used in) Financing Activities ( C) 157.39 852.81 -135.89 79.83

Net Increase/(Decrease) in Cash & Cash Equivalents (A+B+C) -43.23 146.31 43.07 451.76

Cash & Cash Equivalents As At Beginning of the Year 682.09 535.78 492.71 40.94

Cash & Cash Equivalents As At End of the Year 638.86 682.09 535.78 492.71

52

GENERAL INFORMATION

Our Company was incorporated as “Novus Green Energy Systems Private Limited” at Secunderabad, Andhra Pradesh

as a Private company limited by Shares under the provisions of the Companies Act, 1956 vide Certificate of

Incorporation dated July 17, 2009 bearing Corporate Identification Number U40300AP2009PTC064410 issued by

Assistant Registrar of Companies, Andhra Pradesh & Telangana. Consequent upon the conversion of our Company

to public limited company and as approved by the shareholders of our company pursuant to a special resolution dated

July 19, 2018, the name of our Company was changed to “Novus Green Energy Systems Limited” and fresh certificate

of incorporation dated August 02, 2018 was issued by the Registrar of Companies, Andhra Pradesh & Telangana. The

Corporate Identification Number of our Company is U40300TG2009PLC064410.

For details of changes in name and registered offices of our Company, please refer to the section titled "History and

Certain Corporate matters" beginning on page 152 of this Draft Red Herring Prospectus.

Our Company and Issue Related Information

Registered Office Novus Green Energy Systems Limited

#100, Siddhi, 1st & 2nd Floor, P&T Colony,

Trimulgherry Secunderabad Telangana-500015

Tel:040-027743245

Fax: +(91)- 040-40045515

Email: [email protected]

Website: www.novusgreen.in

Date of Incorporation July 17, 2009

Registration Number 064410

Corporate Identification Number U40300TG2009PLC064410

Company Category Company Limited by Shares

Company Sub Category Indian Non-Government Company

Address of the Registrar of Companies Registrar of Companies, Andhra Pradesh & Telangana,

2nd Floor, Corporate Bhavan,

GSI Post, Tattiannaram Nagole, Bandlaguda

Hyderabad - 500 068

Designated Stock Exchange NSE EMERGE,

Exchange Plaza, C-1, Block G, Bandra Kurla Complex,

Bandra (E), Mumbai-400051, Maharashtra, India

Issue Programme Issue Opens on: [●]

Issue Closes on: [●]

Company Secretary and Compliance Officer Mr. Sannapaneni Sudheer

Novus Green Energy Systems Limited


Trimulgherry Secunderabad Telangana-500015.

Telephone: +(91)- 040-027743245

Fax: +(91)-040-40045515

CIN: U40300TG2009PLC064410


Email id: [email protected]

Chief Financial Officer Mr. Srikrishna Saibabu Nandiraju



Trimulgherry Secunderabad Telangana-500015.

Telephone: +(91)- 040-027743245

Fax: +(91)-040-40045515

CIN: U40300TG2009PLC064410



tel:040-69993245

53

Board of Directors

Our Company’s Board comprises of the following Directors:

Name, Nature of Directorship and DIN Age Residential Address

Mr. Anshuman Yenigalla

Managing Director

DIN: 02258999

34 years Plot No: 100, Opp RTO Office, P & T Colony

Trimulgherry, Secunderabad, Hyderabad, Telangana

India: 500015.

Mr. Venkata Ravindra Yenigalla

Whole Time Director

DIN: 02259077

54 years H-No: 5-9-48/94, Raghav Kalyan Estate, J J Nagar,

Post, Secunderabad, Telangana India: 500087

Mrs. Pariplavi Mokkapati

Non- Executive Director

DIN: 08178598

60 years Plot No: 100, Opp RTO Office, P & T Colony

Trimulgherry, Secunderabad, Hyderabad, Telangana

India: 500015.

Mrs. Nagulavari Vanitha

Independent Director

DIN: 7271674

30 years House No. 1-8-104, Opposite A.R.I Gate, Rajendra

Nagar, Hyderabad, Telangana India:500030

Mr. Srinivasa Rao Muttineni

Independent Director

DIN: 00592616

63 years Flat No 201; Block No 8 Hill ridge springs, (Beside

ISB Campus) Gachhibowli, Hyderabad Telangana

India:500 034

For further details of the Board of Directors, please refer to the section titled "Our Management" beginning on page 161

of the Draft Red Herring Prospectus.

Investors may contact our Company Secretary and Compliance Officer and/ or the Registrar to the Issue and/ or

the Book Running Lead Manager, in case of any pre-issue or post-issue related problems, such as non-receipt of

letters of allotment, credit of allotted Equity Shares in the respective beneficiary account or refund orders, etc.

All grievances relating to the Issue may be addressed to the Registrar to the Issue, giving full details such as name, address

of the Bidder, number of Equity Shares applied for, the Bid amount paid on submission of the Bid cum Application Form

and the bank branch or collection Centre where the application was submitted.

All grievances relating to the ASBA process may be addressed to the Registrar to the Issue with a copy to the relevant

SCSB or the member of the Syndicate if the Bid was submitted to a member of the Syndicate at any of the Specified

Locations, or the Registered Broker if the Bid was submitted to a Registered Broker at any of the Brokers Centers, as the

case maybe , quoting the full name of the sole or first Bidder, Bid cum Application Form number, address of the Bidder,

Bidder‘s DP ID, Client ID, PAN, number of Equity Shares applied for, date of Bid-cum-Application Form, name and

address of the member of the Syndicate or the Designated Branch or the Registered Broker or address of the RTA or address

of the DP, as the case may be, where the Bid was submitted, and the ASBA Account number in which the amount equivalent

to the Bid Amount was blocked. All grievances relating to Bids submitted through the Registered Broker and/or a Stock

Broker may be addressed to the Stock Exchange with a copy to the Registrar.

54

Details of Key Intermediaries pertaining to this Issue and Our Company:

Book Running Lead Manager to the Issue

Capital Square Advisors Private Limited

208, 2nd Floor, AARPEE Centre, MIDC Road No:11,

Andheri (E), Mumbai – 400093, Maharashtra, India

Tel. No.: 022-66849999

Fax No :022-66849998


Website: www.capitalsquare.com

SEBI Registration No.: INM000012219

Contact Person: Mr. Tanmoy Banerjee/Mr. Saket Jain

Legal Advisor to the Issue

V.V.Vinod Kumar

Plot No. 14, Navanirman Nagar,

Road No. 71, Jubilee Hills

Hyderabad, 500096, Telangana

Telephone: 04023552577

Contact Person: V V Vinod Kumar


Website: N.A.

Contact Person: Mr. V.V.Vinod Kumar

Registrar to the Issue

Big Share Services Private Limited

1st Floor, Bharat Tin Works Building, Opp. Vasant Oasis,

Makwana Road, Marol, Andheri East, Mumbai, Maharashtra

400059

Tel:020-62638200; Fax:022-62638299:

Email: [email protected]:

Investor Grievance E-mail: [email protected]:

Contact Person: Mr. Srinivas Dornala

Website: www.bigshareonline.com

SEBI Registration No: INR000001385

CIN: U99999MH1994PTC076534

Banker to the Company

Union Bank of India [●]

Tel: [●]

Facsimile[●]

Email: [●]

Website: [●]

Contact Person: [●]


HDFC Bank Limited

[●]

Tel: [●]

Facsimile[●]

Email: [●]

Website: [●]



State Bank of India

[●]

Tel: [●]

Facsimile[●]

Email: [●]

Website: [●]


Statutory and Peer Review Auditors to the Company

M/s. NSVR and Associates LLP

(Formerly known as Nekkanti Srinivasu & Co.)

Chartered Accountants

Flat No 202, Nestcon Gayatri, Plot No 28,

Panchavati Cooperative Society,

Road No 10, Banjara hills,

Hyderabad Telangana-500 034, India.

Telephone: +91 40 23319833

E-mail: [email protected]

Website: www.nsvr.in

Contact Person: Mr. V. Gangadhara Rao N

Firm Registration: 008801S/S200060

Membership Number: 219486

Peer Review Certificate No: 009126

Bankers to the Issue/Public Issue Bank/Refund Banker

[●]

^ To be appointed before the issue opening date.

M/s NSVR and Associates LLP is a peer review auditor of our Company in compliance with section 11 of part A of Schedule

VI of SEBI (ICDR)2018 and hold a valid peer review certificate No. 009126 dated June 30,2016 issued by the “Peer Review

Board” of the ICAI.

mailto:[email protected]


tel:020-62638200


http://www.bigshareonline.com/


http://www.nsvr.in/

55

Statement of inter se allocation of Responsibilities for the Issue

Capital Square Advisors Private Limited is the sole Book Running Lead Manager to the Issue and all the

responsibilities relating to co-ordination and other activities in relation to the Issue shall be performed by them and

hence a statement of inter-se allocation of responsibilities is not required.

Self-Certified Syndicate Banks (SCSBs)

The lists of banks that have been notified by SEBI to act as SCSB for the Applications Supported by Blocked Amount

(ASBA) Process are provided on http://www.sebi.gov.in/sebiweb/home/detail/32931/yes/List-of-Self-Certified-

Syndicate-Banks-SCSBsfor- Syndicate-ASBA. For details on Designated Branches of SCSBs collecting the ASBA

Bid Form, please refer to the above-mentioned SEBI link.

Broker Centres/ Designated CDP Locations/ Designated RTA Locations

In accordance with SEBI Circular No. CIR/CFD/14/2012 dated October 4, 2012 and

CIR/CFD/POLICYCELL/11/2015 dated November 10, 2015, Applicants can submit Application Forms with the

Registered Brokers at the Broker Centres, CDPs at the Designated CDP Locations or the RTAs at the Designated RTA

Locations, respective lists of which, including details such as address and telephone number, are available at the

websites of the Stock Exchange at www.nseemerge.com . The list of branches of the SCSBs at the Broker Centres,

named by the respective SCSBs to receive deposits of the Application Forms from the Registered Brokers will be

available on the website of the SEBI (www.sebi.gov.in) and updated from time to time.

Credit Rating

As the Issue is of Equity Shares, credit rating is not required.

Trustees

As the Issue is of Equity Shares, the appointment of trustees is not required.

Debenture Trustees

As the Issue is of Equity Shares, the appointment of Debenture trustees is not required.

IPO Grading

Since the Issue is being made in terms of Chapter IX of the SEBI (ICDR) Regulations 2018 there is no requirement

of appointing an IPO Grading agency.

Monitoring Agency

As per regulation 262(1) of the SEBI ICDR Regulations 2018, the requirement of Monitoring Agency is not mandatory

if the Issue size excluding the size of offer for sale by selling shareholders, is below ₹ 10,000 Lakhs. Since the Issue

size is only of ₹ [●] Lakh, our Company has not appointed any monitoring agency for this Issue. However, as per

Section 177 of the Companies Act, 2013, the Audit Committee of our Company, would be monitoring the utilization

of the proceeds of the Issue.

Appraising Entity

None of the objects of the issue for which the Net Proceeds will be utilised have been appraised by any agency.




56

Expert Opinion

Except as stated below, our Company has not obtained any expert opinions:

Our Company has received written consent dated December 17, 2018, from the Statutory Auditors namely, M/s.

NSVR and Associates LLP, Chartered Accountants, to include their name as required under Section 26(1)(a)(v) of the

Companies Act, 2013 in this Draft Red Herring Prospectus and as an “Expert” as defined under Section 2(38) of the

Companies Act, 2013, in respect of the reports of the Statutory Auditors on the Restated Financial Statements, dated

December 17, 2018, and the statement of tax benefits dated December 17, 2018, included in this Draft Red Herring

Prospectus and such consent has not been withdrawn as on the date of this Draft Red Herring Prospectus. However,

the term “Expert” shall not be construed to mean an “expert” as defined under the Securities Act.

BOOK BUILDING PROCESS

The book building, in the context of the Offer, refers to the process of collection of Bids on the basis of the Red

Herring Prospectus within the Price Band, which will be decided by our Company and the Selling Shareholder, in

consultation with the BRLM, and advertised in [●] editions of the English national newspaper, [●] editions of the

Hindi national newspaper, and [●] editions of the Marathi newspaper (Marathi being the regional language of Mumbai

where our Registered and Corporate Office is located), each with wide circulation, at least five working days prior to

the Bid / Issue Opening Date. The Issue Price is finalized after the Bid / Issue Closing Date. The principal parties

involved in the Book Building Process are:

Our Company;

the BRLM;

The Syndicate Member(s) who are intermediaries registered with SEBI/ registered as brokers with NSE and

eligible to act as Underwriters. The Syndicate Member will be appointed by the Book Running Book Running

Lead Manager the SCSBs;

the Registered Brokers

the Registrar to the Issue

the Escrow Collection Bank(s);

the Collecting Depository Participants.

The SEBI ICDR Regulations have permitted the Issue of securities to the public through the Book Building Process,

wherein not more than 50% of the Issue shall be available for allocation on a proportionate basis to QIBs, of which

5% shall be reserved for Mutual Funds. Further, not less than 15% of the Issue shall be available for allocation on a

proportionate basis to Non Institutional Bidders and not less than 35% of the Issue shall be available for allocation on

a proportionate basis to Retail Individual Bidders, subject to valid Bids being received at or above the Issue Price.

Under subscription, if any, in any category, would be allowed to be met with spill-over from any other category or

combination of categories at the discretion of our Company, in consultation with the BRLM and the Designated Stock

Exchange. Our Company will comply with the SEBI ICDR Regulations 2018 for this Issue. In this regard, our

Company has appointed the Book Running Lead Manager to procure subscriptions to the Issue.

In accordance with the SEBI Regulations, QIBs and Non-Institutional Bidders are not allowed to withdraw or lower

the size of their Bids (in terms of the quantity of the Equity Shares or the Bid Amount) at any stage. Retail Individual

Bidders can revise or withdraw their Bids prior to the Bid/issue Closing Date.

We will comply with the SEBI ICDR Regulations 2018 and any other ancillary directions issued by SEBI for this

Issue. In this regard, we have appointed Capital Square Advisors Private Limited as the Book Running Book Running

Lead Manager, respectively to manage the Issue and procure subscriptions to the Issue.

The process of Book Building under the SEBI ICDR Regulations is subject to change from time to time and the

investors are advised to make their own judgment about investment through this process prior to making a Bid

or application in the Issue.

57

Illustration of Book Building and Price Discovery Process: (Investors should note that this example is solely for

illustrative purposes and is not specific to the Issue)

Bidders can bid at any price within the price band. For instance, assume a price band of ₹20 to ₹24 per equity share,

issue size of [●] equity shares and receipt of five bids from bidders, details of which are shown in the table below. A

graphical representation of the consolidated demand and price would be made available at the bidding centers during

the bidding period. The illustrative book below shows the demand for the equity shares of the issuer company at

various prices and is collated from bids received from various investors.

Bid Quantity Bid Amount() Cumulative Quantity Subscription

500 24 500 16.67%

1,000 23 1,500 50.00%

1,500 22 3,000 100.00%

2,000 21 5,000 166.67%

2,500 20 7,500 250.00%

The price discovery is a function of demand at various prices. The highest price at which the issuer is able to issue the

desired number of shares is the price at which the book cuts off, i.e., ₹ 22.00 in the above example. The issuer, in

consultation with the Book Running Book Running Lead Manager will finalize the issue price at or below such cut-

off price, i.e., at or below ₹ 22.00. All bids at or above this issue price and cut-off bids are valid bids and are considered

for allocation in the respective categories.

Steps to be taken by the Bidders for Bidding:

1) Check eligibility for making a Bid (see section titled “Issue Procedure” on page 284 of this Draft Red Herring

Prospectus);

2) Ensure that you have a demat account and the demat account details are correctly mentioned in the Bid cum

Application Form;

3) Ensure correctness of your PAN, DP ID and Client ID mentioned in the Bid cum Application Form. Based on

these parameters, the Registrar to the Issue will obtain the Demographic Details of the Bidders from the

Depositories.

4) Except for Bids on behalf of the Central or State Government officials, residents of Sikkim and the officials

appointed by the courts, who may be exempt from specifying their PAN for transacting in the securities market,

for Bids of all values ensure that you have mentioned your PAN allotted under the Income Tax Act in the Bid

cum Application Form. The exemption for Central or State Governments and officials appointed by the courts

and for investors residing in Sikkim is subject to the Depositary Participant‘s verification of the veracity of

such claims of the investors by collecting sufficient documentary evidence in support of their claims;

5) Ensure that the Bid cum Application Form is duly completed as per instructions given in the Draft Red Herring

Prospectus and in the Bid cum Application Form;

BID / ISSUE PROGRAMME

An indicative timetable in respect of the Issue is set out below:

Event Indicative Date

Bid / Issue Opening Date []

Bid / Issue Closing Date []

Finalization of Basis of Allotment with the Designated Stock Exchange []

Unblocking of Funds []

Credit of Equity Shares to demat accounts of Allottees []

Commencement of trading of the Equity Shares on the Stock Exchange []

58

Bids and any revision in Bids shall be accepted only between 10.00 a.m. and 5.00 p.m. (Indian Standard Time)

during the Bidding Period as mentioned above at the bidding centers mentioned in the Bid cum Application Form or,

in case of Bids submitted through ASBA, the Designated Branches of the SCSBs and the Syndicate ASBA Bidding

Locations, On the Bid/Issue Closing Date, Bids (excluding ASBA Bidders) shall be uploaded until (i) 5.00 p.m.

in case of Bids by QIB Bidders and Non-Institutional Bidders; and (ii) until 5.00 p.m. or until such time as permitted

by the NSE in case of Bids by Retail Individual Bidders. It is clarified that Bids not uploaded in the book, would be

rejected. Bids by ASBA Bidders shall be uploaded by the SCSB in the electronic system to be provided by the NSE.

In case of discrepancy of data between the Stock Exchange and the Designated Branches of the SCSBs, the decision

of the Registrar to the Issue, in consultation with the BRLM, our Company and the Designated Stock Exchange, based

on the physical / electronic records, as the case may be, of the Bid cum Application Forms shall be final and binding

on all concerned. Further, the Registrar to the Issue may ask for rectified data from the SCSB.

Due to limitation of time available for uploading the Bids on the Bid/ Issue Closing Date, the Bidders are advised to

submit their Bids one day prior to the Bid Closing Date and, in any case, no later than 1.00 p.m. (Indian Standard

Time) on the Bid Closing Date. Bidders are cautioned that in the event a large number of Bids are received on the Bid

Closing Date, which may lead to some Bids not being uploaded due to lack of sufficient time to upload, such Bids

that cannot be uploaded will not be considered for allocation in the Issue. If such Bids are not uploaded, our Company,

the BRLM and the Syndicate Members shall not be responsible. Bids will be accepted only on working days, i.e.

Monday to Friday (excluding any public holiday).

On the Bid/ Issue Closing Date, extension of time will be granted by the Stock Exchange only for uploading the Bids

received from Retail Individual Bidders, after taking into account the total number of Bids received up to the closure

of timings for acceptance of Bid cum Application Forms as stated herein and reported by the BRLM to the Stock

Exchange within half an hour of such closure.

Our Company, in consultation with the BRLM, reserves the right to revise the Price Band during the Bidding Period

in accordance with the SEBI ICDR Regulations 2018. The Cap Price shall be less than or equal to 120% of the Floor

Price. Subject to compliance with the immediately preceding sentence, the Floor Price can be revised up or down to a

maximum of 20% of the Floor Price as originally disclosed at least two working days prior to the Bid /Issue Opening

Date and the Cap Price will be revised accordingly.

In case of revision in the Price Band, the Bidding Period will be extended for three additional Working Days

after revision of the Price Band subject to the Bidding Period not exceeding 10 Working Days. Any revision in

the Price Band and the revised Bidding Period, if applicable, will be widely disseminated by notification to the

Stock Exchange, by issuing a press release, and also by indicating the change on the website of the BRLM and

at the terminals of the members of the Syndicate.

Underwriting

Our Company and Book Running Lead Manager to the Issue hereby confirm that the Issue is 100% Underwritten by

the Underwriter [●]. The underwriting agreement is dated [●] pursuant to the terms of the underwriting agreement;

obligations of the underwriter are subject to certain conditions specified therein. The underwriter has indicated their

intention to underwrite following number of specified securities being offered through this Issue.

Name, Address, Telephone, Facsimile, and

Email of the Underwriters

Indicated number of

Equity Shares to be

Underwritten

Amount

Underwritten

% of the total

Offer size

Underwritten

Capital Square Advisors Private Limited [●]

[●]

[●]

59

Name, Address, Telephone, Facsimile, and

Email of the Underwriters

Indicated number of

Equity Shares to be

Underwritten

Amount

Underwritten

% of the total

Offer size

Underwritten

208, 2nd Floor, AARPEE Centre, MIDC Road

No:11, Andheri (E), Mumbai – 400093,

Maharashtra, India

Tel. No.: 022-6684999

Fax No :022-66849998


Website:www.capitalsquare.com

SEBI Registration No: INM000012219

[●]

[●] [●] [●]

[●] [●] [●]

In the opinion of the Board of Directors of our Company, the resources of the above mentioned Underwriter are

sufficient to enable them to discharge their respective obligations in full.

Details of Market Making Arrangement for the Offer

Our Company has entered into Market Making Agreement dated [●] with the following Market Maker to fulfill the

obligations of Market Making for this Issue:

Name [●] [●]

Address [●] [●]

Telephone [●] [●]

E-mail [●] [●]

Contact Person [●] [●]

SEBI Registration No. [●] [●]

The Market Maker shall fulfill the applicable obligations and conditions as specified in the SEBI (ICDR) Regulations

2018 and the circulars offered by the NSE and SEBI regarding this matter from time to time.

Following is a summary of the key details pertaining to the Market Making Arrangement:

The Market Maker(s) (individually or jointly) shall be required to provide a 2-way quote for 75% of the time in a day.

The same shall be monitored by the stock exchange. Further, the Market Maker(s) shall inform the exchange in

advance for each and every black out period when the quotes are not being issued by the Market Maker(s).

The price band shall be 20% and the market maker spread (difference between the sell and the buy quote) shall be

within 10% or as intimated by Exchange from time to time and the same shall be updated in the Draft Red Herring

Prospectus.

The prices quoted by Market Maker shall be in compliance with the Market Maker Spread Requirements and other

particulars as specified or as per the requirements of NSE Emerge Platform and SEBI from time to time.

The minimum depth of the quote shall be ₹1,00,000. However, the investors with holdings of value less than ₹1,00,000

shall be allowed to Issue their holding to the Market Maker(s) (individually or jointly) in that scrip provided that he

sells his entire holding in that scrip in one lot along with a declaration to the effect to the selling broker.

The Market Maker shall not sell in lots less than the minimum contract size allowed for trading on the EMERGE

Platform (in this case currently the minimum trading lot size is [●] equity shares; however, the same may be changed

by the EMERGE Platform of NSE from time to time).

60

The Market Maker shall be required to provide a 2-way quote for 75% of the time in a day. The same shall be

monitored by the Stock Exchange. The spread (difference between the sell and the buy quote) shall not be more than

10% or as specified by the Stock Exchange. Further, the Market Maker (s) shall inform the exchange in advance for

each and every black out period when the quotes are not being offered by the Market Maker (s).

After a period of three (3) months from the market making period, the Market Maker would be exempted to provide

quote if the Shares of Market Maker in our Company reaches to 25% of Issue Size. Any Equity Shares allotted to

Market Maker under this Issue over and above 25% of Issue Size would not be taken in to consideration of computing

the threshold of 25% of Issue Size. As soon as the Shares of Market Maker in our Company reduces to 24% of Issue

Size, the Market Maker will resume providing two (2) way quotes.

There shall be no exemption/threshold on downside. However, in the event the Market Maker exhausts his inventory

through market making process, NSE may intimate the same to SEBI after due verification.

Execution of the order at the quoted price and quantity must be guaranteed by the Market Maker(s), for the quotes

given by him.

There would not be more than five (5) Market Makers for a script at any point of time and the Market Makers may

compete with other Market Makers for better quotes to the investors.

On the first day of the listing, there will be pre the equity market hours. The circuits will apply from the first day of

the listing on the discovered price during the pre-open call auction.

There will be special circumstances under which the Market Maker may be allowed to withdraw temporarily/fully

from the market – for instance due to system problems, any other problems. All controllable reasons require prior

approval from the Exchange, while force-majeure will be applicable for non-controllable reasons. The decision of the

Exchange for deciding controllable and non-controllable reasons would be final.

The Market Maker(s) shall have the right to terminate said arrangement by giving a three (3) months’ notice or on

mutually acceptable terms to the Book Running Lead Manager, who shall then be responsible to appoint a replacement

Market Maker(s). In case of termination of the above mentioned Market Making agreement prior to the completion of

the compulsory Market Making period, it shall be the responsibility of the Book Running Lead Manager to arrange

for another Market Maker in replacement during the term of the notice period being served by the Market Maker but

prior to the date of releasing the existing Market Maker from its duties in order to ensure compliance with the

requirements of regulation 261(1) of the SEBI (ICDR) Regulations 2018. Further our Company and the Book Running

Lead Manager reserve the right to appoint other Market Makers either as a replacement of the current Market Maker

or as an additional Market Maker subject to the total number of Designated Market Makers does not exceed five (5)

or as specified by the relevant laws and regulations applicable at that particulars point of time. The Market Making

Agreement is available for inspection at our registered office from 11.00 a.m. to 5.00 p.m. on Working Days.

Risk containment measures and monitoring for Market Makers:

NSE SME Exchange will have all margins, which are applicable on the NSE main board viz., Mark-to-Market, Value-

At-Risk (VAR) Margin, Extreme Loss Margin, Special Margins and Base Minimum Capital etc. NSE can impose any

other margins as deemed necessary from time-to-time.

Price Band and Spreads:

SEBI Circular bearing reference no: CIR/MRD/DP/ 02/2012 dated January 20, 2012, has laid down that for issue size

up to ₹250 Crores, the applicable price bands for the first day shall be:

In case equilibrium price is discovered in the Call Auction, the price band in the normal trading session shall be 5%

of the equilibrium price.

In case equilibrium price is not discovered in the Call Auction, the price band in the normal trading session shall be

5% of the issue price.

61

Additionally, the trading shall take place in TFT segment for first 10 days from commencement of trading. The

following spread will be applicable on the NSE SME Exchange/ Platform.

Market Price Slab (In ₹) Proposed spread (in % to sale price)

Up to 50 9

50 to 75 8

75 to 100 6

Above 100 5

Punitive Action in case of default by Market Makers:

NSE SME Exchange will monitor the obligations on a real time basis and punitive action will be initiated for any

exceptions and/or non-compliances. Penalties / fines may be imposed by the Exchange on the Market Maker, in case

he is not able to provide the desired liquidity in a particular security as per the specified guidelines. These penalties /

fines will be set by the Exchange from time to time. The Exchange will impose a penalty on the Market Maker in case

he is not present in the market (Issuing two way quotes) for at least 75% of the time. The nature of the penalty will be

monetary as well as suspension in market making activities / trading membership. The Department of Surveillance

and Supervision of the Exchange would decide and publish the penalties / fines / suspension for any type of

misconduct/ manipulation/ other irregularities by the Market Maker from time to time.

Pursuant to SEBI Circular number CIR/MRD/DSA/31/2012 dated November 27, 2012, limits on the upper side for

market makers during market making process has been made applicable, based on the issue size and as follows:

Issue Size

Buy quote exemption threshold

(including mandatory initial

inventory of 5% of the Issue size)

Re-Entry threshold for buy quote


inventory of 5% of the Issue size)

Upto₹20 Crore 25% 24%

₹20 Crore to ₹50 Crore 20% 19%

₹50 Crore to ₹80 Crore 15% 14%

Above ₹80 Crore 12% 11%

All the above mentioned conditions and systems regarding the Market Making Arrangement are subject to change

based on changes or additional regulations and guidelines from SEBI and Stock Exchange from time to time.

62

CAPITAL STRUCTURE

Our share capital structure before the Issue and after giving effect to the Issue, as at the date of this Draft Red Herring

Prospectus, is set forth below:

(₹ in Lakhs, except share data)

No. Particulars Aggregate Nominal

Value

Aggregate Value

at Issue Price (1)

A. Authorized Share Capital*

1,05,00,000 Equity Shares of face value of ₹10/- each 1050.00

B. Issued, Subscribed & Paid-up Share Capital prior to the

Issue

70,28,185 Equity Shares of face value of ₹10/- each 702.82

C. Present Issue in terms of this Draft Red Herring

Prospectus

Issue of Up to 26,00,000 Equity Shares of face value of ₹ 10/-

each for cash at a price of ₹[●] per Equity Share

[●] [●]

Which comprises of:

Reservation for Market Maker portion

[●] Equity Shares of face value of ₹ [●] each at a premium of

₹ [●] per Equity Share reserved as Market Maker Portion

[●] [●]

Net Issue to the Public


₹ [●]/- per Equity Share

[●] [●]

Of which:


₹ [●]/- per Equity Share will be available for allocation for

allotment to Retail Individual Investors of up to ₹ [●] lakh

[●] [●]

[●] Equity Shares of face value of [●]/- each at a premium of

₹[●]/- per Equity Share will be available for allocation for

allotment to Other Investors of above ₹ [●] Lakh

[●] [●]

D. Paid up Equity capital after the Issue

[●] Equity Shares of face value of ₹ [●] each [●] -

E. Securities Premium Account

Before the Issue 90.42

After the Issue [●]

(1) To be finalized upon determination of the issue price.

(2) This Issue has been authorized by the Board of Directors pursuant to a board resolution dated December 14, 2018

and by the shareholders of our Company pursuant to a special resolution dated December 14, 2018 passed at the

EGM of the Company under Section 62 (1)(c) of the Companies Act, 2013.

*For details of the change in authorized capital of our Company, see “History and Certain Corporate Matters-

Amendments to our Memorandum of Association” on Page 152 of this Draft Red Herring Prospectus.

Class of Shares

Our Company has only one class of share capital i.e. Equity Shares of ₹ 10.00 each only. All Equity Shares issued are

fully paid up. Our Company does not have any outstanding convertible instruments as on the date of the Draft Red

Herring Prospectus.

Notes to Capital Structure

1. Details of changes in Authorized Share Capital of our Company since incorporation

63

Sr.

No.

Date of

Shareholders

approval

EOGM/

AGM/

Postal

Ballot

Authorized

Capital

(₹ )

Particulars of Change

1. On Incorporation - 250,000/- -

2. 09.07.2011 EOGM 5,000,000/- The authorized share capital of the Company increased

from ₹ 2,50,000/- divided into 25,000 equity shares of

₹10/- each to ₹ 5,000,000/- divided into 500,000 equity

shares of ₹ 10/- each.


from ₹ 50,00,000/- divided into 500,000 equity shares

of ₹ 10/- each to ₹ 10,000,000/- divided into 1,000,000

equity shares of ₹ 10/- each.


from ₹ 10,000,000/- divided into 10,00,000 equity

shares of ₹ 10/- each to 15,000,000/- divided into

1,500,000 equity shares of ₹ 10/- each.



shares of ₹ 10/- each to ₹ 35,000,000/- divided into

3,500,000 equity shares of ₹ 10/- each.



shares of ₹ 10/- each to ₹ 10,50,00,000/- divided into

1,05,00,000 equity shares of ₹ 10/- each.

2. Equity Share Capital history of our Company

The following is the history of the Share Capital of our Company:

64

Date of

Allotment

Number

of Equity

Shares

Face

Value

per

Equity

Share

(₹)

Issue

Price

per

Equity

Share

(₹)

Nature of

Consideration

(Cash/ Other

than Cash)

Nature of

Allotment

Cumulative

Number of

Equity

Shares

Cumulative

Share

Capital (₹)

Cumulative

Share

Premium

(₹)

July 17,

2009

10,000 10 10 Cash Subscription

to MOA

10,000 100,000 0

October

05, 2009

15,000 10 10 Cash Further

allotment

25000 250,000 0

July 13,

2011


allotment

460,000 4,600,000 0

November

30, 2013


allotment

1,000,000 10,000,000 5,400,000

August

03, 2015


allotment

1,150,462 11,504,620 11,418,480

March 28,

2016


allotment

1,300,462 13,004,620 17,418,480

March 20,

2018

13,00,462 10 NA Other than

Cash

Bonus Issue 2,600,924 26,009,240 4,413,860

March 31,

2018

2,10,350 10 32 Cash Right Issue 2,811,274 28,112,740 9,041,560

November

29, 2018

42,16,911 10 NA Other than

Cash

Bonus Issue 70,28,185 702,81,850 --

Notes:

1) Initial Subscribers to the MOA subscribed to 10,000 (Ten Thousand only) Equity Shares of face value of ₹

10/- each as per the details given below:

S. No. Name of the Subscriber to MOA No of Shares Allotted

1. Anshuman Yenigalla 7,500

2. Venkata Ravindra Yenigalla 2,500

Total 10,000

2) Further Allotment of 15,000 Equity Shares of face value of ₹10/- each fully paid as per the details given below:

Sr. No. Name of Allottees No of Shares Allotted



Total 15,000

65

3) Further Allotment of 435,000 Equity Shares of face value of ₹10/- each fully paid as per the details given

below:

4) Further Allotment of 540,000 Equity Shares of face value of ₹ 10/- each fully paid as per the details given

below:

Sl. No. Name of Person No of Shares Allotted


Total 540,000

5) Preferential Allotment of 150,462 Equity Shares of face value of ₹10/- each fully paid as per the details given

below:

Sl. No. Name of Person No of Shares Allotted

1. Ambari Cloud INC 50,512

2. Mayur Mehta 99,950

Total 150,462

6) Preferential Allotment of 150,000 Equity Shares of face value of ₹ 10/- each fully paid as per the details given

below:



2. Pariplavi Mokkapati 50,000

Total 150,000

7) Bonus Issue of 1,300,462 Equity Shares of face value of ₹ 10/- each fully paid as per the details given below:

Sl. No. Name of Allottees No of Shares Allotted



3. Mayur Mehta 99,950

4. Ambari Cloud INC 50,512


6. Yenigalla Jhancy 23,000

Total 1,300,462

8) Right Issue of 210,350 Equity Shares of face value of ₹ 10/- each fully paid as per the details given below:



2. Yenigalla Jhancy 52,500


Total 210,350


1. Anshuman Yenigalla 2,11,250

2. Venkata Ravindra Yenigalla 2,00,750

3. Challa Uma Maheshwar Reddy 23,000

Total 4,35,000

66

9) Bonus Issue of 42,16,911 Equity Shares of face value of ₹ 10/- each fully paid as per the details given below:


1. Anshuman Yenigalla 27,16,212

2. Venkata Ravindra Yenigalla 6,21,000

3. Pariplavi Mokkapati 4,54,563

4. Yenigalla Jhancy 1,47,735

5. B. Pramod Reddy 40,515

6. K Shrinivasa Chary 1,51,536

7. Lakshmi Y 30,000

8. Neelimia Devi Bandi 28,350

9. Praveen Penchala 27,000

Total 42,16,911

3. Issue of Equity Shares for Consideration other than cash

Except as disclosed below, our Company has not issued any equity shares for consideration other than cash:

Date of

Allotment

Names of the

Allottees

Number

of Equity

Shares

Face

Value

(in ₹ )

Issue

Price

per

Equity

Share

(in ₹)

Reasons for

Allotment

March

20,2018

Anshuman Yenigalla 870,000 10 - Bonus Issue in

ratio of 1:1 by

capitalization of

reserves pursuant

to the

shareholders

resolution dated

March 20,2018

Venkata Ravindra

Yenigalla

207,000 10 -

Mayur Mehta 99,950 10 -

Ambari Cloud INC 50,512 10 -

Parplavi Mokkapati 50,000 10 -

Yenigalla Jhancy 23,000 10 -

November

29, 2018

Anshuman Yenigalla 27,16,212 10 - Bonus Issue in

ratio of 3:2 by

capitalization of

reserves pursuant

to the

shareholders

resolution dated

November 29,

2018

Venkata Ravindra

Yenigalla

6,21,000 10 -

Parplavi Mokkapati 454563 10 -

Yenigalla Jhancy 147735 10 -

B Pramod Reddy 40515 10 -

K Srinivasa Chary 151536 10 -

Lakshmi Y 30000 10 -

Neelima Devi Bandi 28350 10 -

Praveen Penchala 27000 10 -

4. No Equity Shares have been allotted pursuant to any scheme approved under Section 391-394 of the Companies

Act, 1956 or section 230-232 of the Companies Act, 2013.

5. Our Company has not issued equity shares under one or more employee stock option schemes, particulars of

equity shares issued under the employee stock option schemes may be aggregated quarter-wise, indicating the

aggregate number of equity shares issued and the price range within which equity shares have been issued in

each quarter.

67

6. Except as disclosed below, no Equity Shares have been issued at price below Issue Price during the last one

year:

Date of

Allotment

Names of the Allottees Number of

Equity

Shares

Face

Value

(in₹ )

Issue Price per

Equity Share

(in₹)

Reasons for

Allotment

March

20,2018

Anshuman Yenigalla 870,000 10 - Bonus Issue in ratio

of 1:1 by

capitalization of

reserves pursuant to

the shareholders

resolution dated

March 20,2018

Venkata Ravindra

Yenigalla

207,000 10 -

Mayur Mehta 99,950 10 -

Ambari Cloud INC 50,512 10 -

Parplavi Mokkapati 50,000 10 -

Yenigalla Jhancy 23,000 10 -

November

29, 2018

Anshuman Yenigalla 27,16,212 10 - Bonus Issue in ratio

of 3:2 by

capitalization of

reserves pursuant to

the shareholders

resolution dated

November 29, 2018

Venkata Ravindra

Yenigalla

6,21,000 10 -

Parplavi Mokkapati 454563 10 -

Yenigalla Jhancy 147735 10 -

B Pramod Reddy 40515 10 -

K Srinivasa Chary 151536 10 -

Lakshmi Y 30000 10 -

Neelima Devi Bandi 28350 10 -

Praveen Penchala 27000 10 -

7. Build-up of our Promoters’ Shareholding, Promoters’ Contribution and Lock-in

a) Build-up of Promoters’ shareholding in our Company

As on the date of this Draft Red Herring Prospectus, Our Promoters (i) Mr. Anshuman Yenigalla holds

45,27,020 Equity Shares, which constitutes 64.41% of the issued, subscribed and paid-up Equity Share

capital of our Company and (ii) Mr. Venkata Ravindra Yenigalla holds 10,35,000 Equity Shares, which

constitutes 14.73 % of the issued, subscribed and paid-up Equity Share capital of our Company

None of the Equity Shares held by our Promoters are subject to any pledge.

Set forth below is the build-up of the equity shareholding of our Promoters, since the incorporation of our

Company.

Date of

Allotment/

Acquisition/

Sale

Number

of Equity

Shares

Face

Value

(₹)

Issue/

Acquisiti

on/ Sale

Price per

Equity

Share(₹)

Nature of

Consideration

(Cash/ Other

than Cash)

Nature of

Transaction

% of

Pre-Issue

Equity

Share

Capital

% of

Post-

Issue

Equity

Share

Capital

Source

of

Funds

Anshuman Yenigalla

17-07-2009 7,500 10 10 Cash Subscription

to MOA

0.11% [] Owned

Fund

05-10-2009 11,250 10 10 Cash Allotment 0.16% [] Owned

Fund


Fund


Fund

68

Date of

Allotment/

Acquisition/

Sale

Number

of Equity

Shares

Face

Value

(₹)

Issue/

Acquisiti

on/ Sale

Price per

Equity

Share(₹)

Nature of

Consideration

(Cash/ Other

than Cash)

Nature of

Transaction

% of

Pre-Issue

Equity

Share

Capital

% of

Post-

Issue

Equity

Share

Capital

Source

of

Funds


Fund

20-03-2018 870,000 10 - Other than

Cash

Bonus Issue 12.38% [] N.A

31-03-2018 70,808 10 32 Cash Right Issue 1.01% [] Owned

Fund

29-11-2018 27,16,212 10 - Other than

Cash

Bonus Issue 38.65% [] N.A

Total 45,27,020 64.41% []

Date of

Allotment/

Acquisition/

Sale

Number

of Equity

Shares

Face

Value

(₹)

Issue/

Acquisitio

n/ Sale

Price per

Equity

Share(₹)

Nature of

Consideratio

n

(Cash/ Other

than Cash)

Nature of

Transaction

% of Pre-

Issue

Equity

Share

Capital

% of Post-

Issue

Equity

Share

Capital

Source

of

Funds

Venkata Ravindra Yenigalla

17-07-2009 2,500 10 10 Cash Subscription

to MOA

0.04% [] Owned

Fund


Fund


Fund

20-03-2018 207,000 10 - Other than

Cash

Bonus issue 2.95% [] -

29-11-2018 6,21,000 10 - Other than

Cash

Bonus Issue 8.84% [] -

Total 10,35,000 14.73% [] -

b) Details of Promoters’ Contribution Locked-in for Three (3) Years

Pursuant to Regulation 236 and 238 of the SEBI (ICDR) Regulations 2018, an aggregate of at least 20% of

the post-Issue Equity Share capital of our Company held by our Promoters shall be locked-in for a period of

three (3) years from the date of Allotment.

All Equity Shares held by our Promoters are eligible for Promoters’ contribution, pursuant to Regulation 237

of the SEBI (ICDR) Regulations.

All the Equity Shares of our Company held by our Promoters shall be held in dematerialized form prior to

filing of the Red Herring Prospectus with the RoC.

Our Promoters have consented to the inclusion of such number of the Equity Shares held by them, in

aggregate, as may constitute 20% of the Post-Issue capital of our Company as Promoters’ contribution and

the Equity Shares proposed to form part of Promoters’ contribution subject to lock-in shall not be disposed

69

of/ sold/ transferred by our Promoters during the period starting from the date of filing this Draft Red Herring

Prospectus with the Stock Exchange until the date of commencement of the lock-in period.

Accordingly, Equity Shares aggregating to 20% of the Post-Issue capital of our Company, held by our

Promoters shall be locked-in for a period of three (3) years from the date of Allotment in the Issue as follows:

Details of Promoter’s Contribution

Date of Allotment

and Made Fully

Paid-up /

Acquisition

Nature of

Consideration

(Cash/Other

than Cash)

Number of Equity

Shares Allotted/

Acquired/

Transferred

Face

Value

(₹)

Issue/

Acquisition

Price (₹)

% of

Post-

Issue

Share

Capital

Period of

Lock-in

Anshuman Yenigalla

[●] [●] [●] [●] [●] [●] [●]

[●] [●] [●] [●] [●] [●] [●]

Grand Total [●] [●]

Details of Promoter’s Contribution

Date of Allotment

and Made Fully

Paid-up /

Acquisition

Nature of

Consideration

(Cash/Other

than Cash)

Number of Equity

Shares Allotted/

Acquired/

Transferred

Face

Value

(₹)

Issue/

Acquisition

Price (₹)

% of

Post-

Issue

Share

Capital

Period of

Lock-in

Venkata Ravindra Yenigalla

[●] [●] [●] [●] [●] [●] [●]

[●] [●] [●] [●] [●] [●] [●]

Grand Total [●] [●]

The Promoters’ contribution has been brought in to the extent of not less than the specified minimum lot and

from the persons defined as ‘promoters’ under the SEBI (ICDR) Regulations.

The Equity Shares that are being locked are eligible for computation of Promoters’ contribution under

Regulation 237 of the SEBI (ICDR) Regulations. In this respect, we confirm the following:

i) that the minimum promoter’s contribution does not consist of Equity Shares acquired during the

preceding three years, if they are acquired for consideration other than cash and revaluation of

assets or capitalization of intangible assets is involved in such transaction;

ii) that the minimum promoter’s contribution does not consist of Equity Shares acquired during the

preceding three years, resulting from a bonus issue by utilization of revaluation reserves or

unrealized profits of the Company or from bonus issue against Equity Shares which are ineligible

for minimum promoters’ contribution;

iii) that the minimum promoter’s contribution does not consist of Equity Shares acquired during the

one (1) year immediately preceding the date of this Draft Red Herring Prospectus at a price lower

than the price at which the Equity Shares are being Issued to the public in the Issue;

iv) that the Equity Shares held by our Promoters which are offered for minimum Promoters’

contribution are not subject to any pledge or any other form of encumbrance whatsoever; and all

the Equity Shares of our Company held by the Promoters are in the process of being

dematerialized and shall be held in dematerialized form prior to the filing of the Red Herring

Prospectus.

70

c) Details of Equity Shares Locked-in for one (1) year

In terms of Regulation 238(b) and 239 of the SEBI (ICDR) Regulations, other than the Equity Shares issued

to the Promoters for the Minimum Promoter’s Contribution, which will be locked-in as minimum Promoters’

contribution for three (3) years, all the Pre-Issue Equity Shares shall be subject to lock-in for a period of one

(1) year from the date of Allotment.

The shares which are in dematerialized form, if any, shall be locked-in by the respective depositories. The

details of lock-in of the Equity Shares shall also be provided to the Designated Stock Exchange before the

listing of the Equity Shares.

d) Other requirements in respect of lock-in

In terms of Regulation 242 of the SEBI (ICDR) Regulations, locked-in Equity Shares for one (1) year held

by our Promoters may be pledged only with scheduled commercial banks or public financial institutions as

collateral security for loans granted by such banks or public financial institutions, provided that such pledge

of the Equity Shares is one of the terms of the sanction of the loan. Equity Shares locked-in as Promoters’

contribution can be pledged only if in addition to fulfilling the aforementioned requirements, such loans have

been granted by such banks or financial institutions for the purpose of financing one or more of the objects

of the Issue.

In terms of Regulation 243 of the SEBI (ICDR) Regulations, the Equity Shares held by persons other than

our Promoters prior to the Issue may be transferred to any other person holding Equity Shares which are

locked-in, subject to the continuation of the lock-in in the hands of transferees for the remaining period and

compliance with the Securities and Exchange Board of India (Substantial Acquisition of Shares and

Takeovers) Regulations, 2011, as amended ("Takeover Regulations") and such transferee shall not be eligible

to transfer them until the lock-in period stipulated in the SEBI (ICDR) Regulations has expired.

Further, in terms of Regulation 243 of SEBI (ICDR) Regulations, the Equity Shares held by our Promoters

may be transferred to and among the Promoters Group or to new promoters or persons in control of our

Company, subject to continuation of the lock-in in the hands of the transferees for the remaining period and

compliance with the Takeover Regulations and such transferee shall not be eligible to transfer them until the

lock-in period stipulated in the SEBI (ICDR) Regulations has expired.

e) We further confirm that our Promoters Contribution of 20% of the Post-Issue Equity Share capital does not

include any contribution from Alternative Investment Fund.

8. Shareholding of our Promoters & Promoter Group

The table below presents the shareholding of our Promoters and Promoter Group, who hold Equity Shares as

on the date of filing of this Draft Red Herring Prospectus:

Particulars Pre-Issue Post-Issue

Number of

Shares

Percentage

(%) holding

Number of

Shares

Percentage

(%) holding

Promoters (A)

Anshuman Yenigalla 45,27,020 64.41% 45,27,020 []

Venkata Ravindra Yenigalla 10,35,000 14.73% 10,35,000 []

Promoter Group (B)

Pariplavi Mokkapati 7,57,605 10.78% 7,57,605 []

Yenigalla Jhancy 2,46,225 3.50% 2,46,225 []

71

Particulars Pre-Issue Post-Issue

Number of

Shares

Percentage

(%) holding

Number of

Shares

Percentage

(%) holding

Total (A+B) 65,65,850 93.42% 65,65,850 []

The average cost of acquisition of or subscription to Equity Shares by our promoters is set forth in the table below:

Name of Promoters Number of Shares Cost of Acquisition (in ₹)

Anshuman Yenigalla 45,27,020 4.50

Venkata Ravindra Yenigalla 10,35,000 2.00

9. Acquisition and sale/transfer of Equity Shares by our Promoters in last one (1) year

There has been no acquisition, sale or transfer of Equity Shares by our Promoters in the last one (1) year

preceding the date of filing of this Draft Red Herring Prospectus.

10. Shareholding Pattern of our Company

The table below presents the current shareholding pattern of our Company as per Regulation 31 of the SEBI

Listing Regulations as on the date of this Draft Red Herring Prospectus:

72

Cate

gory

(I)

Category of

shareholder

(II)

Nos. of

sharehold

ers

(III)

No. of

fully paid

up equity

shares

held

(IV)

No.

of

Partl

y

paid-

up

equit

y

shar

es

held

(V)

No. of

shares

underlyi

ng

Deposito

ry

Receipts

(VI)

Total nos.

shares

held

(VII) =

(IV)+(V)+

(VI)

Shareholdi

ng as a %

of total no.

of shares

(calculated

as per

SCRR,

1957)

(VIII)

As a % of

(A+B+C2)

Number of Voting Rights held in

each class of securities

(IX)

No. of

Shares

Underlyin

g

Outstandi

ng

convertibl

e

securities

(including

Warrants

)

(X)

Shareholdi

ng , as a %

assuming

full

conversion

of

convertibl

e

securities (

as a

percentage

of

diluted

share

capital)

(XI)=

(VII)+(X)

As a % of

(A+B+C2

Numbe

r of

Locked

in

shares

(XII)

Number

of

Shares

pledged

or

otherwise

encumber

ed

(XIII)

Number of

equity

shares held

in

demateriali

zed form

(XIV)

No of Voting Rights Total

as a

% of

(A+B

+

C)

N

o.

(a)

As

a %

of

tota

l

Sha

r es

hel

d

(b)

No. As a

(a) % of

total

Share

s held

(b)

Class

eg:

X

Cla

ss

eg:

Y

Tot al

(A) Promoter &

Promoter

Group

4 6565850 N.A N.A 6565850 93.42 6565850 - 6565850 - - 93.42 - - 26,26,340

(B) Public 5 462335 N.A N.A 462335 6.58 462335 - 462335 6.58 1,84,934

(C) Non Promoter-

Non Public

- -

(C1) Shares

underlying DRs

- - - - - - - - - - - - - - -

(C2) Shares held by

Employee

Trusts

- - - - - - - - - - - - - - -

Total 9 7028185 7028185 100.00 7028185 7028185 100.00 - - 28,11,274

73

We have entered into tripartite agreement with both depositories.

In terms of SEBI circular bearing no. Cir/ISD/3/2011 dated June 17, 2011 and SEBI circular bearings no.

SEBI/Cir/ISD/05/2011 dated September 30, 2011, our Company shall ensure that the Equity Shares held by

the Promoters and Promoter Group shall be in dematerialized prior to the filing of Prospectus with the RoC.

Our Company will file the shareholding pattern of our Company, in the form prescribed under Regulation

31 of the Listing Regulation, one day prior to the listing of the Equity shares. The Shareholding pattern will

be uploaded on the website of NSE before commencement of trading of such Equity Shares.

11. Except as set out below, none of the directors of our Company are holding any Equity Shares in our Company:

Particulars Number of Equity

Shares

Percentage holding (%)

Anshuman Yenigalla 45,27,020 64.41%

Venkata Ravindra Yenigalla 10,35,000 14.73%

Pariplavi Mokkapati 7,57,605 10.78%

Total 63,19,625 89.92%

12. None of the shareholding of the Promoters & Promoter Group is subject to lock-in as on date of this Draft Red

Herring Prospectus.

13. Except K. Srinivasa Chary, none of the persons belonging to the category Public are holding more than 1% of

the total number of shares as on the date of this Draft Red Herring Prospectus.

14. None of the Key Managerial Personnel holds Equity Shares in our Company as on the date of this Draft Red

Herring Prospectus except as disclosed in Point 9 above.

15. Top Ten Shareholders of our Company

a. List of Shareholders holding 1.00% or more of the Paid-up Capital of the Company as on date of the

Draft Red Herring Prospectus :

Sl.

No.

Name of the Shareholder Number of

Equity Shares

% of paid up

capital

1. Anshuman Yenigalla 45,27,020 64.41%

2. Venkata Ravindra Yenigalla 10,35,000 14.73%

3. Pariplavi Mokkapati 7,57,605 10.78%

4. Yenigalla Jhancy 2,46,225 3.50%

5. K. Srinivasa Chary 2,52,560 3.59%

Total 68,18,410 97.02%

b. List of Shareholders holding 1.00% or more of the Paid-up Capital of the Company as on date ten

days prior to the date of the Draft Red Herring Prospectus :

Sl.

No.


Equity Shares

% of paid up

capital

1. Anshuman Yenigalla 45,27,020 64.41%

2. Venkata Ravindra Yenigalla 10,35,000 14.73%

3. Pariplavi Mokkapati 7,57,605 10.78%

4. Yenigalla Jhancy 2,46,225 3.50%

5. K. Srinivasa Chary 2,52,560 3.59%

Total 68,18,410 97.02%

74

c. List of Shareholders holding 1.00% or more of the Paid-up Capital of the Company as on date one

year prior to the date of the Draft Red Herring Prospectus :

Sl.

No.


Equity Shares

% of paid up

capital

1. Anshuman Yenigalla 18,10,808 64.42

2. Venkata Ravindra Yenigalla 4,14,000 14.73

3. Pariplavi Mokkapati 1,87,042 6.65

4. Yenigalla Jhancy 98,500 3.50

5. Ambari Cloud Inc 1,01,024 3.59

6. Mayur Mehta 1,99,900 7.11

Total Total 2811,274

16. Till date Company has not introduced any employee’s stock option schemes/ employees stock purchase

schemes.

17. None of our Promoters, Promoter Group, our Directors and their relatives has entered into any financing

arrangements or financed the purchase of the Equity shares of our Company by any other person during the

period of six (6) months immediately preceding the date of filing of the Draft Red Herring Prospectus.

18. We hereby confirm that there will be no further issue of capital whether by the way of issue of bonus shares,

preferential allotment, right issue or in any other manner during the period commencing from the date of the

Draft Red Herring Prospectus until the Equity Shares offered have been listed or application money unblocked

on account of failure of the Issue.

19. Our Company, our Promoters, our Directors and the Book Running Lead Manager have not entered into any

buy-back or standby arrangements for the purchase of the Equity Shares of our Company.

20. Except as stated below, none of the Promoters, Promoter Group, the Directors and their relatives have

purchased or sold any Equity Shares during the period of six (6) months immediately preceding the date of

filing of this Draft Red Herring Prospectus with the Stock Exchange:

Date Name of the

Transferee

No of Shares Consideration per

share(Amount)(Rs)

September 28, 2018 Pariplavi Mokkapati 116,000 56.00

July 01, 2018 Yenigalla Jhancy 10 30.00

21. Our Company undertakes that there shall be only one (1) denomination for the Equity Shares of our Company,

unless otherwise permitted by law. Our Company shall comply with such disclosure and accounting norms as

specified by SEBI from time to time.

22. There are no outstanding warrants, options or rights to convert debentures, loans or other instruments into

Equity Shares as on the date of this Draft Red Herring Prospectus.

23. The Equity Shares are fully paid up and there are no partly paid-up Equity Shares as on the date of filing of

this Draft Red Herring Prospectus.

24. Our Company shall comply with such disclosures and accounting norms as may be specified by SEBI and other

regulatory authorities from time to time.

25. The Equity Shares issued pursuant to this Issue shall be fully paid-up.

26. Our Company has not made any public issue of any kind or class of securities of our Company within the

immediately preceding two (2) years prior to filing this Draft Red Herring Prospectus.

75

27. As on date of this Draft Red Herring Prospectus, our Company has Nine (9) shareholders.

28. Our Company, Directors, Promoters or members of our Promoter Group shall not make any payments, direct

or indirect, discounts, commissions, allowances or otherwise under this Issue except as disclosed in this Draft

Red Herring Prospectus.

29. Our Company does not have any proposal or intention to alter the equity capital structure by way of split/

consolidation of the denomination of the Equity Shares, or the issue of securities on a preferential basis or issue

of bonus or rights or further public issue of securities or qualified institutions placement within a period of six

(6) months from the date of opening of the Issue. However, if business needs of our Company so require, our

Company may alter the capital structure by way of split / consolidation of the denomination of the Equity

Shares / issue of Equity Shares on a preferential basis or issue of bonus or rights or public or preferential issue

of Equity Shares or any other securities during the period of six (6) months from the date of opening of the

Issue or from the date the application moneys are refunded on account of failure of the Issue, after seeking and

obtaining all the approvals which may be required.

30. Our Company has not revalued its assets during the last five (5) financial years.

31. An over-subscription to the extent of 10% of the Issue can be retained for the purpose of rounding off to the

nearest integer during finalizing the allotment, subject to minimum allotment, which is the minimum

application size in this Issue. Consequently, the actual allotment may go up by a maximum of 10% of the Issue,

as a result of which, the Post-Issue Paid-up Capital after the Issue would also increase by the excess amount of

allotment so made. In such an event, the Equity Shares held by the Promoters and subject to three (3) years

lock-in shall be suitably increased; so as to ensure that 20% of the Post-Issue Paid-up Capital is locked in. 2

32. Under subscription, if any, in any of the categories, would be allowed to be met with spill-over from any of the

other categories or a combination of categories at the discretion of our Company in consultation with the Book

Running Lead Manager and Designated Stock Exchange. Such inter-se spill over, if any, would be affected in

accordance with applicable laws, rules, regulations and guidelines.

33. In case of over-subscription in all categories the allocation in the Issue shall be as per the requirements of

Regulation 268 of SEBI (ICDR) Regulations, 2018.

34. The unsubscribed portion in any reserved category (if any) may be added to any other reserved category.

35. The unsubscribed portion if any, after such inter se adjustments among the reserved categories shall be added

back to the net Issue to the public portion.

36. There are no Equity Shares against which depository receipts have been issued.

37. Other than the Equity Shares, there is no other class of securities issued by our Company.

38. We shall ensure that transactions in Equity Shares by the Promoters and members of the Promoter Group, if

any, between the date of registering this Draft Red Herring Prospectus with the RoC and the Issue Closing Date

are reported to the Stock Exchanges within twenty-four (24) hours of such transactions being completed.

39. In terms of Rule 19(2)(b)(i) of the Securities Contracts (Regulation) Rules, 1957, as amended, the Issue is

being made for at least 25% of the Post-Issue Paid-up Equity Share capital of our Company. Further, this Issue

is being made in terms of Chapter IX of the SEBI (ICDR) Regulations, 2018 as amended from time to time.

76

40. Our Promoters and members of our Promoter Group will not participate in this Issue.

41. The Book Running Lead Manager and its associates do not hold any Equity Shares in our Company as on the

date of filing this Draft Red Herring Prospectus.

77

OBJECT OF THE ISSUE

Requirement of Funds:

Our Company proposes to utilize the net proceeds towards the following objects:

I. To meet working capital requirement;

II. General corporate purpose and

III. To Meet the Issue Expenses

Our Company proposes to utilize the net proceeds from the Issue towards funding the following objects and achieve

the benefits of listing the equity shares on the SME platform of NSE Emerge. We believe that the listing of Equity

shares will enhance our brand name and provide liquidity to the existing shareholders. Listing will also provide a

public market for the Equity Shares in India.

The main objects clause as set out in the Memorandum of Association enables our Company to undertake its existing

activities and the activities for which funds are being raised by our Company through the Issue.

Utilization of Net Proceeds:

The details of the proceeds of the Issue are summarized below:

1 Gross Proceeds [●]

2 (Less) Issue related expenses to be borne by the Company@ [●]

3 Net Proceeds@ [●]

@To be finalised upon determination of the Issue Price.

Fund Requirements

The Net Proceeds are proposed to be utilised towards the following objects:

Sl.No Particulars Amount ₹ In Lakhs

1 To meet Working Capital Requirement 1,800.00

2 General Corporate Purpose@ [●]

3 To Meet the Issue Expenses@ [●]

Total Net Proceeds [●]


Means of Finance: The above-mentioned fund requirement will be met from the proceeds of the Issue. We intend

to fund the shortfall, if any, from internal accruals and/ or debt. Set forth below are the means of finance for the above-

mentioned fund requirement:

Sl. No. Particulars Amount ₹ in Lakhs

1 Working Capital Requirement 1,800.00

2

General corporate purpose@ [●]

Total [●]


The fund requirements for the Objects are based on internal management estimates and quotations received from

vendors and have not been appraised by any bank or financial institution.

Since the entire fund requirements are to be funded from the proceeds of the Issue. Accordingly, there is no

requirement to make firm arrangements of finance under Regulation 230(1)(e) of the SEBI (ICDR) Regulations

78

2018 through verifiable means towards at least 75% of the stated means of finance, excluding the amounts to be

raised through the proposed Issue.

The fund requirements are based on internal management estimates and have not been appraised by any bank or

financial institution or any other independent agency. These are based on current conditions and are subject to change

in the light of changes in external circumstances or costs or other financial conditions and other external factors.

Given the dynamic nature of our business, we may have to revise our funding requirements and deployment on

account of a variety of factors such as our financial condition, business and strategy and external factors such as

market conditions, competitive environment and interest or exchange rate fluctuations, which may not be within the

control of our management. This may entail rescheduling or revising the planned expenditure and funding

requirements, including the expenditure for a particular purpose at the discretion of our management. If the actual

utilisation towards any of the Objects is lower than the proposed deployment such balance will be used for general

corporate purposes to the extent that the total amount to be utilized towards general corporate purposes will not exceed

25% of the proceeds from the Issue in accordance with Regulation 230(2) of the SEBI (ICDR) Regulations 2018. In

case of a shortfall in raising requisite capital from the Net Proceeds or an increase in the total estimated costs of the

Objects of the Issue, we may explore a range of options including utilising our internal accruals and seeking additional

debt from existing and future lenders. We believe that such alternate arrangements would be available to fund any

such shortfalls. Further, in case of variations in the actual utilization of funds earmarked for the purposes set forth

above, increased fund requirements for a particular purpose may be financed by surplus funds, if any, available in

respect of the other purposes for which funds are being raised in this Issue.

For further details on the risks involved in our business plans and executing our business strategies, please see the

section titled “Risk Factors” beginning on page no. 22 of this Draft Red Herring Prospectus.

Proposed schedule of implementation and deployment of the Net Proceeds

The Net Proceeds are currently expected to be deployed in accordance with the schedule as stated below:

Sl. No. Particulars Amount ₹ in Lakhs

1 Working Capital Requirement 1,800.00

2

General corporate purpose@ [●]

Total [●]


Details of the Utilization of the proceeds

1. To Meet Working Capital Requirement

Our business is working capital intensive. Our working capital requirements are being financed from banks and also

internal accruals and other sources like unsecured loans from promoters.

Net Working Capital as on March 31, 2018 is Rs.2,732.21 Lakhs (as per the restated financial statements) and is

estimated at Rs. 4,183.42 Lakhs .

The details of our Company working capital requirement are based on restated financial statement as at March 2018

and as estimated & projected for FY 2019, 2020 & 2021 respectively are as under:

Particulars 17-18 2018-19 2019-20 2020-21

Audited Estimated Projected Projected

Current Assets (Rs.in Lakhs)

Inventory

336.25

963.39

1,191.03

1,528.96

Trade receivables

5,036.66

5,200.00

6,405.50

8,149.36

Cash and cash equivalents

734.58

910.00

1,120.96

1,426.14

79

Short-term loans and advances

39.84

45.82

52.69

60.60

Other Current Assets

603.00

944.34

1,146.48

1,315.88

Gross Working Capital (1)

6,750.33

8,063.55

9,916.66 12,480.94

Current Liabilities

Trade Payables

3,737.58

3,591.14

2,977.59

3,822.40

Other Current Liabilities

96.95

92.10

87.49

83.12

Short-Term Provisions

183.59

196.89

206.73

217.07

Total Current Liabilities (2)

4,018.12

3,880.13

3,271.81 4,122.59

Working Capital (1-2)

2,732.21

4,183.42

6,644.85 8,358.34

Source of Working Capital

Fund Based Borrowings

1,358.53

2,200.00

2,200.00

2,200.00

Company's Funds

1,373.68

1,983.42

4,444.85

6,158.34

Sourced from

Reserves

1,332.92

2,383.42

2,978.94

Current Years Profits

650.50

261.43

1379.40

IPO Proceeds

-

1,800.00

1,800.00

The total working capital requirements for the Year ended March 2019 and March 2020 are expected to be Rs.4,183.42

lakhs and Rs.6,644.85 lakhs respectively. The incremental working capital requirement for the year ending March

31, 2020 will be Rs.2,461.43 lakhs, which will be met through the net proceeds of IPO to the extent of Rs.1,800.00

Lakhs and the balance portion will be met through fund-based borrowings and internal accruals.

The Company’s turnover and operations have been increasing for last 3 years by way of increase in number of

installation of pumps/ projects and by geographical expansion to various locations across country, this has led to an

increase in the Working Capital requirement of business to achieve estimated and projected turnover.

Our Company has been sanctioned working capital facilities from Banks and financial institutions amounting to

Rs.5,400 lakhs out of which Rs.2,200 lakhs is fund based i.e. CC and the balance Rs.3,200 lakhs is non-fund based .

For further details please refer chapter titled “Financial Indebtedness” beginning on page no 255.

Assumption for working capital requirements

(In No. of Days)

Particulars

Holding level as on

31 March

2017-2018

(Audited)

Holding level as on

31 March

2018-2019

(Estimated)

Holding level as on

31 March

2019-2020

(Projected)

Current Assets

Trade Receivables 174 120 120

Inventories 16 30 30

Current Liabilities

Trade Payables 176 113 75

Justification for “Holding Period” levels:

The justifications for the holding levels mentioned in the table above are provided below:

80

Assets- Current Assets

Trade Receivables

Debtor holding period is 174 days in F.Y. 2017-2018 as the majority receivables are

from government departments which generally take time to process bills. This period

is slowly coming down in the FY 2018-19 as the payment system is streamlined in

most of the states by allocating requisite budgets. Therefore, the debtors holding period

is forecast at 120 days for the FY 2018-19 & 2019-20.

Inventories

Our inventories primarily consist of submersible pumps, modules and solar

photovoltaic panels etc. The inventory holding level in F.Y. 2017-18 is @16 days. For

FY 2018-19 and 2019-20 it is estimated and projected, to increase the inventory level

at 30 days of the total consumption as the readily available inventory reduces the

execution period of projects and other project execution overheads.

Liabilities- Current Liabilities

Trade Payables

Average creditors payment period is 176 days for FY 2017-18 and the same is forecast

at 113 and 75 days in FY 2018-19 and 2019-20 respectively. The Company can

demand for the discount on the materials if the payment is made as per the terms of

invoice. Generally the credit period is allowed up to 60 days.

The working capital projections as approved by the Board by the resolution dated 14th December, 2018.

Basis of Estimation

The incremental working capital requirements are based on historical Company data and estimation of the future

requirements in FY 2019-20 considering the growth in activities of our Company and in line with norms generally

accepted by banker(s).

2. General Corporate Purpose

Our management, in accordance with the policies of our Board, will have flexibility in utilizing the proceeds

earmarked for general corporate purposes. We intend to deploy the balance Net proceeds aggregating to [●]

towards the general corporate purposes to drive our business growth. In accordance with the policies set up by

our Board, we have flexibility in applying the remaining Net Proceeds, for general corporate purpose including

but not restricted to, meeting operating expenses, development costs for projects and the strengthening of our

business development and marketing capabilities, meeting exigencies, which the Company in the ordinary

course of business may not foresee or any other purposes as approved by our Board of Directors, subject to

compliance with the necessary provisions of the Companies Act.

We confirm that any issue related expenses shall not be considered as a part of General Corporate Purpose.

Further, we confirm that the amount for general corporate purposes, as mentioned in this Draft Red Herring

Prospectus, shall not exceed 25% of the amount raised by our Company through this Issue.

3. To Meet the Issue Expenses

The estimated Issue related expenses include Issue Management Fee, Underwriting and Selling Commissions,

Printing and Distribution Expenses, Legal Fee, Advertisement Expenses, Registrar’s Fees, Depository Fee and

Listing Fee. The total expenses for this Issue are estimated to be approximately ₹ [●] Lakhs which is [●] % of the

Issue Size. All the Issue related expenses shall be met out of the proceeds of the Issue and the break-up of the

same is as follows:

(₹ in Lakhs)

Activity Expenses (1) Percentage of Issue Size (1)

Fees payable to Merchant Banker, Registrar Fees,

Legal Fees & Misc. Expenditure

[●] [●]

Brokerage & Selling Commission [●] [●]

Printing and Stationery Expenses [●] [●]

Advertising and Marketing Expenses [●] [●]

Statutory Expenses [●] [●]

Total Estimated Issue Expenses [●] [●] (1) Amounts will be finalised at the time of filing the Prospectus and on determination of Issue Price and other details.

81

Proposed Schedule of Implementation:

The proposed year wise break up of deployment of funds and Schedule of implementation of Net Issue Proceeds is as

under:

(₹ in Lakhs)

Sl.

No. Particulars

Amount already

Incurred

Amount to be deployed

in F.Y. 2017-18

1. To meet Working Capital Requirement [●] [●]

2. General corporate purpose [●] [●]

Total [●] [●]

Funds Deployed and Sources of Funds Deployed:

Till December 17, 2018, Our Company has deployed/incurred expense of ₹ 5.00 Lakhs towards Issue Expenses out

of internal accruals duly certified by Statutory Auditor, NSVR and Associates LLP., Chartered Accountants, vide

their certificate dated December 17, 2018 have confirmed that, the following expenses have been incurred for the

proposed object of the Issue:

(₹ in Lakhs)

Particulars Amount deployed

Issue Expenses^ 5.00

Total 5.00

^ Excluding applicable tax

Appraisal

None of the Objects have been appraised by any bank or financial institution or any other independent third party

organization and the fund requirements for the Objects are based on the internal management estimates. The funding

requirements of our Company are dependent on a number of factors which may not be in the control of our

management, including variations in interest rate structures, changes in our financial condition and current commercial

conditions and are subject to change in light of changes in external circumstances or in our financial condition,

business or strategy.

Shortfall of Funds

Any shortfall in meeting the fund requirements will be met by way of internal accruals and/or secured/unsecured

Loans.

Bridge Financing Facilities

Our Company has not raised any bridge loans from any banks or financial institution as on the date of this Draft Red

Herring Prospectus, which are proposed to be repaid from the Net Proceeds. However, depending upon business

requirements, our Company may consider raising bridge financing facilities including by way of any other short-term

instrument like non-convertible debentures, commercial papers, etc., pending receipt of the Net Proceeds.

Monitoring of Utilization of Funds

There is no requirement for a monitoring agency as the size of the Issue is less than ₹ 10,000 Lakhs. Our Board and

Audit Committee shall monitor the utilization of the Net Proceeds. Our Company will disclose the utilization of the

Net Proceeds, including interim use, under a separate head in our balance sheet along with the relevant details, for all

such amounts that have not been utilized. Our Company will also indicate investments, if any, of the unutilized Net

Proceeds in the balance sheet of our Company for the relevant Financial Years subsequent to receipt of listing and

trading approvals from the Stock Exchange.

Pursuant to the Listing Regulations, our Company shall on a half yearly basis disclose to the Audit Committee, the

uses and applications of the Net Proceeds. On an annual basis, our Company shall prepare a statement of funds utilised

82

for purposes other than those stated in this Draft Red Herring Prospectus and place it before the Audit Committee.

Such disclosure shall be made only until such time that all the Net Proceeds have been utilised in full. The statement

will be certified by the statutory auditors of our Company.

Further, in accordance with the Listing Regulations, our Company shall furnish to the Stock Exchange, a statement

indicating (i) material deviations, if any, in the utilisation of the Net Proceeds from the Objects as stated above; and

(ii) details of category wise variations in the utilisation of the Net Proceeds from the Objects as stated above. This

information will also be published in newspapers simultaneously with the interim or annual financial results after

placing the same before the Audit Committee. In the event of any deviation in the use of Net Proceeds from the

Objects, as stated above, our Company shall intimate the same to the Stock Exchange without delay.

Interim Use of Net Proceeds

The Net Proceeds of the Issue pending utilisation for the purposes stated in this section shall be deposited only in

scheduled commercial banks included in the Second Schedule of Reserve Bank of India Act, 1934. In accordance

with Section 27 of the Companies Act, 2013, our Company confirms that it shall not use the Net Proceeds for buying,

trading or otherwise dealing in shares of any other listed company or for any investment in the equity markets.

Variation in Objects

In accordance with Section 13(8) and 27 of the Companies Act, 2013 and applicable rules, our Company shall not

vary the objects of the Issue without our Company being authorized to do so by the Shareholders by way of a special

resolution. In addition, the notice issued to the Shareholders in relation to the passing of such special resolution shall

specify the prescribed details as required under the Companies Act and shall be published in accordance with the

Companies Act and the rules there under. As per the current provisions of the Companies Act, our Promoters or

controlling Shareholders would be required to provide an exit opportunity to such shareholders who do not agree to

the proposal to vary the objects, at such price, and in such manner, as may be prescribed by SEBI, in this regard.

Other confirmations

There is no material existing or anticipated transactions with our Promoter, our Directors, our Company‘s key

Managerial personnel and Group Companies, in relation to the utilization of the Net Proceeds. No part of the Net

Proceeds will be paid by our Company as consideration to our Promoters and Promoter Group, the Directors,

associates or Key Management Personnel, except in the normal course of business and in compliance with applicable

law.

83

BASIS FOR THE ISSUE PRICE

The price band/ offer Price will be determined by our Company in consultation with the Book Running Lead Manager,

on the basis of an assessment of market demand for the Equity Shares issued through the Book Building Process and

on the basis of quantitative and qualitative factors as described below. Investors should also refer to the sections “Risk

Factors” and “Restated Financial Information” and chapters titled “Our Business” beginning on pages 22, 177 and

115 respectively of this Draft Red Herring Prospectus, to have a more informed view before making an investment

decision. The trading price of the Equity Shares of our Company could decline due to these risk factors and you may

lose all or part of your investments.

QUALITATIVE FACTORS

Some of the qualitative factors, which form the basis for computing the price, are:

Well-established EPC player

Integrated approach to developing solar power projects by highly experienced development teams

Expertise and experience in project management:

Experience Management and Employees

Established relationship with public sector clientele and excellent pre-qualification credentials

Design and Engineering team

For further details, refer to heading “Our Competitive Strengths” under chapter titled “Our Business” on page 115

of this Draft Red Herring Prospectus.

QUANTITATIVE FACTORS

The information presented below relating to the Company is based on the Restated Standalone Financial Information

for Stub Period 30th September, 2018 and the Financial Years 2018, 2017 and 2016 prepared in accordance with AS.

Some of the quantitative factors, which form the basis or computing the price, are as follows:

1. Basic and Diluted Earnings per Share (“EPS”) as adjusted for changes in capital As per Restated

Standalone Financial Information:

Period

Restated

Basic & Diluted (₹) Weights

FY 2015-16 4.45 1

FY 2016-17 6.38 2

FY 2017-18 28.05 3

Weighted Average 16.89

30th September, 2018* 12.66

*Not Annualised

2. Price to Earnings (P/E) ratio in relation to price band of ₹ [●] per Equity Share of face value of 10

each fully paid up

Particulars

P/E at the higher

end of price band

(no of times)

P/E at the Lower

end of price band

(no of times)

P/E ratio based on Basic & Diluted EPS for FY 2017-

18 based on a standalone basis [] []

P/E ratio based on Basis & Diluted EPS for the six

months ended September 30,2017 based on a

standalone basis

[] []

84

3. Average Return on Net Worth

Period Restated

RONW (%) Weights

FY 2015-16 16.02 1

FY 2016-17 21.34 2

FY 2017-18 46.36 3

30th September, 2018* 18.71

Weighted Average 32.96

*Not Annualised

4. Minimum RoNW required for maintaining pre-issue EPS as at March 31, 2018:

To maintain pre-Issue basic & Diluted EPS a. As per restated standalone financial information:

At the Floor Price - [●]%

At the Cap Price - [●]%

5. Net Asset Value (NAV) per Equity Share of face value of ₹ 10 each *

Net Asset Value (NAV) per Equity Share per Equity

Share

Net Asset Value per Equity Share as of March 31, 2018 as per Restated

Standalone Financial Information

55.98

Net Asset Value per Equity Share as of September 30, 2018 as per Restated

Standalone Financial Information

68.69

Net Asset Value per Equity Share after issue –At Floor Price as per Restated

Standalone Financial Information []

Net Asset Value per Equity Share after issue –At Cap Price as per Restated

Standalone Financial Information []

Issue price per Equity Share# []

# Issue Price will be determined on the conclusion of the Book Building Process.

*Net asset value per share (in ₹ ) = Net worth as at the end of the period/year /Number of equity shares outstanding

at the end of the period / year

6. Comparison of accounting ratios of the issuer with the peer group

There are no comparable listed companies in India; hence a comparison with industry peers is not applicable.

For further details see section titled “Risk Factors” beginning on page 22 of this Draft Red Herring Prospectus and

the financials of the Company including profitability and return ratios, as set out in the section titled “Restated

Financial Information” beginning on page 177 of this Draft Red Herring Prospectus for a more informed view

85

STATEMENT OF TAX BENEFITS

To

The Board of Directors

M/s. Novus Green Energy Systems Limited

Plot No.100, P&T Colony,

Trimulgherry,

Secunderabad - 500015.

Dear Sirs,

Sub: Statement of possible Special tax benefit (‘the Statement’) available to M/s. Novus Green Energy Systems

Limited and its shareholders prepared in accordance with the requirements under Schedule VI of the

Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018 as

amended (the ‘Regulations’)

We hereby confirm that the enclosed annexure, prepared by M/s. Novus Green Energy Systems Limited (‘the

Company”) states the possible special tax benefits available to the Company and the shareholders of the Company

under the Income – tax Act, 1961 (‘Act’), the Wealth Tax Act, 1957 and the Gift Tax Act, 1958, presently in force in

India. Several of these benefits are dependent on the Company or its shareholders fulfilling the conditions prescribed

under the relevant provisions of the Act. Hence, the ability of the Company or its shareholders to derive the tax

benefits is dependent upon fulfilling such conditions, which based on the business imperatives, the company may or

may not choose to fulfill.

The amendments in Finance Act 2018 have been incorporated to the extent relevant in the enclosed annexure.

The benefits discussed in the enclosed Annexure cover only special tax benefits available to the Company and do not

cover any general tax benefits available to the Company. Further, these benefits are not exhaustive and the preparation

of the contents stated is the responsibility of the Company’s management. We are informed that this statement is only

intended to provide general information to the investors and hence is neither designed nor intended to be a substitute

for professional tax advice. In view of the individual nature of the tax consequences, the changing tax laws, each

investor is advised to consult his or her own tax consultant with respect to the specific tax implications arising out of

their participation in the issue.

Our views are based on the existing provisions of the Act and its interpretations, which are subject to change or

modification by subsequent legislative, regulatory, administrative or judicial decisions. Any such change, which could

also be retroactive, could have an effect on the validity of our views stated herein. We assume no obligation to update

this statement on any events subsequent to its issue, which may have a material effect on the discussions herein.

We do not express any opinion or provide any assurance as to whether:

the Company or its shareholders will continue to obtain these benefits in future; or

the conditions prescribed for availing the benefits, where applicable have been/would be met.

86

The enclosed annexure is intended solely for your information and for inclusion in the Draft Red Herring Prospectus/

Red Herring Prospectus and Prospectus or any other issue related material in connection with the proposed issue of

equity shares and is not to be used, referred to or distributed for any other purpose without our prior written consent.

for NSVR & ASSOCIATES LLP.,

Chartered Accountants,

Firm Registration No. :008801S/S200060

Peer Review Certificate No. :009126

P Venkata Ratnam

Partner

Membership No.: 230675

Place: Hyderabad

Date: 17-12-2018

Encl: Annexure

87

SECTION IV – ABOUT THE COMAPNY

OUR INDUSTRY

The information in this section includes extracts from publicly available information, data and statistics and has been

derived from various government publications and other industry sources. Neither we nor any other person connected

with this Issue have verified this information. The data may have been re-classified by us for the purposes of

presentation. Industry sources and publications generally state that the information contained therein has been

obtained from sources generally believed to be reliable, but their accuracy, completeness and underlying assumptions

are not guaranteed and their reliability cannot be assured and, accordingly investment decisions should not be based

on such information.

GLOBAL ECONOMIC OUTLOOK

In the first half of 2018, global growth shed some of the strong momentum registered in the second half of last year,

and the expansion became less synchronized across countries. Activity moderated more than expected in some large

advanced economies from its strong pace last year, while the emerging market and developing economy group

continued to expand at broadly the same pace as in 2017. Among advanced economies, growth disappointed in the

euro area and the United Kingdom. Slower export growth after a strong surge in the final quarter of 2017 contributed

notably to the euro area slowdown. Higher energy prices helped dampen demand in energy importers, while some

countries were also affected by political uncertainty or industrial actions.

In the United Kingdom, growth moderated more than anticipated, partly because of weather-related disruptions in the

first quarter. Set against these developments, the US economy maintained robust growth, particularly in the second

quarter, with private sector activity buoyed further by sizable fiscal stimulus. Aggregate growth in the emerging

market and developing economy group stabilized in the first half of 2018. Emerging Asia continued to register strong

growth, supported by a domestic demand-led pickup in the Indian economy from a four-year-low pace of expansion

in 2017, even as activity in China moderated in the second quarter in response to regulatory tightening of the property

sector and nonbank financial intermediation. Higher oil prices lifted growth among fuel-exporting economies in sub-

Saharan Africa and the Middle East. The recovery in Latin America continued, though at a more subdued pace than

anticipated as tighter financial conditions and a drought weighed on growth in Argentina and a nationwide truckers’

strike disrupted production in Brazil.

Banking on the resurgence of global majors and the continuing policy stimulus-driven growth in China, India and

similar economies, the outlook for global GDP growth for 2018 is 3.7%. While the U.S. is expected to see a modest

growth pick-up due to stronger business and consumer confidence, both Europe and Japan are forecast to have stronger

and sustained momentum with diminished political uncertainty and growing private consumption respectively.

Exhibit 1: GDP Real Growth, Global, 2014-2021 (%)

Source: IMF

88

Global Growth Outlook

Global growth is projected at 3.7 percent in 2018 and 2019, 0.2 percentage point below the April 2018 WEO, even

though well above its level during 2012–16. Differences in the outlook across countries and regions are notable

(Table 1.1, Annex Tables 1.1.1–1.1.7, and Boxes 1.2 and 1.3 provide details of country projections). Global growth

is expected to remain steady at 3.7 percent in 2020, as the decline in advanced economy growth with the unwinding

of the US fiscal stimulus and the fading of the favorable spillovers from US demand to trading partners is offset by a

pickup in emerging market and developing economy growth. Thereafter, global growth is projected to slow to

3.6 percent by 2022–23, largely reflecting a moderation in advanced economy growth toward the potential of that

group.

Growth in advanced economies will remain well above trend at 2.4 percent in 2018, before softening to 2.1 percent

in 2019. The forecast for both years is 0.1 percentage point weaker than in the April 2018 WEO. In 2018, weaker-

than-expected outturns in the first half of the year have led to downward revisions for the euro area and the United

Kingdom. In 2019, recent trade measures are expected to weigh on economic activity, especially in the United States,

where the 2019 growth forecast was revised down by 0.2 percentage point. Growth is expected to decline to

1.8 percent in 2020 as the US fiscal stimulus begins to unwind and euro area growth moderates toward its medium-

term potential. Growth is projected to fall to 1.4 percent later on as working-age population growth continues to slow

and productivity growth remains moderate. With emerging Asia continuing to expand at a strong pace—despite a

0.3 percentage point downward revision to the 2019 growth forecast mostly driven by recently announced trade

measures—and activity in commodity exporters firming, growth in the emerging market and developing economy

group is set to remain steady at 4.7 percent in 2018–19. Over the medium term, growth is projected to rise to slightly

less than 5 percent. Beyond 2019, the aggregate growth rate for the group reflects offsetting developments as growth

moderates to a sustainable pace in China, while it improves in India (owing to structural reforms and a still-favorable

demographic dividend), commodity exporters (though to rates below the average of recent decades), and some

economies experiencing macroeconomic stress in 2018–19. In comparison with the April 2018 WEO, the growth

forecast for emerging market and developing economies was marked down for 2018 and 2019 by 0.2 percentage point

and 0.4 percentage point, respectively, and for 2020–23 by about 0.2 percentage point. For 2018–19, the main sources

of the downward revision are the negative expected impact of the trade measures implemented since the April 2018

WEO on activity in China and other economies in emerging Asia, much weaker activity in Iran following the

reimposition of US sanctions, a sharp projected slowdown in Turkey following the ongoing market turmoil, and a

more subdued outlook for large economies in Latin America (Argentina, Brazil, Mexico). Over 2020–23, the revisions

primarily reflect a downward reassessment of the still-strong growth prospects for India and a lower growth forecast

for Pakistan and Turkey, in addition to continued weaker growth in Iran.

(Source: IMF )

The pickup in global activity that started in the second half of 2016 gathered steam in the first half of 2017, reflecting

firmer domestic demand growth in advanced economies and China and improved performance in other large emerging

market economies. Growth in China and other emerging Asia remains strong, and the still-difficult conditions faced

by several commodity exporters in Latin America, the Commonwealth of Independent states, and sub- Saharan Africa

show some signs of improvement. In advanced economies, the notable 2017 growth pickup is broad based, with

stronger activity in the United States and Canada, the Euro area and Japan. Prospects for medium-term growth are

more subdued, however, as negative output gaps shrink (leaving less scope for cyclical improvement) and

demographic factors and weak productivity weigh on potential growth. The welcome cyclical pickup in global

economic activity after disappointing growth over the past few years provides an ideal window of opportunity to

undertake key reforms designed to boost potential output and ensure that its benefits are broadly shared and to build

resilience against downside risks. With countries still facing differences in cyclical conditions, varied stances of

monetary and fiscal policy remain appropriate. Completing the economic recovery and adopting strategies to ensure

fiscal sustainability remain important goals in many economies. The continued recovery in global investment

stimulated stronger manufacturing activity. World trade growth moderated in the second quarter after expanding very

rapidly in the first. Strong trade growth is a sign of strong economic growth, as trade provide a way for developing

and emerging economies to grow quickly, and strong import growth is associated with faster growth in the developed

countries. World trade growth was weaker in 2016 (1.3% in 2016 in comparison to 2.6% in 2015, WTO press release,

2017), due to falling import demand and slowing GDP growth in several major developing economies as well as in

North America. However, in 2017, trade rebounded strongly (world trade growth is 3.6 % in 2017(P), WTO Press

Release, Sep 2017) and this is attributed to a resurgence of Asian trade flows as intra-regional shipments picked up

and as import demand in North America recovered after stalling in 2016.

Among emerging market and developing economies, higher domestic demand in China and continued recovery in

key emerging market economies supported growth in the first half of 2017. In India, growth momentum slowed,

reflecting the persisting impact of its currency exchange initiative as well as uncertainty related to the mid-year

introduction of the country-wide Goods and Services Tax.

89

India’s growth projection for 2017 has been revised down to 6.7 per cent (7.2 per cent in April), reflecting still

persisting disruptions associated with the currency exchange initiative introduced in November 8, 2016 as well as the

transition costs related to the launch of the National Goods and Services Tax in July 2017.

The latter move, which promises the unification of India’s vast domestic market, is among several key structural

reforms under implementation that are expected to help push growth above 8 per cent in the medium term.

(Source: Department of Commerce | Annual Report 2017-18)

OVERVIEW OF INDIAN ECONOMY

Introduction

India has emerged as the fastest growing major economy in the world and is expected to be one of the top three

economic powers of the world over the next 10-15 years, backed by its strong democracy and partnerships.

Market size

India’s GDP is estimated to have increased 6.6 per cent in 2017-18 and is expected to grow 7.3 per cent in 2018-19.

In April-July quarter of 2018-19, the GDP grew by 8.2 per cent.

India has retained its position as the third largest startup base in the world with over 4,750 technology startups, with

about 1,400 new start-ups being founded in 2016, according to a report by NASSCOM.

India's labour force is expected to touch 160-170 million by 2020, based on rate of population growth, increased

labour force participation, and higher education enrolment, among other factors, according to a study by ASSOCHAM

and Thought Arbitrage Research Institute.

India's foreign exchange reserves were US$ 400.49 billion in the week up to September 14, 2018, according to data

from the RBI.

INDIA TRADE STORY

India’s Merchandise Trade Value in US$ Billion

India's Services Trade Value in US$ Billion

90

(Source: RBI)

(Source: Department of Commerce | Annual Report 2017-18)

Recent Developments

Exports from India increased 20.7 per cent year-on-year to US$ 221.83 billion in April-August 2018.

Nikkei India Manufacturing Purchasing Managers’ Index (PMI) was at 51.7 in August 2018, showing

expansion in the sector.

Mergers and acquisitions (M&A) activity in the country has reached US$ 74.8 billion in 2018 (up to August).

Income tax collection in the country reached ₹ 10.03 lakh crore (US$ 137.75 billion) in 2017-18.

Companies in India have raised around ₹ 21,000 crore (US$ 2.88 billion) through Initial Public Offers (IPO)

in 2018 (up to August).

India's Foreign Direct Investment (FDI) equity inflows reached US$ 389.60 billion between April 2000 and

June 2018, with maximum contribution from services, computer software and hardware,

telecommunications, construction, trading and automobiles.

India's Index of Industrial Production (IIP) rose 5.4 per cent year-on-year in April-July 2018.

Retail inflation in the country was at a 10 month low of 3.69 per cent in August 2018, while wholesale

inflation was at 4.53 per cent.

Around 10.8 million jobs were created in India in 2017.

The top 100 companies in India are leading in the world in terms of disclosing their spending on corporate

social responsibility (CSR), according to a 49-country study by global consultancy giant, KPMG.

The bank recapitalisation plan by Government of India is expected to push credit growth in the country to

15 per cent, according to a report by Ambit Capital.

India has improved its ranking in the World Bank's Doing Business Report by 30 spots over its 2017 ranking

and is ranked 100 among 190 countries in 2018 edition of the report.

India's ranking in the world has improved to 126 in terms of its per capita GDP, based on purchasing power

parity (PPP) as it increased to US$ 7,170 in 2017, as per data from the International Monetary Fund (IMF).

India is expected to have 100,000 startups by 2025, which will create employment for 3.25 million people

and US$ 500 billion in value, as per Mr T V Mohan Das Pai, Chairman, Manipal Global Education.

91

The World Bank has stated that private investments in India is expected to grow by 8.8 per cent in FY 2018-

19 to overtake private consumption growth of 7.4 per cent, and thereby drive the growth in India's gross

domestic product (GDP) in FY 2018-19.

Moody’s upgraded India’s sovereign rating in November 2017 after 14 years to Baa2 with a stable economic

outlook.

Government Initiatives

The Union Budget for 2018-19 was announced by Mr Arun Jaitley, Union Minister for Finance, Government of India,

in Parliament on February 1, 2018. This year’s budget will focus on uplifting the rural economy and strengthening of

the agriculture sector, healthcare for the economically less privileged, infrastructure creation and improvement in the

quality of education of the country. As per the budget, the government is committed towards doubling the farmers’

income by 2022. A total of ₹ 14.34 lakh crore (US$ 196.94 billion) will be spent for creation of livelihood and

infrastructure in rural areas. Budgetary allocation for infrastructure is set at ₹ 5.97 lakh crore (US$ 81.99 billion) for

2018-19. All-time high allocations have been made to the rail and road sectors.India's unemployment rate is expected

to be 3.5 per cent in 2018, according to the International Labour Organisation (ILO).

Numerous foreign companies are setting up their facilities in India on account of various government initiatives like

Make in India and Digital India. Mr. Narendra Modi, Prime Minister of India, has launched the Make in India initiative

with an aim to boost the manufacturing sector of Indian economy, to increase the purchasing power of an average

Indian consumer, which would further boost demand, and hence spur development, in addition to benefiting investors.

The Government of India, under the Make in India initiative, is trying to give boost to the contribution made by the

manufacturing sector and aims to take it up to 25 per cent of the GDP from the current 17 per cent. Besides, the

Government has also come up with Digital India initiative, which focuses on three core components: creation of

digital infrastructure, delivering services digitally and to increase the digital literacy.

Some of the recent initiatives and developments undertaken by the government are listed below:

The Union Cabinet gave its approval to the North-East Industrial Development Scheme (NEIDS) 2017 in

March 2018 with an outlay of ₹ 3,000 crores (US$ 460 million) up to March 2020.

Around 855,000 houses have been constructed up to August 21 2018, under Government of India’s housing

scheme named Pradhan Mantri Awas Yojana (Urban).

Village electrification in India was completed in April 2018.

Around 10.16 million households have been electrified up to August 09, 2018 under the Pradhan Mantri

Sahaj Bijli Har Ghar Yojana (SAUBHAGYA).

Prime Minister's Employment Generation Programme (PMEGP) will be continued with an outlay of ₹ 5,500

crore (US$ 755.36 million) for three years from 2017-18 to 2019-20, according to the Cabinet Committee

on Economic Affairs (CCEA).

In February 2018, The Union Cabinet Committee has approved setting up of National Urban Housing Fund

(NUHF) for ₹ 60,000 crore (US$ 8.24 billion) which will help in raising requisite funds in the next four

years.

The target of an Open Defecation Free (ODF) India will be achieved by October 2, 2019 as adequate funding

is available to the Swachh Bharat Mission (Gramin), according to Ms Uma Bharti, Minister of Drinking

Water and Sanitation, Government of India.

The Government of India has decided to invest ₹ 2.11 trillion (US$ 32.9 billion) to recapitalise public sector

banks over the next two years and ₹ 7 trillion (US$ 109.31billion) for construction of new roads and highways

over the next five years.

The mid-term review of India's Foreign Trade Policy (FTP) 2015-20 has been released by Ministry of

Commerce & Industry, Government of India, under which annual incentives for labour intensive MSME

sectors have been increased by 2 per cent.

92

The India-Japan Act East Forum, under which India and Japan will work on development projects in the

North-East Region of India will be a milestone for bilateral relations between the two countries, according

to Mr Kenji Hiramatsu, Ambassador of Japan to India.

The Government of India will spend around ₹1 lakh crore (US$ 13.73 billion) during FY 18-20 to build

roads in the country under Pradhan Mantri Gram Sadak Yojana (PMGSY).

The Government of India plans to facilitate partnerships between gram panchayats, private companies and

other social organisations, to push for rural development under its 'Mission Antyodaya' and has already

selected 50,000 panchayats across the country for the same.

The Government of India and the Government of Portugal have signed 11 bilateral agreements in areas of

outer space, double taxation, and nano technology, among others, which will help in strengthening the

economic ties between the two countries.

Road Ahead

India's gross domestic product (GDP) is expected to reach US$ 6 trillion by FY27 and achieve upper-middle income

status on the back of digitisation, globalisation, favourable demographics, and reforms. India's revenue receipts are

estimated to touch ₹ 28-30 trillion (US$ 385-412 billion) by 2019, owing to Government of India's measures to

strengthen infrastructure and reforms like demonetisation and Goods and Services Tax (GST). India is also focusing

on renewable sources to generate energy. It is planning to achieve 40 per cent of its energy from non-fossil sources

by 2030 which is currently 30 per cent and also have plans to increase its renewable energy capacity from to 175 GW

by 2022.

India is expected to be the third largest consumer economy as its consumption may triple to US$ 4 trillion by 2025,

owing to shift in consumer behaviour and expenditure pattern, according to a Boston Consulting Group (BCG) report;

and is estimated to surpass USA to become the second largest economy in terms of purchasing power parity (PPP) by

the year 2040, according to a report by PricewaterhouseCoopers.

(Source: https://www.ibef.org/economy/indian-economy-overview)

Apart from being a critical driver of economic growth, foreign direct investment (FDI) is a major source of non-debt

financial resource for the economic development of India. Foreign companies invest in India to take advantage of

relatively lower wages, special investment privileges such as tax exemptions, etc. For a country where foreign

investments are being made, it also means achieving technical know-how and generating employment.

Market size

According to Department of Industrial Policy and Promotion (DIPP), the total FDI investments in India April-June

2018 stood at US$ 12.75 billion, indicating that government's effort to improve ease of doing business and relaxation

in FDI norms is yielding results.

Data for April-June 2018 indicates that the services sector attracted the highest FDI equity inflow of US$ 2.43 billion,

followed by trading – US$ 1.63 billion, telecommunications – US$ 1.59 billion and computer software and hardware

– US$ 1.41 billion. Most recently, the total FDI equity inflows for the month of June 2018 touched US$ 2.89 billion.

During April-June 2018, India received the maximum FDI equity inflows from Singapore (US$ 6.52 billion), followed

by Mauritius (US$ 1.49 billion), Japan (US$ 0.87 billion), Netherlands (US$ 0.84 billion), and United Kingdom (US$

0.65 billion).

Investments/ developments

India emerged as the top recipient of Greenfield FDI Inflows from the Commonwealth, as per a trade review released

by The Commonwealth in 2018.

Some of the recent significant FDI announcements are as follows:

In August 2018, Bharti Airtel received approval of the Government of India for sale of 20 per cent stake in

its DTH arm to an America based private equity firm, Warburg Pincus, for around $350 million.

https://www.ibef.org/economy/indian-economy-overview

93

In June 2018, Idea’s appeal for 100 per cent FDI was approved by Department of Telecommunication (DoT)

followed by its Indian merger with Vodafone making Vodafone Idea the largest telecom operator in India

In May 2018, Walmart acquired a 77 per cent stake in Flipkart for a consideration of US$ 16 billion.

In February 2018, Ikea announced its plans to invest up to Rs 4,000 crore (US$ 612 million) in the state of

Maharashtra to set up multi-format stores and experience centres.

In November 2017, 39 MoUs were signed for investment of Rs 4,000-5,000 crore (US$ 612-765 million) in

the state of North-East region of India.

In December 2017, the Department of Industrial Policy and Promotion (DIPP) approved FDI proposals of

Damro Furniture and Supr Infotech Solutions in retail sector, while Department of Economic Affairs,

Ministry of Finance approved two FDI proposals worth Rs 532 crore (US$ 81.4 million).

The Department of Economic Affairs, Government of India, closed three foreign direct investment (FDI)

proposals leading to a total foreign investment worth Rs 24.56 crore (US$ 3.80 million) in October 2017.

Kathmandu based conglomerate, CG Group is looking to invest Rs 1,000 crore (US$ 155.97 million) in India

by 2020 in its food and beverage business, stated Mr Varun Choudhary, Executive Director, CG Corp Global.

International Finance Corporation (IFC), the investment arm of the World Bank Group, is planning to invest

about US$ 6 billion through 2022 in several sustainable and renewable energy programmes in India.


Government of India is planning to consider 100 per cent FDI in Insurance intermediaries in India to give a boost to

the sector and attracting more funds. In January 2018, Government of India allowed foreign airlines to invest in Air

India up to 49 per cent with government approval. The investment cannot exceed 49 per cent directly or indirectly.

No government approval will be required for FDI up to an extent of 100 per cent in Real Estate Broking Services. In

September 2017, the Government of India asked the states to focus on strengthening single window clearance system

for fast-tracking approval processes, in order to increase Japanese investments in India.

The Ministry of Commerce and Industry, Government of India has eased the approval mechanism for foreign direct

investment (FDI) proposals by doing away with the approval of Department of Revenue and mandating clearance of

all proposals requiring approval within 10 weeks after the receipt of application. The Government of India is in talks

with stakeholders to further ease foreign direct investment (FDI) in defence under the automatic route to 51 per cent

from the current 49 per cent, in order to give a boost to the Make in India initiative and to generate employment. In

January 2018, Government of India allowed 100 per cent FDI in single brand retail through automatic route.

GLOBAL STATUS - RENEWABLE ENERGY

Renewable power generating capacity saw its largest annual increase ever in 2017, raising total capacity by almost

9% over2016, the total global RE capacity has reached 2195 GW* as on Dec2017. Overall, renewables accounted for

an estimated 70% of net additions to global power capacity in 2017, due in large part to continued improvements in

the cost-competitiveness of solar PV and wind power. Solar PV led the way, accounting for nearly 55% of newly

installed renewable power capacity in 2017. More solar PV capacity was added than the net additions of fossil fuels

and nuclear power combined. Wind (29%) and hydropower (11%) accounted for most of the remaining capacity

additions. Several countries are successfully integrating increasingly larger shares of variable renewable power into

electricity systems. Renewable-based stand-alone and off-grid single home or mini-grid systems represented about

6% of new electricity connections worldwide between 2012 and 2016.

Solar PV was the top source of new power generating capacity in 2017, due largely to strong growth in China, with

more solar PV installed globally than the net additions of fossil fuels and nuclear power combined. Global capacity

increased nearly one-third, to approximately 402 GW.

The year 2017 brought tumbling bid prices for both onshore and offshore wind power capacity in auctions around the

world. Bid prices were down due to technology innovation and scale, expectations of continued technology advances,

reduced financing costs due to lower perceived risk, and fierce competition in the industry. Electric utilities and large

oil and gas companies continued to move further into the industry. Wind power had its third strongest year ever, with

more than 52 GW added (about 4% less than in 2016) for a total of 539 GW.

94

Top 10 Countries - Solar PV Capacity*

S. No. Countries Added- 2017(GW) Cumulative as on- Dec, 2017 (GW)

1 China 53.1 131.1

2 United States 10.6 51

3 Japan 7 49

4 Germany 1.7 42.4

5 Italy 0.4 19.7

6 India 9.1 18.3

7 United Kingdom 0.9 12.7

8 France 0.9 8

9 Australia 1.3 7.2

10 Spain 0.1 5.6

Total 98 402

95

National Targets for share of Renewable Energy in Final Energy by a specific year at end 2017

Source: http://www.ren21.netREN 21 Global Status Report for 2018

By year’s end, global renewable power capacity totalled around 2,195 GW – enough to supply an estimated 26.5% of

global electricity, with hydropower providing about 16.4%.By year’s end, global renewable power capacity totalled

around 2,195 GW – enough to supply an estimated 26.5% of global electricity, with hydropower providing about

16.4%.

96

GLOBAL RENEWABLE POWER CAPACITY, 2007-2017

Source: http://www.ren21.netREN 21 Global Status Report for 2018

GLOBAL INVESTMENT FLOWS IN THE RENEWABLE SECTOR

Global new investment in renewable power and fuels exceeded USD 200 billion annually for the eighth year running.

The investment total of USD 279.8 billion* in 2017 was up 2% over 2016, despite further cost reductions for wind

and solar power technologies. Investment in new renewable power capacity (including all hydropower) was three

times the investment in fossil fuel generating capacity, and more than double the investment in fossil fuel and nuclear

power generation combined. Investment in renewable energy continued to focus on solar power, particularly solar

PV, which increased its lead over wind power in 2017. Asset finance of utility-scale projects, such as wind farms and

solar parks, dominated investment during the year at USD 216.1 billion. Small-scale solar PV installations (less than

1 MW) saw an investment increase of 15%, to USD 49.4 billion.

In 2017, global issuance of green bonds jumped 67% to a record USD 163.1 billion. The strong growth in green bonds

was related to a leap in the volume of asset-backed securities issued (mostly linked to residential solar PV systems in

the United States), to growth in green bond issuance by sovereign governments. IREDA has successfully raised $ 300

million through a 5 year rupee-denominated green bond.

OVERVIEW OF INDIAN RENEWABLE ENERGY INDUSTRY

India accounts for approximately 4 per cent of the total global electricity generation and contributes 4.43 per cent to

the global renewable generation capacity.

The International Energy Agency’s World Energy Outlook projects a growth of renewable energy supply to 4,550

GW in 2040 on a global basis.

A hydro power revival policy is underway which amongst others is likely to include the classification of all hydro

power projects as renewable energy

97

Source: www.ibef.org

*up to 31.12.2017

Source: MNRE Annual Report 2017-18

RENEWABLE ENERGY REGULATORY FRAMEWORK

The development of grid interactive renewable power took off with the coming into force of the Electricity Act 2003

(EA 2003), which, among other things, provides for regulatory interventions for promotion of renewable energy (RE)

sources through a) determination of tariff; b) specifying renewable purchase obligation (RPO); c) facilitating grid

connectivity; and d) promotion of development of market.

The National Tariff Policy (NTP) 2006 requires the State Electricity Regulatory Commissions (SERCs) to fix a

minimum percentage of Renewable Purchase Obligation (RPO) from such sources taking into account availability of

such resources in the region and its impact on retail tariffs and procurement by distribution companies at preferential

tariffs determined by the SERCs. NTP has further elaborated on the role of regulatory commission; mechanism for

promoting renewable energy and timeframe for implementation, etc. The policy was amended in January 2011 to

prescribe solar-specific RPO be increased from a minimum of 0.25 per cent in 2012 to 3 per cent by 2022. Further,

the National Action Plan on Climate Change (NAPCC) suggests increasing the share of renewable energy in the total

energy mix at-least up to 15 percent by 2020.

In view of the aforesaid provisions, regulatory framework for renewable power is evolving and all major States,

Central Electricity Regulatory Commission (CERC), Central Electricity Authority (CEA) etc are declaring, revising,

98

and modifying renewable power regulatory framework such as RE policy, RPOs, Feed in Tariffs (FiTs), Renewable

Energy Certificate (REC) mechanism, grid connectivity and forecasting provisions etc. on a regular basis.

Ministry of New & Renewable Energy has initiated an exercise to track the evolving renewable power regulatory

framework and develop a repository of information in a consolidated manner. This exercise is expected to help

understand the dynamic nature of the renewable energy regulations and related issues and also create a platform to

share information on pertinent issues.

Renewable Energy Sources

RENEWABLE ENERGY GROWTH DRIVERS

Some of the significant developments in the recent years are mentioned below:

National Solar Mission (NSM) was launched in January 2010. was the first mission to be operationalized

under the National Action Plan on Climate Change (NAPCC).

The initial target of the NSM was installing 20 GW grid-connected solar power plants by the year 2022 was

enhanced to 100 GW to be achieved by the same target year.

In the year 2015, the Government of India announced a target for 175 GW cumulative renewable power

installed capacity by the year 2022. A capacity of 62.84 GW has been set up by December.

During 2017-18, a total 5602.65 MW capacity has been added till 31.12.2017 is as follows:

Achievement in grid connected renewable power

Achievement (MW)

(April - December, 2017)

Cumulative

Achievements (MW)

(as on 31.12.2017)

Wind Power 568.71 32848.46

Solar Power - Ground Mounted 4492.05 16070.07

Solar Power - Roof Top 271.49 982.30

Small Hydro Power 38.30 4418.15

Bio Power (Biomass & Gasification

and Bagasse Cogeneration)

232.10 8413.80

Waste to Power 0.00 114.08

Total 5602.65 62846.86

Renewable Energy

Sources (RES)

Small Hydro Power

(Project<25MW)Wind Power

Bio Power

Solar power

Biomass Power

Urban & industrail Waste Power

Other forms of renewable

energy

Solar power

hydro Energy

99

100 GW total power generation capacity added in last 4 FYs, out of which more than 37.3 GW were through

RE Sources. RE installed capacity has already reached over 71 GW as on June, 2018, which is more than

20% of the overall installed power generation capacity of India. India is aiming for 500 GW with 350 GW

Solar, 140 GW Wind and 10 GW biomass power) of RE Power by 2030, based on renewable energy

technologies.

The Government has set the trajectory of bidding 60 GW capacity of solar energy and 20 GW capacity of

Wind energy till 31.03.2020. Projects worth each 30 GW Solar Power and 10 GW Wind Power capacity

would be bid out each in the year 2018-19 & 2019-20.

Bidding Trajectory (GW) during FYs 2018-19 & 2019-20

Technology FY 2018-19 FY 2019-20

Solar Power 34 30

Wind Power 10 10

Manufacturing linked Solar 10 10

Solar - Wind Hybrid 4 3

Off Shore 1 1

Others ( Floating Solar,

Biomass, Small Hydro)

2 2

Total 61 56

The Government of India is coming up with new Scheme ‘Kisan Urja Suraksha evam Utthaan Mahabhiyan

(KUSUM)’ with more focus on rural areas, farmers interest & solarization of existing grid connected

agriculture pumps etc.,

100 per cent of village electrification achieved under Deen Dayal Upadhyaya Gram Jyoti Yojana

(DDUGKY)

Now, in terms of wind power installed capacity, India is globally placed at 4th position after China, USA

and Germany.

Solar tariff has declined to lowest level of 2.44 /kWh.

About 9 times higher Solar Plant installed between 2014-17( 1.1 Lakh) against 1991-2014 (11,600)

(Source: MNRE Annual Report 2017-18, IREDA Annual Report 2017-18)

Largest ever Wind Power capacity addition of 5502.39 MW in 2016-17 exceeding target by 38%. During

2017-18, a total 467.11 MW capacity has been added till 30.11.2017, making cumulative achievement

32746.87 MW. Now, in terms of wind power installed capacity India is globally placed at 4th position after

China, USA and Germany.

Biggest ever Solar Power capacity addition of 5525.98 MW in 2017-18. During 2017-18, a total 4323.1

MW (including 207.92 MW Solar Roof Top) capacity has been added till 30.11.2017, making cumulative

achievement 16611.73 MW (including 863.92 MW Solar Roof Top).

So far,1.42 lakh Solar Pump have been installed in the Country as on 30.11.2017 including 1.31 lakh

during last three and half year.

Solar projects of capacity 23656 MW have been tendered and LoI for 19,340 MW issued.

A capacity addition of 0.59 GW has been added under Grid Connected Renewable Power since last three

and half years from Small Hydro Power plants.

Biomass power includes installations from biomass combustion, biomass gasification and bagasse co-

generation making a cumulative achievement to 8181.70 MW.

Family Type Biogas Plants mainly for rural and semi-urban households are set up under the National Biogas

and Manure Management Programme (NBMMP). During 2017-18, against a target of 1.1 lakh biogas

plants, 0.15 lakh biogas plants installations has been achieved making a cumulative achievement to 49.8

lakh biogas plants as on 30.11.2017.

100

Programme/ Scheme wise Physical Progress in year 2017-18 (January- November 2017)

Sector FY- 2017-18

Achievement (Jan-November

2017)

Cumulative Achievement

as on 30.11.2017

I. GRID-INTERACTIVE POWER (CAPACITIES IN MWp)

Wind Power 4046.44 32746.87

Solar Power 7599.31 16611.73

Small Hydro Power 64.80 4399.35

Bio Power (Biomass & Gasification and

Bagasse Cogeneration)#

60.95 8181.70

Waste to Power 16.00 114.08

Total 11787.50 62053.73

II. OFF-GRID/ CAPTIVE POWER (CAPACITIES IN MWEQ)

Waste to Energy 12.11 175.45

Biomass(non-bagasse) Cogeneration 9.50 661.41

Biomass Gasifiers 0.92 163.37

Aero-Generators/Hybrid systems 0.32 3.29

SPV Systems 146.02 551.56

Total 168.87 1555.08

III. OTHER RENEWABLE ENERGY SYSTEMS

Family Biogas Plants (in Lakhs) 0.15 49.80

Water mills/micro hydel (Nos.) 0.00 2690/72

#Progress of Bio power has been revised to installed capacity

from exportable power capacity.

(Source: Make in India, http://pib.nic.in, https://mnre.gov.in)

Amendments in Tariff Policy to promote Renewable Energy

Enhancement in Solar Renewable Power Obligation (RPO) to 8% by March 2022.

Introduction of Renewable Generation Obligation (RGO) for New coal/lignite based thermal plants after

specified date.

Ensuring affordable renewable power through bundling of renewable power.

No inter-state transmission charges and losses to be levied for solar and wind power.

Notification of the long term growth trajectory of RPO for solar and non-solar energy for next 3 years from

2016-17, 2017-18 and 2018-19;

https://mnre.gov.in/

101

Development of Solar Parks and Ultra Mega Solar Power Projects;

Development of power transmission network through Green Energy Corridor project;

Making roof top solar as a part of housing loan provided by banks;

Repowering of Wind Power Projects for optimal utilization of wind resources;

Offshore wind energy policy for development of offshore wind energy in the Indian Exclusive Economic Zone;

Supporting research and development on various aspects of renewable energy including with industry

participation;

Financial incentives for off-grid and decentralized renewable energy systems and devices for meeting energy

needs for cooking, lighting and productive purposes

(Source: Make in India)

POLICY MEASURES FOR PROMOTION OF NEW & RENEWABLE ENERGY

The Government of India has undertaken a number of policy measures for increasing share of renewable energy in

India’s energy mix. These, inter-alia, include:

a) Provision of Renewable Purchase Obligation (RPO) under the National Tariff Policy;

b) Notification of the long term growth trajectory of RPO for solar and non-solar energy for next 3 years from 2016-

17, 2017-18 and 2018-19;

c) Development of Solar Parks and Ultra Mega Solar Power Projects;

d) Development of power transmission network through Green Energy Corridor project;

e) Making roof top solar as a part of housing loan provided by banks;

f) Waiver of Inter-State Transmission Charges and losses;

g) Repowering of Wind Power Projects for optimal utilization of wind resources;

h) Offshore wind energy policy for development of offshore wind energy in the Indian Exclusive Economic Zone;

i) Supporting research and development on various aspects of renewable energy including with industry

participation;

j) Financial incentives for off-grid and decentralized renewable energy systems and devices for meeting energy

needs for cooking, lighting and productive purposes; and

k) Permitting 100 percent Foreign Direct Investment in sector through automatic route.

The Government of India has set up a target of installing 175 GW capacity through renewables by 2022. As on

28.02.2018, a total capacity of 65 GW had been installed in the country.

(Source: http://pib.nic.in/PressReleaseIframePage.aspx?PRID=1524602)

FDI POLICY

Foreign Direct Investment (FDI) up to 100% is permitted under the automatic route for renewable energy generation

and distribution projects subject to provisions of The Electricity Act, 2003.

OVERVIEW OF INDIAN SOLAR MARKET

Evolution of solar power in India

In the renewable energy segment in India, wind energy accounted for the largest share at 56.0% as of March 2017,

while solar power contributed 22.0%. However, growth in the solar power sector over the last five years has been

robust. Capacity additions of 12.3 GW were witnessed in the solar power segment over Fiscal 2012 through Fiscal

2017, registering a CAGR of 67.0%, although starting from a low base. Growth in the solar sector has significantly

outpaced that of other renewable energy sources (wind and other renewables) in India, which grew at a 14.0% CAGR

over the same period.

http://pib.nic.in/PressReleaseIframePage.aspx?PRID=1524602

102

Growth of Solar Sector

The growth factors for solar energy in India are detailed below:

Strong government initiatives

The GoI has taken significant action in connection with climate change. The GoI has provided a framework, the

National Action Plan on Climate Change (“NAPCC”), in 2008, where it proposed an eight-pronged strategy – the

NSM, energy efficiency, sustainable habitat, water planning, the Himalayan ecosystem, afforestation, sustainable

agriculture and strategic knowledge on climate change. The GoI has prioritized solar power in particular as reflected

below:

Introduction of the NSM

The GoI launched the NSM, in Fiscal 2010, under which it has undertaken several initiatives to promote low cost

solar power in the country.

Some of the key initiatives taken under the NSM scheme are as follow:

a. The GoI appointed NVVN, the trading arm of NTPC, to bid competitively for solar power and bundle it with

cheaper thermal power to sell it to distribution companies. The objective was to reduce the average power

purchase cost of solar power.

b. The GoI is incentivizing the central public sector undertakings (“CPSUs”) to install solar power under the VGF

mechanism. Under Batch V of NSM, it has already allocated approximately 1 GW. Further, the GoI has

mandated large public sector institutions to substitute part of their power consumption with solar power.

103

c. The GoI has also incorporated SECI for the purpose of promoting solar projects in India. It conducts the

bidding procedure and also undertakes the distribution of funds allocated from the centre to developers .SECI

also buys solar power from the developers and sells it to bulk consumers under tripartite agreements.

Introduction of JNNSM

Some of the key initiatives taken under the JNNSM include the appointment of NVVM to buy competitively bid solar

power and bundle it with cheaper thermal power to sell it to DISCOMs so as to reduce the average power purchase

cost of solar power. Under the JNNSM, NTPC has committed to add 10GW of solar power by fiscal 2022. The GoI

is also incentivising central public sector undertakings to install solar power under the viability gap funding

mechanism and has mandated large public sector institutions to substitute part of their power consumption with solar

power. In addition, for the purpose of promoting solar projects in India, the GoI has incorporated SECI to conduct the

bidding procedure and undertake the distribution of funds allocated by the GoI to developers.

Operational support for the execution of solar projects

The GoI has given significant support to the solar power sector for execution of projects through the setting up of

solar parks. Under a policy released in September 2014, the GoI has planned to prepare land banks for 20,000 MW

of solar projects spread across 25 states in India. The GoI has also approved capacity augmentation of solar parks to

40 GW in March 2017 to support execution of solar projects and sanctioned ₹81 billion for a newly envisaged 20 GW

of solar projects. In addition, various states including Andhra Pradesh, Telangana, Rajasthan, Karnataka, Madhya

Pradesh and Punjab, have implemented initiatives to address prevailing land acquisition issues.

Central and state level incentives

Several fiscal and regulatory incentives have been provided by the government to developers to facilitate growth in

the solar power sector, including accelerated depreciation benefit; generation based incentives; availability of viability

gap funding; tax holiday under Section 80 IA of the Income Tax Act; regulatory incentives such as must run status of

renewable energy and deemed generation for projects. Particularly under state solar policies, incentives such as

concessional wheeling and banking charges, concessional transmission charges and transmission losses, cross subsidy

surcharges and reactive charges also have been made available.

KUSUM SCHEME (Kisan Urja Suraksha evam Utthaan Mahaabhiyan) Solar Agriculture Pumps Loan

Subsidy Yojana

The start of 2018 saw the announcement of several unique schemes, aimed at the betterment of farmers. One of these

programs was the Kisan Urja Suraksha Utthaan Mahaabhiyan or the KUSUM scheme. Under this arrangement, the

central government desires to assist as many farmers as possible to install new and improved solar pumps on their

farms. The farmers need not pay a hefty fee for this benefit as it comes with government subsidy.

Launch details of the scheme

Date of Launch 1st February (Union Budget 2018)

First Announcement Made By Mr. Arun Jaitley On 1st February

Second Announcement Made By Power Ministry On 2nd February

Starting Year 2018 – 2019

Supervised By Indian Power Ministry that is headed by R.K. Singh

Construction of plants on infertile lands only – The government has also announced that it will take initiative to

Construct plants, which will generate solar power. As per the draft, these plants will only be erected on infertile areas,

capable of generating a total of 28,250 MW power.

Distribution of solar powered pumps – One of the primary aims of this program is to provide interested farmers

with solar pumps. The government states that 17.5 lakh solar powered pumps will be provided to agricultural labors.

Power production on small scale – Apart from the solar power plants, government will work towards the installation

of new solar pumps in farms, which have diesel pumps. The capacity of these pumps will be 720 MW.

Power generation from tube-wells – The government will also work toward the installation of unique tube-wells.

Each of these pumps will be able to generate power of 8250 MW.

104

Overview Solar Pumps Industry

Under the Off-Grid and Decentralized Solar PV Programme for 2017-18, Ministry is providing Central Financial

Assistance (CFA) to implementing agencies for deployment of SPV home lighting systems, Solar street lights, Solar

pumps, power packs and other solar applications to meet out the electricity and lighting needs of the individual in the

rural areas. State Nodal Agencies (SNAs) are the primary implementing agency through which CFA of 30% was

being provided. NABARD was one of the implementing agencies for pumps and lighting systems through which CFA

of 40% of the benchmark cost was being provided.

More than 96,000 pumps have been sanctioned during 2017-18 under Off-grid solar pumps. Overall, about 2.4 lakh

pumps have been sanctioned and 1.47 lakh solar pumps installed under the programme till 31.12.2017. A total of 182

MWp capacity solar PV offgrid systems / power plants have been installed till 31st December 2017

During the year, the solar systems having total capacity of 104.41 MWp which includes solar study lamps, solar home

lights, solar street lights, solar pumps, Mini/micro grids and power plants installed at various states:

150 kwp of SPV power plants has been installed at various hospitals and primary health centre in Arunachal

Pradesh

2000 numbers of solar plants for drinking water installed in Odisha

SPV power plants of capacity 500 kWp has been installed in Chhattisgarh

9 Mini grids having capacity of 210.4 kWP has been installed in nine villages of Gumla districts in Jharkhand

12,890 number of solar pumps has been installed in Chhattisgarh

SPV power plants of capacity 134 kWP have been installed in Rajasthan.

SPV power plant of capacity 25 kWp and 700 number of Solar street lights have been installed in Manipur.

Solar street lights installed during last five years including current year (31.12.2017) (page 30)

18800

62968

49985

76471

13867

0

10000

20000

30000

40000

50000

60000

70000

80000

90000

2013-14 2014-15 2015-16 2016-17 2017-18

Nu

mb

ers

Years

Solar Street Lights

105

Solar pumps installed during last five years including current year

State wise pumps sanctioned during the year 2017-18:

Sl. No State Number of solar pumps

sanctioned

1 Andaman and Nicobar 20

2 Andhra Pradesh 15000

3 Bihar 3300

4 Chhattisgarh 15000

5 Gujarat 5000

6 Jharkhand 2000

7 Karnataka 1500

8 Madya Pradesh 14000

9 Maharashtra (For Drinking Water) 1000

10 Maharashtra(For Irrigation) 7000

11 Odisha 1500

12 Punjab 2556

13 Rajasthan 7500

14 Tamil Nadu 1000

15 Uttar Pradesh 20000

(Source: National Solar Mission annual report 2017-18)

3437

46 4855

6164

7074

0

10

20

30

40

50

60

70

80

01-Apr 01-May 01-Jun 01-Jul 01-Aug 01-Sep 01-Oct 01-Nov 01-Dec

Nu

mb

ers

Years

Solar Pumps

106

Solar home lighting systems installed during last five years including current year (31.12.2017)

The Government of India has taken several initiatives during the last two years such as introduction of the concept of

solar parks, organizing RE-Invest 2015—a global investors’ meet, launching of a massive grid-connected rooftop

solar programme, earmarking of 38,000 crores for a Green Energy Corridor, eight-fold increase in clean environment

cess from 50 per tonne to 400 per tonne, solar pump scheme with a target of installing 100,000 solar pumps and

programme to train 50,000 people for solar installations under the Surya Mitra scheme, no inter-state transmission

charges and losses to be levied for solar and wind power, compulsory procurement of 100 per cent power from waste

to energy plants, and Renewable Generation Obligations on new thermal and lignite plants, etc.

As on December 31, 2017, the total solar power capacity installed is 17052.37 MW. Based upon availability of land

and solar radiation, the potential of solar power in the country has been assessed to be around 750 GWp. State-wise

details of estimated solar energy potential in the country and the cumulative installed capacity are given as follows:

State-wise estimated Solar Energy Potential in the Country

Sr. No. State/UT Solar Potential (GWp)#

1. Andhra Pradesh 38.44

2. Arunachal Pradesh 8.65

3. Assam 13.76

4. Bihar 11.20

5. Chhattisgarh 18.27

6. Delhi 2.05

7. Goa 0.88

8. Gujarat 35.77

9. Haryana 4.56

10. Himachal Pradesh 33.84

11. Jammu & Kashmir 111.05

12. Jharkhand 18. 18

13. Karnataka 24.70

14. Kerala 6.11

15. Madhya Pradesh 61.66

16. Maharashtra 64.32

17. Manipur 10.63

18. Meghalaya 5.86

19. Mizoram 9.09

20. Nagaland 7.29

21. Odisha 25.78

3437

46 48

5561

6470

74

0

10

20

30

40

50

60

70

80


Nu

mb

ers

Years

Solar Home Lighting System

107

22. Punjab 2.81

23. Rajasthan 142.31

24. Sikkim 4.94

25. Tamil Nadu 17.67

26. Telangana 20.41

27. Tripura 2.08

28. Uttar Pradesh 22.83

29. Uttarakhand 16.80

30. West Bengal 6.26

31. UTs 0.79

Total 748.98

(Source: MNRE Annual Report 2017-18 )

# Assessed by National Institute of Solar Energy

Commissioning Status of Grid Connected Solar Projects

Sr. No. State/UT Total cumulative

capacity (MW) as

on 31-03-2017

Capacity

commissioned in

2017-18 (MW)

Total cumulative

capacity (MW) as

on 31-12-2017

1. Andaman & Nicobar 6.56 6.05 12.61

2. Andhra Pradesh 1867.23 297.99 2165.21

3. Arunachal Pradesh 0.27 4.12 4.39

4. Assam 11.78 0.00 11.78

5. Bihar 108.52 33.00 141.52

6. Chandigarh 17.32 1.57 18.89

7. Chhattisgarh 128.86 50.52 179.38

8. Dadar & Nagar 2.97 0.00 2.97

9. Daman & Diu 10.46 0.00 10.46

10. Delhi 40.27 17.75 58.02

11. Goa 0.71 0.00 0.71

12. Gujarat 1249.37 95.32 1344.69

13. Haryana 81.40 122.45 203.85

14. Himachal Pradesh 0.73 0.75 1.48

15. Jammu & Kashmir 1.36 1.00 2.36

16. Jharkhand 23.27 0.00 23.27

17. Karnataka 1027.84 773.01 1800.85

18. Kerala 74.20 14.00 88.20

19. Lakshadweep 0.75 0.00 0.75

20. Madhya Pradesh 857.04 353.07 1210.11

21. Maharashtra 452.37 310.71 763.08

22. Manipur 0.03 1.30 1.33

23. Meghalaya 0.01 0.05 0.06

24. Mizoram 0.10 0.10 0.20

25. Nagaland 0.50 0.00 0.50

26. Odisha 79.42 0.09 79.51

27. Puducherry 0.08 0.03 0.11

28. Punjab 793.95 111.69 905.64

29. Rajasthan 1812.93 497.53 2310.46

30. Sikkim 0.00 0.01 0.01

31. Tamil Nadu 1691.83 127.59 1819.42

32. Telangana 1286.98 1703.09 2990.07

33. Tripura 5.09 0.00 5.09

34. Uttar Pradesh 336.73 213.65 550.38

35. Uttarakhand 233.49 13.40 246.89

36. West Bengal 26.14 13.70 39.84

37. Other/MoR/PSU 58.31 0.00 58.31

Total 12288.83 4763.54 17052.37


108

The growth of the solar sector in India commenced with the commissioning of 15 MW of solar PV pilot projects

between 2008 and 2009. Solar capacity additions have grown at an increasing rate since the introduction of the NTPC

Vidhut Vyapar Nigam Limited (NVVN) scheme under India’s Jawaharlal Nehru National Solar Mission (JNNSM)

(which allowed bundling of solar power with cheaper thermal power).

Scheme for Development of Solar Parks and Ultra Mega Solar Power Projects:-

Some of the key initiatives taken under the above scheme are as follow

a. The scheme for development of Solar Parks and Ultra Mega Solar Power Projects was rolled out by Ministry

of New & Renewable Energy in December, 2014. The Scheme has been conceived on the lines of the

“Charanka Solar Park” in Gujarat which is a first-of-its-kind large scale Solar Park in India with contiguous

developed land and transmission connectivity.

b. It was planned to set up at least 25 Solar Parks and Ultra Mega Solar Power Projects targeting over 20,000

MW of solar power installed capacity within a span of 5 years starting from 2014-15.( revised in 2017 with

the approval of Cabinet to setup at least 50 solar parks with aggregate capacity of 40,000 MW).

c. The capacity of the Solar Parks is normally 500 MW and above. However, smaller parks considered in

Himalayan Region & other hilly States where contiguous land may be difficult to acquire in view of difficult

terrain and in States where there is acute shortage of non-agricultural land.

d. The implementing agency is sanctioned a grant of upto 25 Lakh/Park for preparing Detailed Project Report

(DPR) of the Solar Park.

e. Thereafter, application is sent by the implementing agency to Solar Energy Corporation of India (SECI) for

the grant of up to 20 lakh/MW or 30% of the project cost including Grid-connectivity cost, whichever is

lower. The approved grant is released by SECI as per milestones prescribed in the scheme.

f. In-principle approval has been accorded to 35 Solar Parks of aggregate capacity of 20,514 MW planned to

be set up in 21 States/UTs.

Some of the key initiatives taken under the above scheme are as follow

a. A capacity of 300 MW is to be set up in various Establishments of Ministry of Defence i.e. Establishments

of Army, Navy, Air Force, Ordnance Factory Board, Defence Laboratories and Defence PSUs etc. Para

Military Forces also to be covered under this scheme.

b. Minimum size of the project to be 1 MW.

c. The projects under this Scheme are to mandatorily use solar cells & modules which are made in India.

d. Project Implementation Schedule is 5 years period i.e. from 2014-19.

e. The following two modes may be used for tendering

Developer Mode: This is mode under which the project is given to developer, who makes the investment,

own the project and supplies power to Defence Establishments.

EPC Mode: This is applicable when project is built through EPC contractor and investment is made by

the Defence establishment/Para Military Forces.

f. The solar project developers are provided VGF based on the bid. The bidders are selected on the basis of

bids for minimum VGF requirement for the project with commitment to supply solar power at 5.50/KWh

for 25 years. However, the upper limits of the VGF are as follows:

Category-I: 2.5 Cr./MW for project capacity upto 5 MW or 30% of the project cost whichever is lower;

Category-II: 2 Cr./MW for project capacity greater than 5 MW upto 25 MW or 30% of the project cost

whichever is lower; and

Category-III: 1.5 Cr./MW for project capacity greater than 25 MW or 30% of the project cost whichever

is lower.

3000 MW Grid connected solar PV power projects under nsm phase-ii, batch-II, Tranche-I – ‘state specific

bundling scheme’

Under this Scheme, which is part of Tranche-I of Batch-II of Phase-II of National Solar Mission, 3 GWcapacity of

solar PV power plants are being set up based on the mechanism of bundling of solar power (3 GW) with unallocated

thermal power (1500 MW) in the ratio of 2:1 (in MW terms), for which the required 1500 MW unallocated thermal

power has been made available bythe Ministry of Power.

109

State-wise allocations of 3000 MW State Specific Bundling Scheme under NSM Phase-II, Batch-II

Sl.

No.

State/ UT Capacity

allotted in open

category (MW)

Capacity allotted

in

Domestic

Content

Requirement

(DCR)category

(MW)

In Solar

Parks

Outside

Solar

Parks

Total

Capacity

Allotted

(MW)

1. Andhra Pradesh 1100 150 1250 0 1250

2. Karnataka 500 100 600 0 600

3. Rajasthan 550 100 420 230 650

4. Telangana 350 50 0 400 400

5. Uttar Pradesh 100 00 0 100 100

Total 2600 400 2270 730 3000

Break-up of 2050 MW Project Commissioned as on 30.11.2017

State Solar PV Projects Allotted (MW) Solar PV Projects Commissioned

(MW)

Andhra Pradesh 1250 1000

Rajasthan 650 650

Uttar Pradesh 100 100

Karnataka 600 0

Telangana 400 300

Total 3000 2050

GENERATION BASED INCENTIVES (GBI) PROGRAMME FOR SMALL PV SOLAR POWER PLANTS

Rooftop PV and Small Solar Power Generation Programme (RPSSGP)

a. After successful demonstration of MW projects in Demo Scheme, Ministry launched a Generation Based

Incentives (GBI) programme on 16th June 2010 to give a thrust to rooftop PV and other small solar power

plants connected to grid under Phase I NSM. Implementing Agency is IREDA.

b. 100 MW Solar capacity was allocated and 91.8 MW of 72 projects in 12 States was commissioned. GBI is

applicable for 25 years from the commissioning date and payable to the distribution utility

c. Ministry provides fixed GBI from 8.69 to 12.24 /Kwh to the State utilities at a rate equal to the difference

of the CERC tariff for 2010-11 ( 17.91 per kWh) and a base rate of 5.50 per kWh.

d. Annual budget requirement by Ministry under RPSSGP scheme is approx. 180.00 crore for 91.8 MW.

Status of Funds received, Claims processed and Released under Solar GBI Schemes

Schemes Receipt of Funds

from MNRE

Claims Processed and

Pending for Release

Amount Released

Amount Date Amount Date Amount

Demo Solar GBI 187.26 15-10-2018 18.49 15-10-2018 187.58

RPSSGP (Solar GBI) 852.42 15-10-2018 19.59 15-10-2018 771.18

(Source: www. http://ireda.in)

GRID CONNECTED ROOFTOP AND SMALL POWER PLANTS PROGRAMME

a. The Ministry is implementing “Grid Connected Rooftop and Small Solar Power Plants Programme” which is

providing subsidy upto 30% of benchmark cost for the general category states and upto 70 % of benchmark

cost for special category states, i.e. North Eastern States including Sikkim, Uttarakhand, Himachal Pradesh,

Jammu & Kashmir and Lakshadweep, Andaman & Nicobar Islands for installation of grid connected rooftop

solar power plants in building of residential, institutional and social sector. For Government sector

achievement linked incentives upto 25% of the benchmark cost in general category States/UTs and 60 % of

the benchmark cost for special category States/UTs are being provided. About 4200 MW is being targeted

under this scheme (2100 MW with subsidy and 2100 MW without subsidy) by year 2019-20.

http://ireda.in/

110

b. So far, 1810 MWp solar rooftop systems have been sanctioned/ approved under the scheme. Aggregate 982.30

MWp have been reported as installed in the country. Solar rooftop projects are being implemented by State

Nodal Agencies (SNA’s), Solar Energy Corporation of India (SECI), Public Sector Undertakings (PSUs) and

other Multi Government Agencies (MGAs), Private Developers etc..

c. Solar Energy Corporation of India has tendered 500 MWp for Social, Institutional and Residential Sector and

500 MWp tender for Government Sector including PSUs.

d. An online platform namely SPIN has been developed for submission of online proposal, project completion

reports, data management, communications etc. SPIN stands for Solar Photovoltaic Installations is an e-

governance of initiative of the Ministry. It is an online system designed to monitor almost all activities involved

in Solar Rooftop programme. It contains a useful tool for calculating the rooftop area or estimate for installation

of rooftop for a lay man and provision for entering his request for installing the SPV system. SPIN is also

inbuilt with the utilities like email and SMS for communicating to various stake holders. The SPIN is designed

and developed by National Informatics Centre (NIC).

ATAL JYOTI YOJANA

Under the Atal Jyoti Yojna (AJAY) programme Solar Street Lights are to be installed in rural, semi-urban and urban

areas which don’t enjoy adequate coverage of power grid in the states of Uttar Pradesh, Assam, Bihar, Jharkhand and

Odisha.

The total cost of the scheme is Rs 499.30 crore. MNRE is providing provide 75% of the cost of street lights and

remaining 25% comes through from Member of Parliament Local Area Development Scheme (MPLADS) funds,

Panchayat funds or Municipalities and other Urban Local Bodies (ULBs)Funds.

As on 31st December 2017, the implementing agency (EESL) has received sanctions letters from DMs from 74

constituencies which includes 1,05,217 nos. quantity to be installed in all 5 states out of which 47 are from Uttar

Pradesh, 11 are from Bihar, 5 are from Odisha, 7 are from Jharkhand and 4 are from Assam.

Physical Progress (as on 31.12.2017)

Total nos. of lights installed is 68,628

Current rate of installation by EESL is 1000 lights/day.

Work is in progress in all 5 States.

Out of 74 sanctions received from District Authorities, work is in progress in 71 locations.

Work at 13 nos. of constituencies is completed.

State-wise Division of total Sanction Letters received

States Sanctioned Letter No Progress as on 31.12.2017

Uttar Pradesh 67417 47414

Bihar 14638 10828

Assam 6165 2317

Jharkhand 9267 3946

Odisha 7730 4123

111

Installation of 60kWp Floating Pond Top Solar Power Plant at Hon’ble Governor

House in Bihar


Other Initiative

Under National Solar Mission, the target for setting up solar capacity increased from

20 GW to 100 GW by 2021-22. Target of 10,000 MW, set for 2017-18 which will take the cumulative

capacity over 20GW till 31st March 2018.

As on date, 23656 MW has been tendered out, of which LOI issued for

19340 MW.

Capacity of the scheme for “Development of Solar Parks and Ultra Mega Solar Power Projects” has been

enhanced from 20,000 MW to 40, 000 MW. 35 solar parks of aggregate capacity 20,514 MW have been

approved in 21 States.

Kurnool Solar Park in Andhra Pradesh with 1000 MW capacity has already been commissioned and is

operational. With commissioning of 1000 MW capacity at single location, Kurnool Solar Park has emerged

as the World’s Largest Solar Park.

650 MW capacity commissioned in Bhadla Phase-II Solar Park in Rajasthan.

250 MW capacity commissioned in Phase –I of Neemuch Mandsaur Solar Park (500 MW) in Madhya

Pradesh.

3 new solar parks have been approved in this year at Rajasthan (1000 MW), Gujarat (500 MW) and Mizoram

(23 MW) after issue of Guidelines for Enhancement of capacity from 20, 000 MW to 40, 000 MW under

Solar Park Scheme.

Solar tariff has declined to lowest level of Rs 2.44 /kWh. The chronology of down ward trend in Solar

tariff during recent times is as given below:

Sl

No.

Period Capacity Lowest

Tariff

(/KWh)

Scheme State

1 February-2017 750 MW 3.30 State Scheme Madhya

Pradesh (REWA

Solar park)

2 May-2017 250 MW 2.62 VGF Scheme Rajasthan

(Bhadla IV Solar park)

3437

46 48

5561

6470

74

0

10

20

30

40

50

60

70

80


Atal Jyoti Yojana- Monthly Progress of

Sanction Letters

112

3 May-2017 500 MW 2.44 VGF Scheme Rajasthan

(Bhadla III Solar park)

4 Aug-17 500 MW 2.65 State Scheme Gujarat

(Non-Solar Park)

As on 30.11.2017 over 41.80 lakh Solar Lighting Systems, 1.42 lakh Solar Pumps, and power packs of

181.52 MWeq have been installed in the country. Major achievements of 18.47 lakh Solar Lighting Systems,

1.31 lakh. Solar Pumps, Power Packs of 96.39 MWeq have been reported during last three and half years

Several schemes namely (i) Defence scheme (ii) Central Public Sector Undertakings (CPSUs) scheme (iii)

Bundling scheme (iv) Canal Bank/ Canal Top scheme (v) VGF Scheme (vi) Solar Park scheme (vii) Solar

rooftops, have been initiated/launched by the Ministry under National Solar Mission which are under

implementation.

· Under Defence scheme against a target of 300 MW, 357.50 MW has been sanctioned; under Central Public

Sector Undertakings (CPSUs) scheme against a target of 1000 MW, entire capacity sanctioned; under 3000

MW Bundling scheme, Tranch-I: 3000 MW has been tendered; under 100 MW Canal Bank/ Canal Top

scheme, all capacity sanctioned; under 2000 MW & 5000 MW VGF Scheme; and under 20,000 MW Solar

Park scheme, 35 Solar parks have been approved in 21 States with aggregate capacity of 20,514 MW.

Solar Rooftop

Ministry is implementing Grid Connected Rooftop and Small Solar Power Plants Programme which provides for

installation of 2100 MW capacity through CFA/ incentive in the residential, social, Government/PSU and Institutional

sectors.

Under the programme, central financial assistance upto 30% of bench mark is being provided for such projects in

Residential, Institutional and Social sectors in General Category States and upto 70% of the benchmark cost in Special

Category States. For Government sector, achievement linked incentives are being provided. Subsidy/CFA is not

applicable for commercial and industrial establishments in private sector.

So far sanctions for 1767 MWp capacity solar rooftop projects has been issued and around 863.92 MWp

capacity has been installed.

All the 36 State / UT ERCs have now notified net/gross metering regulations and/or tariff orders for rooftop

solar projects

Concessional loans of around 1375 million US dollars from World Bank (WB), Asian Development Bank

(ADB) and New Development Bank (NDB) have been made available to State Bank of India (SBI), Punjab

National Bank (PNB) and Canara Bank for solar rooftop projects.

Suryamitra programme has been launched for creation of a qualified technical workforce and over 11

thousand persons have been trained under the programme.

An online platform for expediting project, approval, report submission, and monitoring of RTS projects has

been created.

Initiated geo-tagging of RTS projects, in co-ordination with ISRO, for traceability and transparency.

Launched mobile app ARUN (Atal Rooftop Solar User Navigator) for ease of access of beneficiaries for

request submission and awareness.

MNRE has allocated Ministry wise expert PSUs for implementation of RTS projects in various

Ministries/Departments.

Published best practices guide and compendium of policies, regulations, technical standards and financing

norms for solar power projects.

(Source: http://pib.nic.in/PressReleaseIframePage.aspx?PRID=1514215)

http://pib.nic.in/PressReleaseIframePage.aspx?PRID=1514215

113

Upto 31.12.2017

Recent Scenario and Government Initiatives

FDI Inflows

According to data released by the Department of Industrial Policy and Promotion (DIPP), FDI inflows in the Indian

non-conventional energy sector between April 2000 and June 2018 stood at US$ 6.84 billion. More than US$ 42

billion has been invested in India’s renewable energy sector since 2014.

100 per cent FDI is allowed under automatic route for projects of renewable power generation and

distribution subject to provisions of The Electricity Act, 2003.

New investments in clean energy in the country reached US$11 billion in 2017. In the first half of 2018,

investments in clean energy in India reached US$ 7.4 billion.

The non-conventional energy sector has received a total FDI equity inflow of US$ 6.84 billion during April

2000 to June 2018.

Inter-state distribution of wind power was started in August 2018.

In the first half of 2018, investments in clean energy increased 22 per cent year-on-year.

In the first half of 2018, India installed 1 MW of solar capacity every hour.

With 28 deals, clean energy made up 27 per cent of US$ 4.4 billion merger and acquisition (M&A) deals

which took place in India’s power sector in 2017.

In March 2018, ReNew Power finalised a deal estimated at US$ 1.55 billion to acquire Ostro Energy and

make it the largest renewable energy company in India.

World’s largest solar park named ‘Shakti Sthala’ was launched in Karnataka in March 2018 with an

investment of Rs 16,500 crore (US$ 2.55 billion).

Solar sector in India received investments of over US$ 10 billion in CY 2017.

Private Equity (PE) investments in India's wind and solar power have increased by 47 per cent in 2017

(January 1 to September 25) to US$ 920 million, across nine deals, as compared to US$ 630 million

coming from 10 deals during the corresponding period in 2016**.

114

Government initiatives

Some initiatives by the Government of India to boost the Indian renewable energy sector are as follows:

A new Hydropower policy for 2018-28 has been drafted for the growth of hydro projects in the country.

The Government of India has announced plans to implement a US$ 238 million National Mission on

advanced ultra-supercritical technologies for cleaner coal utilisation.

The Ministry of New and Renewable Energy (MNRE) has decided to provide custom and excise duty

benefits to the solar rooftop sector, which in turn will lower the cost of setting up as well as generate power,

thus boosting growth.

Around 4.96 million household size biogas plants were installed in the country under the National Biogas

and Manure Management Programme (NBMMP) by 2016-17 end.

The Indian Railways is taking increased efforts through sustained energy efficient measures and maximum

use of clean fuel to cut down emission level by 33 per cent by 2030.

Road Ahead

The Government of India is committed to increased use of clean energy sources and is already undertaking

various large-scale sustainable power projects and promoting green energy heavily. In addition, renewable

energy has the potential to create many employment opportunities at all levels, especially in rural areas. The

Ministry of New and Renewable Energy (MNRE) has set an ambitious target to set up renewable energy

capacities to the tune of 175 GW by 2022 of which about 100 GW is planned for solar, 60 for wind and other

for hydro, bio among other. India will need investments of around US$ 125 billion to reach this target. As of

June 2018, Government of India is aiming to achieve 225 GW of renewable energy capacity by 2022, much

ahead of its target of 175 GW as per the Paris Agreement

115

OUR BUSINESS

Overview

We were founded in 2009 at Secunderabad, Telangana as a Private company limited by Shares under the provisions

of the Companies Act, 1956. For further details, see “History and Certain Corporate Matters” beginning on page

152.We are promoted by Mr. Anshuman Yenigalla and Mr. Venkata Ravindra Yenigalla and each of our promoters

are having good industrial exposure. We are primarily engaged in EPC contracts of setting-up of power plants and

water pumping systems, as an EPC contractor installed 15MWp solar power plants up to November 30, 2018 and also

installed more than 6000 numbers of water pumping systems with wide range of systems of DC Solar Pumps and AC

Solar Pumps across India. Recently, we have also started to provide project consultancy services for acquiring solar

power projects and tender bidding after identifying competent client on tender-to-tender basis.

In the year 2009-10, our company installed first solar system of 2kwp followed by other 4 systems of 32Kwp and first

100kwp captive solar power plant in 2012. In the year of 2013, we have set up India’s first biggest captive 1.1 MWp

solar power plant in Raipur, which was inaugurated by Mr. Farooq Abdullah, Hon’ble Union Minister for New and

Renewable Energy and Mr. Raman Singh, Hon’ble Chief minister of Chhattisgarh.

We are one of the prime player in setting-up of captive integrated solar power systems and have set-up 2MW solar

rooftop project for IIT Delhi.

In the year 2014, we have ventured in to solar water pumping system business vertical and installed more than 200nos

of water pumping systems apart from the solar power projects of 4MWp cumulative capacity in 158 locations.

We are presently operating in various states of India like Telengana State, Andhra Pradesh, Tamil Nadu, Karnataka,

Chhattisgarh, Odisha, Madhya Pradesh(MP), Jharkhand, Bihar, Uttar Pradesh(UP), Haryana and Rajasthan.

We are system integrator of Solar power plants and Water Pumping Systems. We are also an ISO 9001:2015 and ISO

14001:2015 certified company with MNRE SP1B rating and empanelled with NABARD programme for

implementing solar water pumping systems.

We have been ranked at 8th Position among the EPC contractors in installation of solar rooftops across the country

according to the report published by leading external publishing agency – Bridge to India for the year 2016.

Growth of Our Portfolio

The chart below illustrates the growth of our portfolio from inception to the date of this Draft Red Herring Prospectus:

116

For a description of our activities, competition, management, etc., also see “Industry Overview” and “Management’s

Discussion and Analysis of Financial Condition and Results of Operations” beginning on page 87 and 234

respectively.

Our EPC projects

We have started as an EPC contractor in quest for next generation technologies to support a healthy and stress free

life and serving in the field of supply, installation and commissioning of water pump system and SPV power plants.

We have categorized our EPC service in four main elements:

Project Planning: Scope, Schedule & Resources.

Project Development : Site Survey, Systems Design

Project Implementation : Design, Build, Test & Training

Project Operation & Maintenance: 24 * 7 Support

118

Process Flow Chart

The process flow of the EPC for Solar Water Pumps as well as integrated Solar Power Projects/ Systems is:

Business Development Department

Designing Department

Purchase Department

Installation and Commissioning Department

Billing Department

Service Department

Solar Pumps

Process for operating Solar water pump:

Solar water pump or a solar photovoltaic water pumping system is a system powered by solar energy. It is just like

the traditional electric pump with the only exception that it uses solar energy instead of non-renewable energy for its

operation.

It consists of one or more solar panels, also known as solar photovoltaic modules, a motor pump set, electronic controls

or a controller device to operate the pump, the required hardware.

When sunlight falls on the solar panels with the photovoltaic electric effect it produces direct current (DC) which will

have connected to the motor pump directly or through VFD produces water output.

Following Diagram gives a clear view on the process for operating Solar water pump

119

Typical Economics of Solar water pumping systems

Cost of Pump (5 HP AC Submersible) : Rs. 3,25,000/-

(MNRE Benchmark Price 2018-19)

It is usually funded through following source:

MNRE Subsidy: ₹ 65,000/-

DISCOM Share: ₹ 1,20,000/-

Cost to Farmer: ₹. 1,40,000/-

PV Array Capacity: 4.8 kWp

Energy Generated per year: 6,480 kWh.

Water Pumped: 67,200 ltr/day

Payback Period: 3.Year and 1 Month

Following are few benefits of Solar Water Pump

• During day-time automatic operation Switch on and Off in the morning and evening.

• Free and renewable source of energy.

• Saving in electricity Bills.

• Durable and reliable.

• Minimal maintenance required.

• Handy and easy to operate.

• Can replace conventional pumps where there is electric grid.

• Pollution free and environmental friendly

• Long operational life

120

Scope of Work

Solar water pump tenders are issued by Government and other nodal agencies, and our typical scope of work in such

contracts are as follows:

a) Conducting of site survey including bore well size, water level output requirements.

b) Designing of the pumping systems as per the survey requirements and mobilisation of materials.

c) Transportation of all materials to the site and keeping the same in safe own custody.

d) Installation of the structure, PV modules, motor pump with appropriate electrical connections and also required

protection systems like earthing and lighting arrestor.

e) After initial operation and testing of the pump for about a week handing over the same to the customer and

should be maintained for 5 years under CMC terms.

Performance Guarantee

We need to provide following performance guarantees and warranties:

a) The solar panel generation shall be warrant for twenty-five years with rated performance as per MNRE

recommended technical specification and remaining materials for 5 years.

b) Performance guarantees for the rated delivery / discharge of water as per standard test condition and the test reports

generated from authorized test centers (TUV/CITRAC/UL/NISE)

Penalty and termination of contact:

The system shall be supplied, installed and commissioned within the scheduled time as mentions in the supply /

installation order. If the supplier fails to adhere to the schedule, the agency shall levy the prescribed penalties and

liquidated damages. They may also consider termination of the contact and forfeit the security deposit.

Details of Proposed Project for Manufacturing PV Module

As part of back-ward integration plans now, our Company is going to establish to manufacture solar photo voltaic

modules. Total cost of the project is estimated at Rs. 28.94 Crore which will be financed partly by way of term loans

and internal accruals.

Brief Details of the project:

a. Location: Nandi Gama Village, Ranga Reddy (District

b. Land details: Survey No: 920,921, Nandi Gama Village, Nandi Gama Mondal, Ranga Reddy (District),

Telangana-521185, Project cost: ₹28.94 Crores

c. Means of finance: Internal accruals: ₹ 8.79 crore

Term loan: ₹ 20.15 crore (sanctioned by Union Bank of India)

Our Scale and Size

The performance graph of the revenue of our company since last 3 years and for September 30, 2018 will be given

in the below table:

Year

2015-16 2016-17 2017-18

September

30,2018

Revenue (₹ In Lakhs) 4,133.75 6,309.71 10,596.54 5,636.34

Growth Rate (%) - 52.64 67.94 -

121

Our Major Landmark Projects

Following are the land mark projects of our company since inception:

During the Financial year 2012-13, we have installed 1.1MWp SPV Plant in Raipur Chhattisgarh and

completed the said project a month before the given period of completion. The said project was inaugurated

by Mr. Farooq Abdullah, Hon’ble Union Minister for New and Renewable Energy and Mr. Raman Singh,

Hon’ble Chief minister of Chhattisgarh.

In the year 2014, we have installed 1 MWp system on rooftops of Indian Institute of Technology (IIT) New

Delhi and the same was completed in the due course of time.

In the year 2015, Our Company executed one of the first kind of roof top project on Salarjung Museum,

Hyderabad of capacity 500KWp, by standing India’s first museum with solar power plant.

During the period of 2016-17 we have executed over 1000 solar water pumping systems across the country

and also executed another major project of 500KWp Solar Plant for Mulkanoor Co-operative Society from

the state of Telangana.

Supplied and installed 1007nos of Solar water pumping systems for Karnataka Government during the FYs

2015-16 & 2016-17.

Supplied and installed 1500 nos of Solar Water Pumping systems for Chhattisgarh Government during the

FYs 2016-17 & 2017-18.

Supplied and installed 300nos of Solar drinking water systems for RWS&S, Odisha during the FYs 2016-17

& 2017-18.

In the financial year 2017-18, our Company has bagged the order for over 1500 number of solar pumps in

the Madhya Pradesh and added with major and land mark project of 2MWp Solar Plants installation from

the Vignan Group of Institutions. Before the end of the financial year, with the completion of the major

projects , we have achieved the gross turnover of Rs. 107 crores with 2561 number of solar water pumps and

3456KWp capacity of Power Plants Installed.

Our Strengths

We believe the following competitive strengths have contributed and will continue to contribute to our success:

Well-established EPC player

We provide turnkey EPC solar energy solutions from concept to commissioning for solar PV and also operation and

maintenance services as and when required for the project. With our in-house engineering and design teams, we strive

to leverage our technical experience and industry know-how to develop the most cost-effective and energy efficient

PV solar plants in the industry. We provide complete end-to-end solutions including complete Engineering,

Procurement and Construction (EPC) services for our customers seeking to build solar power plants and solar water

pumping systems in India. We assist customers seeking to use solar power right from the planning stage through the

entire operational life of the project.

Integrated approach to developing solar power projects by highly experienced development teams

We have dedicated and experienced teams at multiple locations committed to provide and ensure flexible, integrated,

dependable, cost effective and responsible solutions to the customer resulting in total customer satisfaction.

Our experienced O & M team ensure the following at all installation sites

Maximized performance

Minimized faults

Immediate trouble shooting within 24 hours

Fast and Efficient response time

122

In-House, On-Site warranty and repairs

As per MNRE guidelines every solar installation (Power plant or Pumps) should be provided with 5 years operational

and maintenance. 5years back to back O&M support from all the material suppliers which will ensure the support to

end customers. We have ERP database system functionally designed for service support, for monitoring and logging

of all maintenance data.

Expertise and experience in project management:

With our Expertise and experienced project managers and their team oversee all activities ranging logistical, technical,

and procurement. Preparation of appropriate documentation with the required-on site approvals ensure compliance

with regulators. Our extensive proficiency gathered with experience in various regions of India has boosted our

operational capabilities. Our competent and experienced project management team ensures our projects have very

low gestation periods and are installed at record setting time-periods without any compromise in quality. We also

ensure seamless completion of commissioning formalities including all government registrations and approvals.

Experience Management and Employees:

Our Company and core management is having vast experience of more than Nine (9) years in executing project from

small to large scale in the fields of supplying, installing and commissioning of solar water pumping systems and SPV

power plants. Our team also possesses the requisite qualifications and experience in the industry. We are responsible

for the growth in our business operations. Our Company led by our Promoter and management who has helped us in

achieving strong revenue and profit growth over the past several years.

Established relationship with public sector clientele and excellent pre-qualification credentials:

Our company with the completion of number of projects has gained experience in the field. We accomplished this by

demonstrating genuine commitment towards the company/individual we work for and ensure the solar project

implementation exceeds their expectation. We thus built trust of various Government and Private bodies and

established relationship with them.

Design and Engineering team

We believe that our projects are performing according to their design specifications. Our Company has an in-house

engineering and design team, which reduces our dependence on outsourcing engineering and design work to third

party consultants.

Along with the experienced core management, our Company has in existence a separate and exclusive team for

design, engineering and execution of projects which are mainly focused and involved in the project

management, design, strategy, and supply chain design and engineering team are as follows

Design Department:

Head – Design: Mr. Rajeswara Rao

Mr. Ashok(Mechanical)

Engineering Team

Head – Engineering: Mr. Pavan Kulkarni (Head)

Mr. Keshav Kumar Jha

Ms. Veera Raghava

Mr. Manoj Kumar

Large Order Book and repeat orders

Since our Company’s incorporation in 2009 we have undertaken projects for Solar Power Plants and Solar Pumps In

our industry, an order book is considered an indicator of future performance since it represents a portion of anticipated

https://en.wikipedia.org/wiki/Project_management

https://en.wikipedia.org/wiki/Project_management

https://en.wikipedia.org/wiki/Design

https://en.wikipedia.org/wiki/Supply_chain

123

future revenue. Our Order Book as on a particular date consists of estimated revenue from unexecuted or uncompleted

portions of our ongoing projects, i.e., the total contract value of such ongoing projects as reduced by the value of

construction work billed until such date. We have a robust 60% increase in revenue for the year ended march, 2018,

compared to a robust Increase in revenue of 68% for the financial year 2016-173. This was led by execution progress

on its ongoing projects and monetization from realty projects. We also reported 280% increase in the net profits

despite its interest cost triple against the corresponding period of the previous year.

We believe that our quality of work and timely execution has allowed us to enhance our relationships with existing

clients and to secure projects from new clients. For example, we have secured repeat orders from some of our clients

namely NREDCAP, APEPDCL, APSPDCL, CREDA, UPNEDA, MPUVNL, OREDA, Rajasthan Horticulture

Development Society, since the date of our first contract with each of them.

Strong Track record of completed projects across various states in India

We are well established in EPC Projects, Solar Pumps with a track record of 9 years of experience and expertise in

execution of various EPC projects in various states of India. Our experience and established track record of executing

projects allows us to meet the necessary pre-qualification requirements and helps us identify and mitigate certain

development and operational risks.

Strong Track record of consistent financial performance and growth:

We have grown rapidly since its inception in terms of several parameters such as amount of revenue it is generating,

operations from various locations and the number of employees who are working for it. Further the company has

improved its clientele by rendering different kinds of services in the process of supplying, installing and

commissioning of SPV power plants and solar water pumping systems.

The performance graph of the revenue of our company since last 3 years and for September 30, 2018 will be given in

the below table:

Year

2015-16 2016-17 2017-18

September

30,2018

Revenue (₹ In Lakhs) 4,133.75 6,309.71 10,596.54 5,636.34

Growth Rate (%) - 52.64 67.94 -

Quality management:

We have adequate quality control procedures which ensure the ability of our projects to deliver highest generation

levels and minimize future maintenance problems. We have developed our operational capabilities in Supplying,

Installing and commissioning of SPV power plants and solar water pumping systems. Further our company always

strives to keep at best by being customer centric and keep in mind customer needs and expectations. Our Company

always adapts new and better technology and methods to implement the projects and ensure that the quality is not

compromised at any stage.

Optimal Utilization of Resources

As the demand is ahead of the supply there is a direct need for efficient and effective utilization of resources. Hence

an attempt is made to reduce the utilization of electricity from non-renewable energy by optimally utilizing the Solar

Energy. As the Solar Energy is one of the substitutes for fossil fuel, a breakthrough is achieved by adopting an

alternative technique which is generation electricity by renewable energy and the company constantly endeavours to

improve our process, skill up-gradation of our employees, modernization of infrastructure and methods of processing.

We regularly analyse our existing process and to identify the areas of bottlenecks and correct the same. This helps us

in improving our services so as to reap the optimum satisfaction of our clients.

Favourable credit rating and access to diversified sources of funds

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We believe that our favourable credit ratings enable us to access various cost competitive funding options. Our

credit ratings as of November 30, 2018 are as follows:

BB+ Positive by ICRA

Relationship with Client

We focus on providing the clients with the desired and standard quality of work. By providing the desired quality and

standards of work we aim to achieve highest level of customer satisfaction. The team is built with excellent managerial

support, technical support.

We provide a toll-free customer support line accessible for us 24 *7. We build systems by carefully looking at various

parameters and for any issues related to Site, module operation or degradation, AC DC cabling, MPP tracking,

transformer, invertor replacement and other operational issues by sending our operational team on site to mitigate the

issues effectively and to the customer satisfaction.

Time Management

We adhere to time management and follow proper protocols for installation on site. This is followed by rigorous

quality control systems and implementation is followed as per the regulatory guidelines specified. By analysing our

past completed projects, there are the situations where the company has completed a month before the given

completion period in the first land mark project of installing 1.1MWp SPV power plant at Raipur, Chhattisgarh such

other major projects at record time of completion.

Our Company with quick project completion without compromising on quality helped us to increase and improve the

client relationship and financial performance of the company respectively.

Efficient business model

Our growth is largely attributable to our efficient business model which involves careful identification of our projects

and cost optimisation, which is a result of executing our projects with careful planning and strategy. Primarily our

company was engaged in EPC contracts of setting-up of Solar Photovoltaic Water pumps, which include supplying,

installing, and commissioning of the pump system across India in solar pumping system. We have installed more than

6000 numbers of pumps till 30th November 2018 with wide range of products of DC Solar Pump and AC Solar Pump.

In other vertical we carry the installation of integrated Solar Power Projects/ Systems as an EPC contractor and

installed 15MWp till 30th November 2018. We also started providing consultancy services for acquiring projects and

tender bidding after identifying competent client on tender-to-tender basis. This model has facilitated us in maximising

our efficiency and increasing our profit margins. Projects. Our Company follows a strategic approach during the pre-

bidding stage, which involves undertaking technical surveys and feasibility studies and analysing the technical and

design parameters and the cost involved in undertaking the project. We believe that our strategic approach during the

pre-bidding stage enables us to bid at competitive prices and helps us to successfully win projects. Once we win a bid,

our focus is to provide highly quality of service during the execution stage of the project. Although our company

started its business with one model, it eventually started serving to the clients through the following various

verticals/business activities

a. Grid Interactive Solar PV Power Plants

b. Off-Grid Solar PV Power Plants

c. Solar Water Pumping Systems

d. Manufacturing of VFDs & Control Panels

e. BOOT Model Solar Power Plants

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Focused geographic expansion based on scientific project selection.

Initially, we carried out our operations in the state of Andhra Pradesh and thereafter expanded to the state of

Chhattisgarh in the year 2010 by executing 1.1 MWp SPV Plant.

Thereafter, our Company expanded its operations to various states across the country and erected Solar Power Plants

and Solar Water Pumping Systems.

We are selective when we expand into a new location and typically consider geographies where we can deliver high-

quality services without experiencing significant delays and interruptions. We have expanded our operations into

states with less competition, high GDP, stable political conditions, favourable geographic and climatic conditions.

We strive to cluster our projects geographically to improve efficiency and profitability. By leveraging the manpower,

equipment and materials which are set-up at nearby work sites, we save transportation costs and investment in new

equipment, thus achieving economies of scale.

As of date the Company’s operations spread across 11 major states.

We have a Registered office (HO) located in Hyderabad, Telangana State with branch offices at following places;

Vijayawada, Andhra Pradesh

Bangalore, Karnataka

Raipur, Chhattisgarh

Chandigarh, Haryana & Punjab

Delhi

Bhubaneshwar, Odisha

Jaipur, Rajasthan

Lucknow, Uttara Pradesh

Bhopal, Madya Pradesh


As a boost to this industry during the Budget 2018-19 Announcement, a Scheme named as “KUSUM” was announced.

The Full Form of KUSUM is Kisan Urja Suraksha Evam Utthan Mahabhiyan. The main objective of this Scheme is

to make Solar Pumps to ensure less consumption of electricity. This is a great initiative. This Scheme will not only

benefit our Farmers but the whole country not in the farming perspective but also for electricity saving. Under this

Scheme, 3 Crore Solar Pumps (Tube well) will be installed by 2022. The aim of the Scheme to introduce Solar Pumps

for Irrigation Purposes. Total Amount to be spent for Kusum Yojana – 1.40 Lakh Crore. Under this Scheme, the

farmer will have to bear only 10% of the cost and the remaining 90% of the cost will be borne by the government.

Under this arrangement, the central government desires to assist as many farmers as possible to install new and

improved solar pumps on their farms. The farmers need not pay a hefty fee for this benefit as it comes with government

subsidy. The main aim of this scheme is to provide the farmers with advanced technology to generate power. The

solar pumps will not only assist to irrigate the farmers, but will also allow each farmer to generate safe energy. Due

to the presence of the energy power grid, the agricultural labours will be able to sell the extra power directly to the

government. It will provide them with extra income as well. So, this scheme will bring double benefits.

The government is executing two national level programs to promote installation of solar roof tops. The Jawaharlal

Nehru National Solar Mission was launched in 2010 and had set an ambitious target of 20 GW solar by 2022. This

target was further revised in 2015 to 100 GW solar by 2022. Another web-based initiative, namely Solar Guidelines,

has been adopted under Indo German Energy Programme (IGEP) to encourage rapid development of the solar sector

in India by disseminating policy and technology related information. Moreover, State Bank of India has also signed

an agreement with the World Bank for debt financing of ₹ 4200 crores towards grid-connected solar projects in India.

The government is making efforts to achieve its targets and enable widespread adoption of solar

We are registered with MNRE Channel Partner to get direct subsidy for Solar Water Pump System in all over India.

The Ministry of New and Renewable Energy (MNRE), which provides 30 per cent subsidy to most solar powered

items such as solar lamps and solar heating systems, has further extended its subsidy scheme to solar-powered

refrigeration units with a view to boost the use of solar-powered cold storages.

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Recent Trends in Solar Energy

Solar energy is playing a pivotal role in compensating the electrical energy as there is short fall in this energy due to

more demand and decline trends of conventional source of energies exhaustion of fuels like coal, petroleum, natural

gases and constant of environmental and climatic changes to cope up this photovoltaic installation is being done in an

electrical system to compensate and enhance the energy. Following are the few recent Trends which are versatile and

more useful for the masses.

Emergence of distributed generation – This is the best way to narrow down the gap between supply and demand.

The trend towards distributed generation has been noticed in the past years and has played a key role in electrifying

villages and helping meet the latent demands in the system. Distributed generation also helps in overcoming the

shortfalls in the transmission, mitigating the apprehensions of the solar energy suppliers to some extent.

Off Grid Solar Application – The Government of India has also incorporated off-grid renewable energy policy to

boost the use of renewable energy through stand-alone systems in remote areas. The policy aims to increase the use

of green energy and curb the growing issue of waste disposal. It expects the use of more solar products, bio gas and

fertilizer plants in housing societies, private offices, and establishments.

Using unproductive land – There is an insufficient amount of land in many states of India to generate solar energy

so as to meet the country’s current target of land-based energy. To tackle this issue, the ministry is allowing the state

governments to allocate unproductive land for solar energy projects resulting in low costs and minimal use of private

lands.

Newer Methods which will enhance the use of Solar Energies– Day by day new trends and innovations are being

developed throughout the world in R&D centers, automobile sectors and domestic use in institutions, hostels to reduce

the energy wastage and to generate the power by solar devices

Safeguard duties: The government of India (GOI) has levied safeguard duty of 25 percent on solar cells imports

from China and Malaysia to promote domestic industry as well as curtail dumping by those countries. The Ministry

of Finance (Department of Revenue) levied the duty based on the final recommendations proposed by the Directorate

General of Trade Remedies (DGTR) vide Notification dated 30th day July 2018.

The safeguard duty of 25 percent on solar modules and cells will be in force from July 30, 2018. This duty to some

extent may impact the project cost as the solar cells are one of the main ingredient in the panels and most of the panel

manufacturers dependent on the import of the said cells.

However, the impact may not be substantial as in the overall cost of the project or panels the cost of the solar cells

may not of more than 5 to 6%. Hence, the cost of the panels may go-up to the extent of 2% which would be passed

on to the customer as the contract agreements generally carry an off-set clause in relation to the variation in materials

prices.

Further, the Company has a policy of having booking of materials particularly panels for the projects immediately on

successful bidding to mitigate the problem of price fluctuation

OUR STRATEGIES

Strengthen market position

We intend to continue to strengthen our market position in our core solar energy businesses by taking advantage of

industry and regulatory trends driving growth in the Indian renewable energy industry. Our Company with wide

range of locations from where operations of the company is being done have an indirect effect of various policy

measures such as Jawaharlal Nehru National Solar Mission (JNNSM) Feed-in-Tariff, Accelerated Depreciation (AD),

Generation Based Incentives (GBI), Renewable Purchase Obligations (RPO) and Renewable Energy Certificates

(RECs). The Ministry of New and Renewable Energy (MNRE), which provides 30 per cent subsidy to most solar

powered items such as solar lamps and solar heating systems, has further extended its subsidy scheme to solar-

powered refrigeration units with a view to boost the use of solar-powered cold storages.

We intend to continue to maintain our diversified growth and portfolio in EPC projects, targeting geographic

adjacency of our projects to increase our economies of scale. We intend to use our scale to continue to negotiate for

https://www.amplussolar.com/

https://www.amplussolar.com/renewable-energy-companies


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better procurement and O&M terms from our vendors and more competitive financing and refinancing terms from

our lenders. We will aim to continue to maintain a sound capital structure and prudent leverage as our business grows

and to invest our operating cash flows appropriately to support our growth plans.

We will also look at growth opportunities in the distributed solar market where overall capacity as well as average

capacity per site has grown significantly. We believe that our capabilities in distributed EPC projects will enable us

to capture a greater share of this fast growing market in the future.

Recently we have identified Home Lighting System to diversify our business. We have submitted tender vide Tender

Reference No TN-2018-19/05 dated November 28, 2018 to Rajasthan Renewable Energy Corporation Limited for

design, supply, installation, commissioning and 5 years comprehensive maintenance of solar home lighting system

under “SAUBHAGYA SCHEME”

Technological Up gradation

The solar power industry is constantly evolving to improve generation efficiency, reduce plant downtime and module

degradation and to enhance the useful lives of projects. We have been experimenting with our value engineering

approach to make our projects more economically viable to improve efficiency, plant availability and output and, as

a result, profitability. We introduced optimal DC:AC ratios at our projects, utilize customized software for forecasting

and use bifacial modules to optimize power generation at some of our projects.

Selectively expand our geographical footprint

Our Company started its operations in Hyderabad, Telangana State in 2009 and has gradually expanded in other

states including Chhattisgarh, Uttar Pradesh, Haryana, Chandigarh, Rajasthan, Punjab, Madhya Pradesh and

Andrapradesh Pradesh. We plan to continue our strategy of diversifying and expanding our presence in different states

for the growth of our business. We are selective when we expand in a new location and typically look to geographies

where we can deliver high-quality services without experiencing significant delays and interruptions on account of

adverse climatic conditions or regulatory delays. We believe that our strategy of selective expansion helps us in

mitigating diversification related risks. Through further diversification of our operations geographically, we hope to

hedge against risks in specific areas or projects and protect us from fluctuations resulting from business concentration

in limited geographical areas.

Continue focusing on enhancing execution efficiency.

We intend to continue enhancing our operational efficiencies to better absorb our fixed costs, reduce our other

operating costs and strengthen our competitive position through the following initiatives:

We will continue our practices of scientific selection of projects and calibrated growth by avoiding projects that may

over-leverage our balance sheets or may require significant investments in equipment or manpower. We will continue

to expand into states with less competition, high GDP, stable political conditions, favourable geographic and climatic

conditions. We will continue to focus on geographically clustering our projects to further improve our business and

financial performance. Our future growth will depend on how successfully we undertake our projects in other states

and cluster our existing and new projects to achieve optimal efficiency and profitability.

We intend to strengthen our diagnostics and performance monitoring capabilities across our solar energy projects. In

addition, we intend to invest in advanced technologies.

Continue to invest in and improve our integrated business model

The growth of our portfolio of assets is critical to us. In order to seamlessly grow our operations and our portfolio of

assets, we intend to invest extensively on our business units, through having established procedures in place for every

stage in the project development cycle, including using standardized parameters for determining the auctions that we

will submit bids for, using standardized processes for evaluating land, interacting with the relevant local or

government authorities to obtain the relevant approvals for a project, designing and developing a project site,

procuring our components in a timely manner and constructing the project. We believe that having established

procedures in place should help reduce the costs of developing a project and improve the timelines within which the

project will be commissioned.

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Leverage core competencies

In-house integration has been an integral part of our growth over the years and we seek to focus on further enhancing

our in-house competencies by expanding into various functional aspects of our projects thereby eliminating

dependence on third parties. Depending on the nature of projects that we may bid for and win in future, we may also

develop design and engineering capabilities in-house.

We believe that further developing specialized in-house capabilities would reduce dependence on third parties,

thereby avoiding risks and minimizing costs associated with outsourcing. Further, as part of our diversification

strategy into other activities such as Home Lighting System, we plan to set up in-house facilities to assist us in timely

execution of these projects while maintaining quality, similar to that of our current in-house integrated model in the

EPC projects.

Details of Order Book

The region wise Order Book of our company as on November 30, 2018 is set out below:

Present position of Order Book

SOLAR POWER PLANTS

S.

No

Client State Capacity(KWp) /

No of Pumps

Total contract value

(₹ in Lakhs)

Booked till

Sept 30th

Unbooked Order

(₹ in Lakhs)

1 TSPA TS 320 144.14 - 144.14

2 CREDA CG 100 46.707 - 46.71

3 CREDA CG 50 23.3535 - 23.35

4 CREDA CG 50 23.3535 - 23.35

5 80 kwp solar power plant at

AP Police head Quarters

AP 80 38.4 - 38.40

6 District Court, Kadapa (Court

Complexes- 651kWP)

AP 651 315.13 - 315.13

7 OREDA OD 60 53.175 39.88125 13.29

8 Haryana Irrigation Research

Management

HA 40 26.72 - 26.72

9 HAREDA HA 50 33.40 - 33.40

States No of Contracts Capacity (in

KWp)

Total contract

value (₹ in lakhs)

Percentage of Order

Value

Andhra Pradesh

15 11055 7566.57

35.18%

Telangana 1.95%

Tamilnadu 2.5%

Chhattisgarh

17 6947 6228.33

8.24%

Odisha 7.11%

Madhya Pradesh(MP) 16.57%

Jharkhand 0.7%

Bihar

5 7309.33 5882.23

9.72%

Uttar Pradesh(UP) 5.25%

1.83%

Haryana 10.95%

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10 Indore Smart City Corporation

1.5 MWp

MP 1500 594.60 - 594.60

11 Court Complexes, Andhra

Pradesh

AP 651 294.33 - 294.33

12 Visakhapatnam Indistrial

Water Supply Corporation

AP 1000 628.25 - 628.25

13 AAI, Vijayawada AP 1000 540.41 - 540.41

14 Smart City Viskhapatnam 1

MWp

AP 1000 616.45 - 616.45

15 Smart City Viskhapatnam 1.5

MWp

AP 1500 877.70 - 877.70

16 TSNPDCL TG 296 171.68 35.27 136.41

17 SAAP AP 2000 1040 - 1,040.00

18 AAI, Trichy TN 1000 476.64 - 476.64

19 BAREDA Solar Power Plants BR 3593.33 1,855.20 - 1,855.20

TOTAL 7724.49

SOLAR PUMPS

S.

No

Client State Capacity(KWp)

/No of Pumps

Total contract

value (₹ in Lakhs)

Booked till

Sept 30th

Unbooked Order(₹

in Lakhs)

1 APEPDCL Pumps AP 182 1,150.58 1,121.76 28.82

2 APSPDCL Pumps AP 334 1,069.99 1,069.99 0.00

3 CREDA SSY – II CG 67 219.72 219.72 0.00

4 CREDA Dual Pumps CG 3 10.85103 10.85 0.00

5 Rajastan Horticulture

Development Society

RJ 634 2090.4471 550.89 1,539.56

6 CREDA CG 83 358.23 275.85 82.38

7 CREDA Dual Pumps CG 16 57.87216 - 57.87

8 CREDA Pumps SSY-III CG 311 446.4 37.22 409.18

9 OREDA OD 102 389.94 307.32 82.62

10 MPUVNL 3 HP DC Solar

water pumping systems

MP 338 1,078.22 398.15 680.07

11 MPUVNL 5 HP AC Solar

water pumping systems

MP 400 1,489.95 655.58 834.37

12 UPNEDA Pumps UP 233 1,002.44 427.19 575.25

13 OREDA - 5 HP 18 No's OD 18 69.34 - 69.34

14 OREDA - 3 HP 14 No's OD 14 41.93 - 41.93

15 OREDA OD 108 356.90 - 356.90

16 OREDA OD 90 297.41 - 297.41

17 OREDA OD 13 42.96 - 42.96

18 CREDA CG 109 395.13 - 395.13

19 HAREDA Pumps 2 HP DC HA 270 289.50 - 289.50

20 Jharkhand Pumps JH 192 134.42 - 134.42

Geographical Expansion

We started our business operations in Hyderabad, Telangana State in 2009 and have gradually expanded to Raipur,

Delhi, Bangalore, Lucknow, Jaipur, Haryana, Punjab Odisha, Chandigarh, Madhya Pradesh and Andhra Pradesh.

While the majority of our contracts are being executed in Chhattisgarh and Andhra Pradesh, the orders we received

from both region have accounted for 33 % and 40 % of our Order Book respectively as of November 30, 2018.

1. Hyderabad, Telangana State – 2009

2. Raipur, Chhattisgarh- 2010

3. Delhi - 2012

4. Vijayawada, Andhra Pradesh - 2014

5. Bangalore, Karnataka - 2015

6. Luknow, Uttar Pradesh - 2016

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7. Bhubaneswar, Odisha - 2016

8. Jaipur, Rajasthan - 2016

9. Chandigarh, Haryana & Punjab - 2017

10. Bhopal, Madhya Pradesh - 2017

Region Wise Power Plants and Pumps Installed FY

2017-18

131

Statistics of installations

Solar Power Plants

Solar Water Pumps

132

Key performance indicators

Our operating performance depends on our projects operating consistently at optimal levels. A solar project’s

Performance generally depends on the following parameters:

Our Operations

We are committed to providing high quality services in every domain of our operations. We strive to achieve this by

ensuring that we have a motivated work force and following acceptable quality standards in operations, management

and client relationships, which we believe leads to value creation for all stakeholders.

The objectives of our operations include (a) optimization of time, cost and investment, (b) compliance with statutory,

contractual and procedural requirements, and (c) client satisfaction.

We are focused on building a motivated team of people by way of training, incentives and recognitions. The learning

and development programmes cover leadership and personal productivity topics that are aimed to enable the

individual goals to be aligned with the organisational goals. The key business processes of the Company are as

follows:

Business development and marketing

Our Company has a very decentralised business development model. The operations of our company are divided into

three jurisdictions – North India, Central India & South India and each of these areas is led by a Regional Head. The

Regional Head is assisted by a Business Development Manager and overlooks the business development activities in

their respective areas.

The primary source of business generation happens through various tenders that are floated by diverse number of state

government and public enterprises. We have a dedicated 4 member Tendering Team in their Head Office in

Hyderabad. They regularly scout for tenders being floated across India. Our Company has access to various Tender

Advertisement portals and is registered with the E-Procurement sites of more than 12 states across India. This helps

us to get a wider reach in bidding for various tenders.

133

In addition to these, all business generated from private sector comes through the personal visits of the Business

Development Managers to the organisations. The corresponding manager prepares a weekly visit chart to identify

prospective clients and visits and follows up with them on a regular basis. Since the company is already established

in this domain since almost last ten years, enquiries also come in as a result of the good will of the company and word

of mouth references.

Environment, Health and Safety management

We are committed to provide health and safety at workplace with the aim to prevent workplace accidents, injuries and

diseases, and outlines consequences for breaches of those standards across our organization and further we continually

review our facilities and equipment for safety.

Our Company continues frequency of interaction between technological, human and organizational safeguarding

personnel so that adequate measures and procedures will be taken place as and when required along with existing

compliance codes, standards, regulations and best practices for environmental, health and safety processes.

Corporate Social Responsibility

We demonstrate our commitment towards our communities by committing our resources and energies to social

Development. In furtherance of the same, we have undertaken various activities in the areas of for the benefit of

employees and their families and environmental sustainability balances by optimum utilization of renewable energy

resources till the financial year 2017-18.

In the current financial year we have crossed the limits which are specified in the provisions of provisions of section

135 of the Companies Act, 2013 i.e. net profit of more than ₹ 5 crore as per the latest audited financial statements and

requirement of constitution of committee and framing of CSR policy for spending minimum 2% of Average net profits

of the company is necessary. To comply with provisions of the Act we have constituted the CSR committee with the

three (3) members and composition of CSR committee is as follows:4

Mr. Anshuman Yenigalla : Chairman

Mr. Venkata Ravindra Yenigalla : Member

Mr. B Pramod Reddy : Member

Award and recognition

We have achieved following awards and recognition

1. Awarded winner of Solar Roof Series Excellence awards in the category Best Rooftop Solar EPC/System

installer -Commercial Project (150-500kw) presented at solar roofs Punjab-Haryana- Chandigarh Edition,

16th November 2018

2. Winner of Solar Roof Jaipur 2018, Solar Roof Series Excellence awards in the category Best Rooftop Solar

EPC Company for the Year - Captive Projects, for its outstanding achievements in the state of Rajasthan

2018

Key Challenges

Following are the few challenges which the Novus Green has been confronted with while executing the project and

smooth functioning of operations of the company

Complexity of subsidy structure & involvement of too many agencies like MNRE, IREDA, SNA, electricity

board and electricity regulatory commission makes the development of solar PV projects difficult.

The lack of closer industry-government cooperation for the technology to achieve scale.

The need for a better financing infrastructure, models and arrangements to spur the PV industry and consumption

of PV products.

Training and development of human resources to drive industry growth and PV adoption

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Customers

We provide standard quality of services to our customers. By providing the desired quality and standards of work we

aim to achieve highest level of customer satisfaction. We provide a toll-free customer support line accessible for us

24 *7. We build systems by carefully looking at various parameters and for any issues related to Site, module operation

or degradation, AC DC cabling, MPP tracking, transformer, invertor replacement and other operational issues by

sending our operational team on site to mitigate the issues effectively and to the customer satisfaction. . In Fiscals

2016, 2017,2018 and for September 2018, our Company’s revenue from our top ten clients in such periods

represented 94.02%, 89.58%, 92.06% and 96.51% of total income, respectively.

Equipment

Our Company, since its inception operates as an EPC contractor and serving in the field of supply, installation and

commissioning of water pump system and SPV power plants and with this service motive objective the company does

not maintaining any major equipment for its day to day business.

Performance Evaluation Reports

We have received several appreciations and performance evaluation reports as under:

Sr.

No.

Date Name of the Client In relation

1. 25-Apr-2018 Chhattisgarh State Renewable

Energy Development Agency

(CREDA)

On successful completion of design, supply,

installation & commissioned of 1304 Nos, SPV

pumps under Saur Sujla Scheme.

2. 23-Mar-2018 Indian Institute of Technology

(IIT), Delhi

On successful completion of procurement with

installation, testing and commissioning of 1 MWp

solar PV generation station at IIT, Delhi.

3. 18-Jan-2018 New & Renewable Energy

Development Corp Ltd

On successful installation & commissioning of

1250 kWp on Solar power packs at various

premises in Guntur.

4. 08-Jan-2018 Odisha Renewable Energy

Development Agency

(OREDA)

On successful completion of supplied, installed

and commissioned of 147 nos of projects of solar

energy based Dual pump 1HP Submersible

Brushless DC motor pump sets with 900wp PV

array mini water supply scheme in under National

Rural Drinking Water Programme.

5. 12-june-2017 Karnataka Renewable Energy

Development Limited (KREDL

On successful installation and commissioned of

192 nos of AC solar water pumping systems of 5

HP capacity for irrigation purpose in different

taluks of Karnataka

6. 18-Jan-2017 New & Renewable Energy


On successful completion of supplied and

installed of 502 nos of 5 HP solar PV pump sets

with RMS facility for Agriculture purpose in the

state of Andhra Pradesh.

7. 15-jan-2017 Karnataka Renewable Energy

Development Limited (KREDL)




taluks of Karnataka.

8. 15-Dec-2016 GAIL (India) Limited On successful completion of supply, installation

& commissioning of 200 kWp, Solar Roof Top

solar power at G. Konduru, Andhra Pradesh.

9. 22-Oct-2016 New & Renewable Energy


On successful installation and commissioning of

100 kW grid connected solar PV power plant at

135

DR.YSR Horticulture college, research and

training institute, Anantharajupet, Kadapa.

10. 23-Sep-2016 Mulkanoor Cooperative Rural

Bank and Marketing Society

Ltd., Mulkanoor, Karimnagar

On successful completion of 500 kWp solar

photovoltaic power plant under grid interactive

solar applications of JNNSM, MNRE, GOI.

11. 06-sep-2016 Karnataka Renewable Energy

Development Limited

(KREDL)





12. 12-Jul-2016 Karnataka Renewable Energy

Development Limited

(KREDL)





13. 2016-17 New & Renewable Energy


On successful installation of 200 kWp solar

photovoltaic power plant under Grid Interactive

solar applications of JNNSM, MNRE, GOI.

14. 21-Sep-2015 Telangana New & Renewable

Energy Development Corp Ltd

On successful installation & commissioning of

500 kWp Grid connected SPV system at Salar

Jung Museum.

15. 19-Mar-2015 Indian Institute of Technology

(IIT), Delhi

On successful completion of S/I/T/C of 1 MWp

solar PV generation station complete with PV

modules, inverter, charge controller & other

accessories at roof top of IIT Delhi.

16. 08-Aug-2013 Chhattisgarh State Renewable

Energy Development Agency

(CREDA)

On successful completion of contract of (COMC)

1 MW (100*10 No’s) solar Photovoltaic power

plant at Naya Mantralaya Capital Complex, New

Raipur, Chhattisgarh.

Suppliers

Our Company is maintaining the consistent and healthy relationship with all its suppliers and most of the suppliers

are repetitive to the Company since its early stages due their quality control, consistency, responsiveness and service,

financial stability and other ethical practices. In Fiscals 2016, 2017,2018 and for September 2018, Our Company’s

top ten suppliers in such periods represented 73.61%, 72.48%, 74.02% and 66.24% of total income, respectively.

Employees

As of November 30th, 2018, we are operating with more than 200 employees from different locations across India.

With an increase in our operation capacities or execution of any expansion projects in future, we expect increase in

such number of employees and labors. We consider our relations with our employees to be satisfactory. We have not

experienced any labor disruptions in the past and do not have any unionized employees. In case of disputes or other

problems with our work force such as strikes, work stoppages or increased wage demands, our business, financial

conditions and results of operations may be materially and adversely affected.

Following are departments and the number of employees worked for it:

Sl. No Name of the department Number of employees

1 Management 12

2 Finance 13

3 Administration 20

4 Business Development 6

5 Purchase 7

6 Design 5

7 Engineering & Technicians 82

8 Human Resource 3

9 Information technology 2

136

10 Logistics 5

11 Project Management 2

12 Service 33

13 Quality and Control 6

14 Stores 6

Total 202

Renewable Energy Certificates (RECs)

The list of certificates and empanelment’s from regulatory authorities

S.No Name of the certification Certificate No Issued date

1. Electrical License A 2.2110-8243 16.05.2013

2. Ministry of New and Renewable Energy

Grid connected Rooftop division MNRE/CP/GCRT/A/522 21.08.2017

3. Labour Department Renewal of

Registration Certificate SER/HYD/ACL/A2/15430/2016 03.04.2018

4. Certificate of Registration of Novus

Green green-ISO 9001: 2015 58710/A/0001/UK/En 21.05.2013

5.

Certificate of Registration of Novus

Green green-ISO 14001: 2015 58710/B/0001/UK/En 25.08.2013

6. NSIC Certification NSIC/GP/NTA/2015/39916 14.11.2017

7. CREDA SI registration Certificate 4145/CREDA/RE-II/SI/2018 22.05.2018

8. Final Empanelment Letter DH/Solar/EOI/2017-18/444-593 17.04.2018

9. NREDCAP Registration

NREDCAP/OSD/42-156/RT-

SPV-500KWp/2018-19 27.06.2018

10. OREDA List of Empaneled Vendor 1798/OREDA 23-04-2016

11. TSREDCO Registration Certificate TSREDCO-ES045/2018/5298 11.07.2018

Competition

We believe our primary competitors are other domestic and international solar power. We compete for project awards

based on, among other things, pricing, technical and engineering expertise, financing capabilities, past experience and

track record.

The list of major competitors in the solar water pumping systems and solar power plants to our Company

Sl. No List of Competitors

1 Tata Power Solar Systems Limited

2 Jain Irrigation Systems Limited.

3 Shakti Pumps India Limited

4 Aditi Solar Private Limited

5 Premier Solar Systems Private Limited

6 Span Pumps Private Limited

7 Swelect Energy Systems Limited

8 Vikram Solar Limited

9 ReNew Power Limited

10 Larsen & Toubro Limited

Insurance

We maintain a number of insurance policies to cover the different risks related to our projects in accordance with the industry

practice. Such insurance policies include stock insurance, vehicle insurance plan and life insurance policy for employees,

insurance coverage for fire, special perils, and burglary.

http://www.jains.com/

137

Insurance details Financial Year 2018-19

HO

Sr

No.

Description of Property Policy No. Name of the

Company

Period Asset

Covered

Insurance

Amount (₹)

Premiu

m (₹)

1 5HP CRI submersible & solar powered

pumpsets in 69 No at various places in

Karnataka Tumkur

431500/11/2

019/107

The Oriental

Insurance

Company

Ltd

28/05/2018

to

27/05/2019

Stock in

Karnataka

20700000 21183

2 Equipments related to salar power

plants,water pumps streetlights projects

at kanha saiya, transport nagar ring road

bhopal , dist.bhopal , state MP

9600004618

0100000093

The New

India

Assurance

Co Ltd

12/06/2018

to

11/06/2019

Stock 20000000 2360


plants,water pumps streetlights projects at

Auto Garage ,plot no.62/A, beside NRI

cancer hospital,Auto nagar mangalagiri

9600004618

0100000092

The New

India

Assurance

Co Ltd

12/06/2018

to

11/06/2019

Stock 30000000 3540


plants,water pumps streetlights projects

at patrapali,bypass chhak,near new bus

stand , po-sundargarh,state odisha

9600004618

0100000094

The New

India

Assurance

Co Ltd

12/06/2018

to

11/06/2019

Stock 10000000 1180



Plot no.394,vardhman

nagar,badarwas,jaipur,rajasthan

9600004618

0100000080

The New

India

Assurance

Co Ltd

28/05/2018

to

27/05/2019

Stock 20000000 3540



vardhman

nagar,badarwas,jaipur,rajasthan

9600001118

0100000187

The New

India

Assurance

Co Ltd

28/05/2018

to

27/05/2019

Stock 20000000 21034



Patrapali,bypass chhak,near new bus

stand , po-sundargarh,odisha

9600001118

0100000202

The New

India

Assurance

Co Ltd

12/06/2018

to

11/06/2019

Stock 10000000 11109



Auto Garage ,plot no.62/A, beside NRI

acancer hospital,Auto nagar mangalagiri

9600001118

0100000200

The New

India

Assurance

Co Ltd

12/06/2018

to

11/06/2019

Stock 30000000 33319



kanha saiya, Transport Nagar Ring Road

Bhopal , Dist.Bhopal ,MP

9600001118

0100000201

The New

India

Assurance

Co Ltd

12/06/2018

to

11/06/2019

Stock 20000000 22213

10 AP 10 BA 5677 M1087451 IFFCO -

TOKIO

General

Insurance

12/05/2018

to

11/05/2019

Vehicle 506200 33326

12 company health insurance 4016/121381

545/02/000

ICICI

Lombord

28/09/2018

to

27/09/2019

Group

Insurance

21700000 940847

13 TS 10 UA 5614 431500/31/2

019/2862

The Oriental

Insurance

Company

Ltd

26/07/2018

to

25/07/2019

Vehicle 425000 12065

14 FLAT NO 3,2nd floor ,mch no 6-3-

680/8/2/203,siri residency somajiguda,

hyderabad

431890/11/2

019/11

The New

India

Assurance

Co Ltd

20/10/2018

to

19/10/2019

Residential

Flat

7000000 4585

15 AP 10 BE 5677 431500/31/2

019/856

The Oriental

Insurance

Company

Ltd

11/05/2018

to

10/05/2019

Vehicle 523385 16685

138

16 Flat no 204,2 ND floor,sthapati

complex,sy no

12,124,125&142,kompally,qutbullapur

mandal,medchat

431890/11/2

019/12

The Oriental

Insurance

Company

Ltd

20/10/2018

to

19/10/2019

Residential

Flat

6700000 4389

17 7 NO pumps Andhra Pradesh East

Godavari

431500/11/2

018/583

The Oriental

Insurance

Company

Ltd

29/03/2018

to

28/03/2019

Stock 1960000 1995

18 42 no of solar powered CRI submersible

pumpsets at various places in Andhra

Pradesh Nellore

431500/11/2

018/580

The Oriental

Insurance

Company

Ltd

29/03/2018

to

28/03/2019

Stock 11760000 11969


pumpsets at various places as per

attached annexure in Andhra Pradesh,

Prakasam District

431500/11/2

018/581

The Oriental

Insurance

Company

Ltd

29/03/2018

to

28/03/2019

Stock 21280000 21658

20 5HP CRI submersible&solar powered


Andhra Pradesh Nellore

431500/11/2

018/582

The Oriental

Insurance

Company

Ltd

29/03/2018

to

28/03/2019

Stock 19880000 20233



Andhra Pradesh

6129001118

0100000870

The Oriental

Insurance

Company

Ltd

31/07/2018

to

30/07/2019

Stock 8680000 8835



Andhra Pradesh

6129001118

0100000871

The Oriental

Insurance

Company

Ltd

31/07/2018

to

30/07/2019

Stock 3640000 3705



Andhra Pradesh East Godavari

431500/11/2

019/40

The Oriental

Insurance

Company

Ltd

19/04/2018

to

18/04/2019

Stock 14840000 15104



Andhra Pradesh Vishakapatnam

431500/11/2

019/42

The Oriental

Insurance

Company

Ltd

19/04/2018

to

18/04/2019

Stock 15960000 16244



andhra pradesh east godavari

431500/11/2

019/41

The Oriental

Insurance

Company

Ltd

19/04/2018

to

18/04/2019

Stock 2520000 2566



andhra pradesh nellore

431500/11/2

019/39

The Oriental

Insurance

Company

Ltd

19/04/2018

to

18/04/2019

Stock 22680000 23084



andhra pradesh SRIKAKULAM

431500/11/2

019/211

The Oriental

Insurance

Company

Ltd

12/07/2018

to

11/07/2019

Stock 6160000 6269



andhra pradesh KARNOOL

431500/11/2

019/212

The Oriental

Insurance

Company

Ltd

12/07/2018

to

11/07/2019

Stock 32200000 32773




431500/11/2

018/489

The Oriental

Insurance

Company

Ltd

16/02/2018

to

15/02/2019

Stock 26600000 27073




431500/11/2

018/535

The Oriental

Insurance

Company

Ltd

12/03/2018

to

11/03/2019

Stock 11480000 11684

139




431500/11/2

018/537

The Oriental

Insurance

Company

Ltd

12/03/2018

to

11/03/2019

Stock 34440000 35051



attached annexure in andhra pradesh

nellore

431500/11/2

018/580

The Oriental

Insurance

Company

Ltd

29/03/2018

to

28/03/2019

Stock 11760000 11969




431500/11/2

018/582

The Oriental

Insurance

Company

Ltd

29/03/2018

to

28/03/2019

Stock 19880000 20233



attached annexure in andhra pradesh

prakasam District

431500/11/2

018/581

The Oriental

Insurance

Company

Ltd

29/03/2018

to

28/03/2019

Stock 21280000 21658




431500/11/2

018/536

The Oriental

Insurance

Company

Ltd

12/03/2018

to

11/03/2019

Stock 9520000 9689

36 7 NO pumps andhra pradesh east

godavari

431500/11/2

018/583

The Oriental

Insurance

Company

Ltd

29/03/2018

to

28/03/2019

Stock 1960000 1995



nellore

431500/11/2

019/72

The Oriental

Insurance

Company

Ltd

18/05/2018

to

17/05/2019

Stock 15400000 61554



andhra pradesh visahkapatnam

431500/11/2

019/43

The Oriental

Insurance

Company

Ltd

19/04/2018

to

18/04/2019

Stock 19600000 19947

39 311 Pumps at Various places in

Vishakapatnam & West Godavari

12048534 IFFCO -

TOKIO

General

Insurance

Co Ltd

3/10/2018

to

2/10/2019

Stock 93300000 81792

40 217 Pumps at Various places in Guntur 12048576 IFFCO -

TOKIO

General

Insurance

Co Ltd

3/10/2018

to

2/10/2019

Stock 65100000 57071

DELHI

Sr.No Property Covered Policy No. Insurance

Company

Policy

Tenure

Assets

covered in

policy

Insured

Amount

(₹)

Premium (in ₹)

1 Maruti CIAZ-ZETA

1.3 hybrid

2311201783260401000 HDFC ERGO

General

Insurance

Company LTD

06/05/2018

to

05/05/2019

Vehicle 850000 21649

2 13 solar water pump

set at Jaipur,

Rajasthan

1419814718P107011789 United India

Insurance

Company LTD

29/08/2018

to

28/08/2023

Stock 4737202 30100


set at jaipur,

rajasthan

1419814718P107011838 United India

Insurance

Company LTD

29/08/2018

to

28/08/2023

Stock 1773639 10750


set at Jaipur,

Rajasthan

1419814718P107011739 United India

Insurance

Company LTD

29/08/2018

to

28/08/2023

Stock 4673982 30100

140


set at Jaipur,

Rajasthan

1419814718P107011653 United India

Insurance

Company LTD

29/08/2018

to

28/08/2023

Stock 4673982 30100


set at Jaipur,

Rajasthan

1419814718P107587545 United India

Insurance

Company LTD

07/09/2018

to

06/09/2019

Stock 3994464 35475


set at Jaipur,

Rajasthan

1419814718P107587191 United India

Insurance

Company LTD

07/09/2018

to

06/09/2019

Stock 4798365 35475

RAIPUR

Sr.No Property

Covered

Policy No. Insurance

Company

Policy

Tenure

Assets

covered in

policy

Insured

Amount

(₹ )

Premium (in ₹)

1 BAJAJ CT-100 2312202332065900000 HDFC ERGO

General

Insurance

Company LTD

26/07/2018

to

25/07/2019

Vehicle 27318 1265

2 Water Pumps

installed in CG

state Raipur

,Chattisgarh

2701002618P104768196 United India

Insurance

Company LTD

04/07/2018

to

03/07/2019

Fire &

Burglary

Policy

7440150 17559

3 Water Pumps

installed in CG

state Raipur

,Chattisgarh

2701002618P102660067 United India

Insurance

Company LTD

17/05/2018

to

16/05/2019

Fire &

Burglary

Policy

48996400 115631

4 Water Pumps

installed in CG

state Raipur

,Chattisgarh

2701002618P107068314 United India

Insurance

Company LTD

29/08/2018

to

28/08/2019

Fire &

Burglary

Policy

299150 706

5 Water Pumps

installed in CG

state Raipur

,Chattisgarh

2701002618P102908647 United India

Insurance

Company LTD

17/05/2018

to

16/05/2019

Fire &

Burglary

Policy

10103750 23833

6 Water Pumps

installed in CG

state Raipur

,Chattisgarh

2701002618P102659987 United India

Insurance

Company LTD

17/05/2018

to

16/05/2019

Fire &

Burglary

Policy

48406025 114238

7 Maruthi S-Cross

ZETA

78159363 IFFCO TOKIO

general insurance

23/06/2018

to

22/06/2019

Vehicle 797011 21000

8 Water Pumps

installed in CG

state Raipur

,Chattisgarh

2701002618P102659933 United India

Insurance

Company LTD

17/05/2018

to

16/05/2019

Fire &

Burglary

Policy

47893275 113042

Intellectual Property

We have applied for the trade mark under the provisions of Trade Mark Act, 1999 along with such other necessary

approval if any applicable and details of the same will be as follows

1. Application Number : 3922008

2. Nature of Application : Multiclass

3. Authority : Registry, Hyderabad

Immovable Properties

Except as stated below, we do not have any immovable property.

141

Description of the Property:

Address 6-3-680/8/2/203 Plot No:3, 2nd, SIRI Residency, Somajiguda, Hyderabad, Telangana-

500082.

Date of Execution of Agreement January 22,2014

Consideration 35,25,000/-

Purpose Guest house for the management and employees

Rent Agreements

S.

No

Location of the property Area Licensor / Lessor Rent /

License Fees

(In₹)

Lease /

License

period

Purpose

1. 706, Savera Apt, Sector-13,

Rohini, Delhi 110085

Not

specified

Komal Preet Kaur 20,000/- 15-09-2017 to

14-09-2019

Office Use

2. A-206, 2nd Floor, North Ex Mall,

Sector-9, Rohini, Delhi 110085.

Not

specified

Wood Land India

Furnitures Pvt Ltd

10,000/- 15-09-2017 to

14-09-2019

Office use

3. Plot No: 253, Sector A, Zone B,

Mancheswar Industrial Estate,

Bhubaneshwar 751010.

1500 sq ft Balla Manmadha

Rao

14,300 02-11-2018 to

31-10-2019

Office use

4. Plot No 251, Sanamumdali,

Mundali Colony, Baranga,

Cuttack 754006.

3500 sq ft Kaminiparva Dash 13,200 02-11-2018 to

31-10-2019

Office use

5. Plot; 62A, Survey No49,

Autonagar, Mangalagiri,

Guntur, Andhra Pradesh.

458.42 sq

yards

Bandalamudi

Madhav rao

29,000/- 01-03-2018 to

22-02-2020

Godown

6. Flat No;511, 5th Floor,

Whitefeild Apt, Sai bharti,

Mangalagiri, AP 522503

Not

specified

Gazi Mohammad

Habibulla

12,000/- 01-04-2018 to

28-02-2019

Office

7. Plot no 394, Vardhaman nagar,

Badarwas, Sangener, Jaipur,

Rajasthan

287.42 Sq

ft

Ramesh chand

Jain

35,000/- 01-05-2018 to

31-04-2019

Office use

8. Plot 394, Vardhaman Nagar,

Badarwas, Ajmer Road, Jaipur.

347.77 sq

ft

Ramesh chand

Jain

35,000/- 01-05-2018 to

31-03-2019

Resident

Purpose

9. Bad Patrapali, Sundargarh,

770001

Not

Specified

Amruta Kumar

Patel

15,500/- 11-05-2018 to

30-04-2019

Lease Rent

Commercial

Purpose

10. Kharasa nio 366/1

267Kanhasaiya Kokta,Transport

nagar, Bhopal, MP

Not

Specified

Bhanupratap

Singh

28,000/- 01-06-2018 to

30-05-2019

Godown

Purpose

11. Khasara no 738/12-22, District;

Mova, Raipur, Chattisgarh.

900 sq ft Mina Tanwani 13,200/- 01-06-2018 to

30-04-2019

Godown

Purpose

12. Khasara no 738/12-22, District;

Mova, Raipur, Chattisgarh

900 sq ft Meena Tanwani 13,200/- 01-06-2018 to

30-04-2019

Godown

Purpose

13. Plot No: 11, 2nd Floor, Ravi

Cooperative Housing Society,

Trimulgherry, Secunderabad,

Telangana, 500015

Not

Specified

Shri K. Ravindra 20,000/- 01-06-2018 to

30-04-2019

Office use

14. Niljigarh, Sukinda, Jaipur 2000 sq ft Shri raj Kishore 2500/- 10-06-2018 to

09-06-2019

Commercial

Purpose

15. Flat no A -2, 117, Nirupam royal

palm, Hoshangabad road,

Jatkhedi, Dist Bhopal, MP

Not

Specified

Arun Kumar

Pandey

11,000/- 01-07-2018 to

31-05-2019

Office Use

16. Shabri Nagar, ward 12, Sukma,

Chhatisgarh

Not

Specified

Rambalak sharma 5,000/- 01-07-2018 to

30-06-2019

Office Use

17. Plot 61A, NRI cancer Hospital,

Autonagar, Mangalagiri,

Guntur, AP 522503

2100 sq ft Boyidapu Venkat 15,000/- 01-08-2018 to

31-09-2020

Resident

Purpose

142

18. Gram Nagar, Panchyat nigari

ward no 02, Chamtari,.

Chhatisgarh

Not

Specified

Santosh Kumar 3,000/- 01-09-2018 to

31-07-2019

Resident

Purpose

19. Door 71, Pipe Lione Road,

Subhash nagar, Telangana,

500055

1000 sq ft Satyanarayan 24,000/- 13-09-2018 to

12-07-2019

Godown

Purpose

20. Maa Danteshwari nagar,

Aavrabhata Dantewad,

Chhatisgarh

Not

Specified

Sunita Panda 10,000/- 01-09-2018 to

31-03-2019

Office Use

21. Ward no 02, nagar Panchayat,

Jagpur, Kavanda Mod, Dis-

Janjgir, Champa -

Not

Specified

Surendra Kumar

Chandra

4,200/- 28-09-2018 to

28-08-2019

Office Use

22. Entire Ground Floor A Part of

Property No C-53, Situated at

Prashant Vihar, Delhi- 110085

Not

Specified

Smt Anshu garg 12,500/- 01-06-2018 to

30-04-2019

Office Use

23. Panchkula, 1st Floor, Industrial

Area, Phase I

360 Sq Ft Uday Kumar 11,000/- 11-05-2018 to

10-05-2019

Office Use

24. Khasra No 2261, Shivkumar

Road , Uttar Pradesh, Rampura

Village

Not

Specified

Reema Saluja 20,000/- 01-12-2018 to

30-10-2019

Office Use

143

KEY INDUSTRY REGULATIONS AND POLICIES

The following description is a summary of certain sector specific laws and regulations in India, which are applicable

to the Company and its subsidiaries. The information detailed in this chapter, is based on the current provisions of

Indian laws which are subject to amendments, changes and modifications. The information detailed in this chapter

has been obtained from sources available in the public domain. The regulations set out below may not be exhaustive

and are only intended to provide general information to the investors and are neither designed nor intended to

substitute for professional legal advice.

Industry specific legislations

National Renewable Energy Bill, 2015

MNRE released the draft National Renewable Energy Bill, 2015 on July 14, 2015.The draft bill provides for a

framework to facilitate and promote the use of renewable energy. It aims to address issues that are not adequately

covered under the Electricity Act or its amendments with respect to renewable energy such as the principles of grid

planning and operation and the concept of national targets and its compliance by utilities. It proposes provisions for

facilitating generation of renewable energy through sound institutional structure, supportive eco-system, viable

economic and financial framework and promotion of renewable energy applications including distributed and grid

connected renewable electricity.

Among other things, the bill proposes to empower the GoI and State Governments to establish national renewable

energy funds and state green funds respectively, in order to meet the expenses of implementing the national renewable

energy policy and national renewable energy plan. Further, unlike the Electricity Act, no license is required for supply

of electricity, if generated from renewable energy sources under the provisions of the bill.

National Solar Mission

The GoI launched the NSM, in Fiscal 2010, under which it has undertaken several initiatives to promote low cost

solar power in the country.

Some of the key initiatives taken under the NSM scheme are as follow:

a. The GoI appointed NVVN, the trading arm of NTPC, to bid competitively for solar power and bundle it with

cheaper thermal power to sell it to distribution companies. The objective was to reduce the average power

purchase cost of solar power.

b. The GoI is incentivizing the central public sector undertakings (“CPSUs”) to install solar power under the VGF

mechanism. Under Batch V of NSM, it has already allocated approximately 1 GW. Further, the GoI has

mandated large public sector institutions to substitute part of their power consumption with solar power.

c. The GoI has also incorporated SECI for the purpose of promoting solar projects in India. It conducts the

bidding procedure and also undertakes the distribution of funds allocated from the centre to developers’ .SECI

also buys solar power from the developers and sells it to bulk consumers under tripartite agreements.

Electricity Act, 2003 read with Indian Electricity Rules, 1956 and Regulations made thereunder

The Electricity Act, 2003 read with the Electricity Rules, 1956 consolidates the laws relating to generation,

transmission, distribution, trading and use of electricity and generally for taking measures conducive to development

of electricity industry, promoting competition therein, protecting interest of consumers and supply of electricity to all

areas, rationalization of electricity tariff, ensuring transparent policies regarding subsidies, promotion of efficient and

environmentally benign policies, constitution of Central Electricity Authority, Regulatory Commissions and

establishment of Appellate Tribunal and for matters connected therewith or incidental thereto. As per the Electricity

Act, "electrical plant" means any plant, equipment, apparatus or appliance or any part thereof used for, or connected

with, the generation, transmission, distribution or supply of electricity. However, it does not include the following:

a) an electric line; or

(b) a meter used for ascertaining the quantity of electricity supplied to any premises; or

(c) an electrical equipment, apparatus or appliance under the control of a consumer.

144

The Electricity Act envisages the establishment of Central Electricity Authority (the “Authority”) for the purposes of

inter-alia advising the Central Government on the matters relating to the national electricity policy, formulating short-

term and perspective plans for development of the electricity system and co-ordinating the activities of the planning

agencies for the optimal utilisation of resources to serve the interests of the national economy and to provide reliable

and affordable electricity for all consumers. Further, the Electricity Act bars the member of the Authority to have any

share or interest, whether in his own name or otherwise, in any company or other body corporate or an association of

persons (whether incorporated or not), or a firm engaged in the business of generation, transmission, distribution and

trading of electricity or fuel for the generation thereof or in the manufacture of electrical equipment.

Central Electricity Authority (Technical Standards for Construction of Electrical Plants and Electric Lines)

Regulations, 2010, as amended (“Technical Standards Regulations”)

The Technical Standards Regulations lays down the technical standards and designs for construction of electric plants

and lines. The Technical Standards Regulations also provides the general requirement for various parts or components

or assemblies of equipment and systems which shall have proven materials with well-established physical and

chemical properties appropriate to the service as intended. Further, it lays down the requirement that all equipment

and systems installed shall comply with the provisions of statutes, regulations and safety codes, as applicable and also

the design, construction and testing of all equipment, facilities, components and systems shall be in accordance with

latest version of relevant standards and codes issued by Bureau of Indian Standards (BIS) and/or reputed international

standards. The Technical Standards Regulations provides for the requirement that all materials, components and

equipment shall be tested at all stages of procurement, manufacturing, erection, commissioning as per comprehensive

quality assurance programme to be agreed mutually, between the Owner and the equipment supplier.

The Electricity (Amendment) Bill, 2014 was introduced to amend certain provisions of the Electricity Act. Among

others, the amendment empowers the GoI to establish and review a national renewable energy policy, tariff policy

and electricity policy. Further, the GoI may in consultation with the state governments, notify policies and adopt

measures for promotion of the national renewable energy fund, development of the renewable energy industry and

for effective implementation and enforcement of related measures.

Renewable Purchase Obligations

The Electricity Act promotes the development of renewable sources of energy by requiring the relevant electricity

regulatory commission to ensure grid connectivity and the sale of electricity generated from renewable sources. In

addition, it requires the relevant electricity regulatory commission to specify, for the purchase of electricity from

renewable sources, a percentage of the total consumption of electricity within the area of a distribution licensee, which

are known as renewable purchase obligations (“RPOs”). Pursuant to this mandate, most of the relevant electricity

regulatory commission have specified solar and non-solar RPOs in their respective states. In terms of the RPO

regulations, RPOs are required to be met by obligated entities (that is, distribution licensees, captive power plants and

open access consumers) by purchasing renewable energy, either by entering into PPAs with renewable energy power

producers or by purchasing renewable energy certificates.

The RPO regulations require the obligated entities to purchase power from renewable energy power producers such

as our company. In the event of default by an obligated entity in any fiscal, the relevant electricity commission may

direct the obligated entity to deposit an amount determined by the relevant electricity regulatory commission into a

fund to be utilized for, among others, the purchase of renewable energy certificates. Additionally, pursuant to the

Electricity Act, a defaulting obligated entity may also be liable to pay penalty as determined by the relevant electricity

regulatory commission. In May 2015, the Supreme Court of India upheld a regulation that made it compulsory for

captive power plants and open access consumers to purchase electricity to fulfill their RPOs. This landmark judgment

is expected to increase the demand for renewable energy by captive players and also improve the marketability of

renewable energy certificates in India.

Jawaharlal Nehru National Solar Mission

The Jawaharlal Nehru National Solar Mission (“JNNSM”) was approved by the GoI on November 19, 2009 and

launched on January 11, 2010.Under the JNNSM, NTPC has committed to add 10GW of solar power by fiscal 2022.

The GoI is also incentivising central public sector undertakings to install solar power under the viability gap funding

mechanism and has mandated large public sector institutions to substitute part of their power consumption with solar

power. In addition, for the purpose of promoting solar projects in India, the GoI has incorporated SECI to conduct the

bidding procedure and undertake the distribution of funds allocated by the GoI to developers.

Operational support for the execution of solar projects

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The GoI has given significant support to the solar power sector for execution of projects through the setting up of

solar parks. Under a policy released in September 2014, the GoI has planned to prepare land banks for 20,000 MW

of solar projects spread across 25 states in India. The GoI has also approved capacity augmentation of solar parks to

40 GW in March 2017 to support execution of solar projects and sanctioned ₹81 billion for a newly envisaged 20 GW

of solar projects. In addition, various states including Andhra Pradesh, Telangana, Rajasthan, Karnataka, Madhya

Pradesh and Punjab, have implemented initiatives to address prevailing land acquisition issues.

Central and state level incentives

Several fiscal and regulatory incentives have been provided by the government to developers to facilitate growth in

the solar power sector, including accelerated depreciation benefit; generation based incentives;availability of viability

gap funding; tax holiday under Section 80 IA of the Income Tax Act; regulatory incentives such as must run status of

renewable energy and deemed generation for projects. Particularly under state solar policies, incentives such as

concessional wheeling and banking charges, concessional transmission charges and transmission losses, cross subsidy

surcharges and reactive charges also have been made available.

GENERATION BASED INCENTIVES (GBI) PROGRAMME FOR SMALL PV SOLAR POWER PLANTS

Rooftop PV and Small Solar Power Generation Programme (RPSSGP)

a. After successful demonstration of MW projects in Demo Scheme, Ministry launched a Generation Based

Incentives (GBI) programme on 16th June 2010 to give a thrust to rooftop PV and other small solar power

plants connected to grid under Phase I NSM. Implementing Agency is IREDA.

b. 100 MW Solar capacity was allocated and 91.8 MW of 72 projects in 12 States was commissioned. GBI is

applicable for 25 years from the commissioning date and payable to the distribution utility

c. Ministry provides fixed GBI from 8.69 to 12.24 /Kwh to the State utilities at a rate equal to the difference of

the CERC tariff for 2010-11 ( 17.91 per kWh) and a base rate of 5.50 per kWh.

d. Annual budget requirement by Ministry under RPSSGP scheme is approx. ₹ 180.00 crore for 91.8 MW.

Renewable Energy Certificate Mechanism

The Central Electricity Regulatory Commission (Terms and Conditions for recognition and issuance of Renewable

Energy Certificate for Renewable Energy Generation) Regulations, 2010, were enacted to develop the market in

electricity from non-conventional energy sources by issuance of transferable and saleable credit certificates (“REC

Mechanism”). The REC Mechanism provides a market based instrument which can be traded freely and provides

means for fulfilment of RPOs by the distribution utilities/consumers. Under the REC Regulations, there are two

categories of certificates, i.e. solar certificates issued to eligible entities for generation of electricity based on solar as

renewable energy source and non-solar certificates issued to eligible entities for generation of electricity based on

renewable energy sources other than solar. The REC Regulations determine the quantum of such certificates to be

issued to the eligible entities and the method of dealing in the certificates. The National Load Despatch Centre is the

central agency which oversees the REC Mechanism, including, inter alia, registration of eligible entities, issuance of

certificates, maintaining and settling accounts in respect of certificates, acting as repository of transactions in

certificates and such related functions of the REC Mechanism as may be assigned by the CERC. There are certain

conditions which are now imposed on electricity generating company, distribution licensee and captive generation

plant to be eligible to apply for REC.

The Ministry of New and Renewable Energy

The MNRE is the nodal ministry of the Government of India at the national level for all matters relating to

nonconventional sources of energy and renewable energy. The mandate of MNRE includes research, development,

commercialisation and deployment of renewable energy systems/devices for various applications in rural, urban,

industrial and commercial sector.

National Institute of Solar Energy (“NISE”)

NISE is an autonomous research and development institution under the MNRE, Government of India, established to

facilitate the research and development, testing, certification and skill development activities in the field of solar

energy. NISE also supports the MNRE in the implementation of NSM.

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STATE LAWS

Various states in India have from time to time, announced administrative policies and regulations in relation to solar

power projects and related matters. These state-specific policies and regulations have material effects on our business.

Karnataka

The Karnataka Renewable Energy Development Limited is the agency responsible for promoting and developing

renewable energy in the state of Karnataka. The government of Karnataka has formulated Karnataka policy, which as

amended, will remain in effect until 2021 or until modified by another policy. The Karnataka policy aims to harness

a minimum of 6,000 MW of solar power by 2021 in multiple phases. Generation of solar power under the Karnataka

policy is attractive to project developers because the policy provides incentives such as tax concessions under the

Karnataka industrial policy and central excise duty and customs duty exemptions. Solar power projects under the

Karnataka policy are further exempt from obtaining consent from the Karnataka Pollution Control Board as required

under the pollution control laws.

Telangana

Telangana New and Renewable Energy Development Corporation Limited is the agency responsible for promotion

and development of renewable energy in Telangana. The government of Telangana has formulated the Telangana

policy from June 1, 2015 and effective for a period of five years. All solar projects that are commissioned during the

operative period shall be eligible for the incentives declared under the policy, for a period of ten years from the date

of commissioning; unless the period is specifically mentioned.

The Telangana policy provides for a single window clearance to facilitate and expedite approvals required for setting

up of solar power projects. The Telangana policy also provides that the land acquired for grid-connected solar power

projects for sale to distribution companies/ captive use/ third party sale shall be deemed to be converted to non-

agricultural land status on payment of applicable conversion charges to the solar policy cell and no further conversion

procedures need to be followed by the developers in respect of such land. Further, solar power projects using photo

voltaic or solar thermal technology would be given clearances under the pollution control laws within a week by the

Telangana State Pollution Control Board.

Madhya Pradesh

The New and Renewable Energy Department is the agency responsible for promotion and development of renewable

energy in Madhya Pradesh. The government of Madhya Pradesh accorded approval to the MP policy on July 10, 2012.

The MP policy provides incentives such as exemption from payment of electricity duty and cess for a period of 10

years from the date of commissioning of the project and all industrial incentives available to industrial units under the

schemes administered by the industrial department will be available to the solar power producers. Solar power projects

are further exempted from payment of VAT and entry tax on the equipment purchased for installation of solar power

plants.

Laws relating to employment

The Factories Act, 1948 (“Factories Act”) and The Gujarat Factories Rules, 1963

The Factories Act defines a factory to cover any premises which employs 10 or more workers and in which

manufacturing process is carried on with the aid of power and any premises where there are at least 20 workers, even

while there may not be an electrically aided manufacturing process being carried on. State Governments have the

authority to formulate rules in respect of matters such as prior submission of plans and their approval for the

establishment of factories and registration and licensing of factories. The Factories Act provides that the person who

has ultimate control over the affairs of the factory and in the case of a company, any one of the directors, must ensure

the health, safety and welfare of all workers. There is a prohibition on employing children below the age of fourteen

years in a factory. The occupier is required to submit a written notice to the chief inspector of factories containing all

the details of the factory, the owner, manager and himself, nature of activities and such other prescribed information

prior to occupying or using any premises as a factory. The occupier is required to ensure, as far as it is reasonably

practicable, the health, safety and welfare of all workers while they are at work in the factory.

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In addition to the Factories Act, the employment of workers, depending on the nature of activity, is regulated by a

wide variety of generally applicable labour laws. The following is an indicative list of labour laws applicable to the

business and operations of Indian companies engaged in manufacturing activities:

• Industrial Employment (Standing Orders) Act, 1946;

• Contract Labour (Regulation and Abolition) Act, 1970;

• Employees’ State Insurance (General) Regulations, 1950 read with Employees’ State Insurance Act, 1948;

• Industrial Employment (Standing Orders) Act, 1946

• Employees’ Compensation Act, 1923;

• Industrial Disputes Act, 1947 and Industrial Dispute (Central) Rules, 1957;

• Maternity Benefit Act, 1961;

• Minimum Wages Act, 1948;

• Payment of Bonus Act, 1965;

• Child Labour Prohibition and Regulation Act, 1986;

• The Sexual Harassment of Women at workplace (Prevention, Prohibition and Redressal) Act, 2013;

• Payment of Gratuity Act, 1972; and

• Payment of Wages Act, 1936.

Intellectual Property Laws

The Trademarks Act, 1999 (“Trademarks Act”)

The Trademarks Act provides for the process for making an application and obtaining registration of trademarks in

India. The purpose of the Trademarks Act is to grant exclusive rights to marks such as a brand, label, heading and to

obtain relief in case of infringement for commercial purposes as a trade description. The Trademarks Act prohibits

registration of deceptively similar trademarks and provides for penalties for infringement, falsifying and falsely

applying trademarks.

The Trademarks Act is supplemented by the Trademarks Rules, 2002. Rule 38 of the Trademarks Rules, 2002 deals

with expedited examination. An applicant, after receiving an application number from the Registrar of Trademarks

(an acknowledgment of receipt of application) can file Form TM 63 along with a fee and a reasoned request for an

expedited examination of his application. If the Registrar of Trademarks declines the request, the fee is refunded.

The Copyright Act, 1957 (“Copyright Act”)

The Copyright Act governs copyright protection in India. Registration under the Copyright Act acts as a prima facie

evidence of the particulars entered therein and helps expedite infringement proceedings and reduce delay caused due

to evidentiary considerations.

Environmental Laws

The Environment Protection Act, 1986 (“Environment Act”)

The Environment Act has been enacted for the protection and improvement of the environment. The Environment

Act empowers the GoI to take measures to protect and improve the environment such as by laying down standards

for emission or discharge of pollutants, providing for restrictions regarding areas where industries may operate and

so on. The GoI may make rules for regulating environmental pollution.

Hazardous and Other Wastes (Management and Transboundary Movement) Rules, 2016 (the “Hazardous Waste

Rules”)

The Hazardous Waste Rules are to be read with the Environment Act. The term “hazardous waste” has been defined

in the Hazardous Waste Rules and any person who has, control over the affairs of the factory or the premises or any

person in possession of the hazardous waste has been defined as an “occupier”. Furthermore, in terms of the

Hazardous Waste Rules, the occupier has been, inter alia, made responsible for safe and environmentally sound

handling of hazardous wastes generated in his establishment and shall require license/authorisation for generation,

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processing, treatment, package, storage, transportation, use, collection, destruction, conversion, offering for sale,

transfer or the like of the hazardous waste from the State Pollution Control Board.

Water (Prevention and Control of Pollution) Act, 1974 and Air (Prevention and Control of Pollution) Act, 1981

The basic purpose of these statutes is to control, abate and prevent pollution. In order to achieve these objectives,

Pollution Control Boards (“PCBs”), which are vested with diverse powers to deal with water and air pollution, have

been set up in each State. The PCBs are responsible for setting the standards for maintenance of clean air and water,

directing the installation of pollution control devices in industries and undertaking inspection to ensure that industries

are functioning in compliance with the standards prescribed. These authorities also have the power to carry out search,

seizure and investigation if the authorities are aware of or suspect pollution that is not in accordance with such

regulations. All industries and factories are required to obtain consent orders from the PCBs, which are indicative of

the fact that the factory or industry in question is functioning in compliance with the pollution control norms. These

consent orders are required to be renewed annually.

TAX RELATED LEGISLATIONS

Income-Tax Act, 1961 (the “IT Act”) and Rules made thereunder

IT Act is applicable to every Company, whether domestic or foreign whose income is taxable under the provisions of

the IT Act or Rules made thereunder depending upon its Residential Status and Type of Income involved. The IT Act

provides for the taxation of persons resident in India on global income and persons not resident in India on income

received, accruing or arising in India or deemed to have been received, accrued or arising in India. Every Company

assessable to income tax under the IT Act is required to comply with the provisions thereof, including those relating

to Tax Deduction at Source, Advance Tax, Minimum Alternative Tax and like. Every such Company is also required

to file its returns by September 30 of each assessment year.

Central Goods and Services Tax Act, 2017 (the “GST Act”)

The GST Act levies indirect tax throughout India to replace many taxes levied by the Central and State Governments.

The GST Act was applicable from July 1, 2017 and combine the Central Excise Duty, Commercial Tax, Value Added

Tax (VAT), Food Tax, Central Sales Tax (CST), Introit, Octroi, Entertainment Tax, Entry Tax, Purchase Tax, Luxury

Tax, Advertisement Tax, Service Tax, Customs Duty, Surcharges. GST will be levied on all transactions such as sale,

transfer, purchase, barter, lease, or import of goods and/or services. India will adopt a dual GST model, meaning that

taxation is administered by both the Union and State Governments. Transactions made within a single state will be

levied with Central GST (CGST)by the Central Government and State GST(SGST) by the government of that state.

For inter-state transactions and imported goods or services, an Integrated GST (IGST) is levied by the Central

Government. GST is a consumption-based tax; therefore, taxes are paid to the state where the goods or services are

consumed and not the state in which they were produced.

Customs Act, 1962 (the “Customs Act”)

The Customs Act governs among other things, the import and export of goods, determination of rate of duty, tariff

valuation, the manner of payment to authorities, and loading and unloading of goods. The Customs Act also provides

for levy of penalty and/or confiscation of prohibited or dutiable goods. The duties imposed on the import and export

of goods are subject to rates specified under the Customs Tariff Act. Further, pursuant to the Customs Act, the

Department of Customs appoints ports or airports as customs ports or customs airports and places as Inland Container

Depots (ICDs).

IMPORTANT GENERAL LAWS

Foreign Exchange Management Act, 1999 (“FEMA”) and Regulations framed thereunder.

Foreign investment in India is governed primarily by the provisions of the FEMA which relates to regulation primarily

by the RBI and the rules, regulations and notifications there under, and the policy prescribed by the Department of

Industrial Policy and Promotion, Ministry of Commerce & Industry, Government of India. As laid down by the FEMA

Regulations no prior consents and approvals are required from the Reserve Bank of India, for Foreign Direct

Investment under the ‘automatic route’ within the specified sectoral caps. In respect of all industries not specified as

FDI under the automatic route, and in respect of investment in excess of the specified sectoral limits under the

automatic route, approval may be required from the FIPB and/or the RBI. The RBI, in exercise of its power under the

FEMA, has notified the Foreign Exchange Management (Transfer or Issue of Security by a Person Resident Outside

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India) Regulations, 2000 ("FEMA Regulations") to prohibit, restrict or regulate, transfer by or issue security to a

person resident outside India and Foreign Exchange Management (Export of Goods and Services) Regulations, 2000

for regulation on exports of goods and services.

Companies Act, 2013 and Rules and Regulations made thereunder

The Companies Act, 2013, has been introduced to replace the existing Companies Act, 1956 in a phased manner. The

Ministry of Corporate Affairs, has also issued rules complementary to the Companies Act, 2013 establishing the

procedure to be followed by companies in order to comply with the substantive provisions of the Companies Act,

2013. Further, the Ministry of Corporate Affairs has notified Companies Amendment Act, 2017 amending various

sections of the Companies Act, 2013 which came into force on February 9, 2018.

Micro, Small and Medium Enterprises Development Act, 2006 (the “MSMED Act”)

The MSMED Act seeks to facilitate the development of micro, small and medium enterprises. The MSMED Act

provides that where an enterprise is engaged in the manufacturing and production of goods pertaining to any industry

specified in the first schedule to the Industries (Development and Regulation) Act, 1951, the classification of an

enterprise will be as follows:

a. where the investment in plant and machinery does not exceed twenty-five lakh rupees shall be regarded as a micro

enterprise;

b. where the investment in plant and machinery is more than twenty-five lakh rupees but does not exceed five crore

rupees shall be regarded as a small enterprise.

c. where the investment in plant and machinery is more than five crore rupees but does not exceed ten crore rupees

shall be regarded as a medium enterprise.

d. The MSMED Act provides for the memorandum of micro, small and medium enterprises to be submitted by the

relevant enterprises to the prescribed authority.

The MSMED Act also provides for the establishment of the Micro and Small Enterprises Facilitation Council

(‘Council’). The Council has jurisdiction to act as an arbitrator or conciliator in a dispute between the supplier located

within its jurisdiction and a buyer located anywhere in India.

Competition Act, 2002

The Competition Act, 2002 prohibits anti-competitive agreements, abuse of dominant positions by enterprises and

regulates “combinations” in India. The Competition Act also established the Competition Commission of India (the

“CCI”) as the authority mandated to implement the Competition Act, 2002. The provisions of the Competition Act

relating to combinations were notified on March 4, 2011 and came into effect on June 1, 2011. Combinations which

are likely to cause an appreciable adverse effect on competition in a relevant market in India are void under the

Competition Act.

Negotiable Instruments Act, 1881(“NI Act”)

The NI Act provides effective legal provision to restrain people from issuing cheques without having sufficient funds

in their account or any stringent provision to punish them in the event of such cheque not being honoured by their

bankers and returned unpaid.

Consumer Protection Act, 1986 (“COPRA”)

COPRA aims at providing better protection to the interests of consumers and for that purpose makes provisions for

the establishment of authorities for the settlement of consumer disputes. The COPRA provides a mechanism for the

consumer to file a complaint against a trader or service provider in cases of unfair trade practices, restrictive trade

practices, defects in goods, deficiency in services, price charged being unlawful and goods being hazardous to life

and safety when used or being offered for sale to the public.

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Indian Contract Act, 1872 (“Contract Act”)

The Contract Act codifies the way in which a contract may be entered into, executed, implementation of the provisions

of a contract and effects of breach of a contract. A person is free to contract on any terms he chooses. The Contract

Act consists of limiting factors subject to which contract may be entered into, executed and the breach enforced. It

provides a framework of rules and regulations that govern formation and performance of contract. The contracting

parties themselves decide the rights and duties of parties and terms of agreement.

Arbitration and Conciliation Act, 1996, as amended (the “Arbitration Act”)

The Arbitration Act was enacted to consolidate and amend the law relating to domestic arbitration, international

commercial arbitration and enforcement of foreign arbitral awards as also to define the law relating to conciliation

and for matters connected therewith or incidental thereto. The main objectives of the Arbitration Act inter-alias to

make provision for an arbitral procedure which is fair, efficient and capable of meeting the needs of the specific

arbitration, to provide that the arbitral tribunal gives reasons for its arbitral award, to ensure that the arbitral tribunal

remains within the limits of its jurisdiction, to minimize the supervisory role of courts in the arbitral process, to permit

an arbitral tribunal to use mediation, conciliation or other procedures during the arbitral proceedings to encourage

settlement of disputes etc.

PROPERTY RELATED LAWS AND INTELLECTUAL PROPERTY

Our Company is required to comply with central and state laws in respect of property. Central Laws that may be

applicable to our Company's operations include the Land Acquisition Act, 1894, the Transfer of Property Act, 1882,

Registration Act, 1908, Indian Stamp Act, 1899, and Indian Easements Act, 1882.

Design Act, 2000 (Designs Act)

The Designs Act, 2000 The objective of Designs Act it to promote and protect the design element of industrial

production. It is also intended to promote innovative activity in the field of industries. The Controller General of

Patents, Designs and Trade Marks appointed under the Trademarks Act shall be the Controller of Designs for the

purposes of the Designs Act. When a design is registered, the proprietor of the design has copyright in the design

during ten years from the date of registration.

The Trade Marks Act, 1999 (“TM Act”)

The “TM Act” provides for the application and registration of trade marks in India. The purpose of the Trade Marks

Act is to grant exclusive rights to marks such as a brand, label and heading and to obtain relief in case of infringement

for commercial purposes as a trade description. The registration of a trade mark is valid for a period of 10 years and

can be renewed in accordance with the specified procedure.

Application for trade mark registry has to be made to Controller-General of Patents, Designs and TM Act who is the

Registrar of Trade marks for the purposes of the TM Act. The TM Act prohibits any registration of deceptively similar

trademarks or chemical compound among others. It also provides for penalties for infringement, falsifying and falsely

applying trademarks.

Taxation Laws

The following is an indicative list of tax related laws that are applicable to our Company:

Central:

Income Tax Act, 1961

Income Tax Act, 1961 is applicable to every Domestic / Foreign Company whose income is taxable under the

provisions of this Act or Rules made under it depending upon its ―Residential Status‖ and ―Type of Income‖

involved. U/s 139(1) every Company is required to file its Income tax return for every Previous Year by 30th

September of the Assessment Year. Other compliances like those relating to Tax Deduction at Source, Fringe Benefit

Tax, Advance Tax, and Minimum Alternative Tax and like are also required to be complied by every Company.

The Central Goods and Service Tax Act, 2017

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Goods and Services Tax (GST) is a comprehensive indirect tax on manufacture, sale and consumption of goods and

services throughout India to replace taxes levied by the central and state governments.

State:

A. Gujarat Goods and Service Tax Act, 2017;

B. Gujarat Panchayats, Municipalities, Municipal Corporations and State Tax on Professions, Traders, Callings

and Employment Act, 1976; and

C. Gujarat Stamp Act, 1958.

General Laws

Companies Act;

Indian Registration Act, 1908;

The Indian Contract Act, 1872;

The Specific Relief Act, 1963;

Competition Act, 2002; and

Sale of Goods Act, 1930.

Industrial and Labour Laws

The employment of workers, depending on the nature of activity, is regulated by a wide variety of generally applicable

labour laws. The following is an indicative list of labour laws which may be applicable to the Company due to the

nature of the business activities:

i. Contract Labour (Regulation and Abolition) Act, 1970;

ii. Employees’ Provident Funds and Miscellaneous Provisions Act, 1952;

iii. The Factories Act, 1948

iv. The Employees State Insurance Act, 1948;

v. Minimum Wages Act, 1948;

vi. Payment of Bonus Act, 1965;

vii. Payment of Gratuity Act, 1972;

viii. Payment of Wages Act, 1936;

ix. Maternity Benefit Act, 1961;

x. Industrial Disputes Act, 1947; and

xi. Employees' Compensation Act, 1923.

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OUR HISTORY AND CERTAIN OTHER CORPORATE MATTERS

1. HISTORY AND BACKGROUND

a. History and background

Our Company was incorporated as “Novus Green Energy Systems Private Limited” at Secunderabad, Telangana as a

Private company limited by Shares under the provisions of the Companies Act, 1956 vide Certificate of Incorporation

dated July 17, 2009 bearing Corporate Identification Number U40300AP2009PTC064410 issued by Registrar of

Companies, Andhra Pradesh & Telangana. Consequent upon the conversion of our Company to public limited

company and as approved by the shareholders of our company pursuant to a special resolution dated July 19, 2018,

the name of our Company was changed to “Novus Green Energy Systems Limited” and fresh certificate of

incorporation dated August 02, 2018 was issued by the Registrar of Companies, Andhra Pradesh & Telangana. The

Corporate Identification Number of our Company is U40300TG2009PLC064410.

For a description of our activities, operational solar power projects, under construction solar power projects, and

committed solar power projects, equipment suppliers, competition, management, etc., see “Business”, “Industry

Overview” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations”

beginning on page 115, 87 and 234 respectively.

Changes in registered office of our Company since incorporation

The registered office of our Company is situated at #100, Siddhi, 1st & 2nd Floor, P&T Colony, Trimulgherry

Secunderabad Telangana-500015. The Registered Office of our Company has not changed since its incorporation.

b. Major events and milestones of our company

The following table sets forth the key events and milestones in the history of our Company, since incorporation:

Year Key Milestones

2009 Incorporation

2009 Empanelment as Channel Partner for Rooftop and Small Solar Power Plant Programme of

Ministry of New and Renewable Energy (MNRE).

2009 Installed 1st Solar System of 2KWp and completed 4 systems (32 Kwp) till March 2010.

2011 Entered Chhattisgarh Market and installed 8 system (30 Kwp) till March 2011.

2012 Installed 1st 100 Kwp captive Solar Power plant. Completed installation of 85 systems of 406

Kwp till March 2012.

2013 Execution of 1.1 MWp SPV plant in Raipur, Chhattisgarh.

Completion of installations of 110 systems of 2646 Kwp till March 2013.

2014 Execution of first one MWp SPV plant in IIT Delhi.

Completed installations of 153 systems of 4136 KWp Installed capacity with till

March 2014.

2015 & 2016 Execution of 500 KWp SPV plan in Salarjung Museum, Hyderabad.

Over 8000 KWp installed capacity with 1000+ systems till August 2015.

Order book of 8112 KWp for 2015- 16.

2017 Over 3000 solar water pumping systems across the country and also executed another

major project of 500KWp Solar Plant for Mulkanoor Co-operative Society from the

state of Telangana

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Year Key Milestones

2018 Over 500 number of solar pumps in the Madhya Pradesh and added with major and

land mark project of 2MWp Solar Plants installation from the Vignan Group of

Institutions

Time and Cost Overrun in setting-up of projects including the proposed project

Our Company has not experienced any time or cost overrun in relation to setting up of projects.

Key awards, accreditations or recognition

We have achieved following awards and recognition

1. Awarded winner of Solar Roof Series Excellence awards in the category Best Rooftop Solar EPC/System

installer -Commercial Project (150-500kw) presented at solar roofs Punjab-Haryana- Chandigarh Edition,

16th November 2018

2. Winner of Solar Roof Jaipur 2018, Solar Roof Series Excellence awards in the category Best Rooftop Solar

EPC Company for the Year - Captive Projects, for its outstanding achievements in the state of Rajasthan

2018

Defaults or rescheduling of borrowings with financial institutions/ banks, conversion of loans into equity along

with reasons thereof

There have been no defaults or rescheduling of borrowings with financial institutions/banks in respect of our current

borrowings.

c. Details regarding material acquisitions or divestments of business/undertakings, mergers, amalgamation, any

revaluation of assets etc., if any, in the last ten years.

There has been no material acquisitions or divestments of business/undertakings, mergers, amalgamation, any

revaluation of assets etc., if any, in the last ten years prior to the date of filing of this Draft Red Herring Prospectus.

2. MAIN OBJECTS AS SET OUT IN THE MEMORANDUM OF ASSOCIATION OF THE ISSUER AND

DATES ON WHICH THE MEMORANDUM OF ASSOCIATION OF THE ISSUER HAS BEEN AMENDED.

Main Objects under the Memorandum of Association

The main objects as set forth in the Memorandum of Association of our Company are as follows:

“To carry on the business of manufacture, develop process, buy, sell, exchange alter, improve, import, or export or

otherwise deal in all kinds of electrical or energy producing devices, solar energy products, photo voltaic cells,

gadgets and components, for industrial, business and household applications and development, deployment support

and supply energy related Information Technology Software service and software services.

To carry on the business of electrical engineers, and contractors, manufactures, suppliers, of and dealers in electrical

and other appliances, cables, dry cells, accumulators, and to generate, accumulate, distribute and supply, electricity

for which electrical energy can be employed and to manufacture and deal in all apparatus and things required for or

capable of being used in connection with the generation, distribution, supply, accumulation and employment of

electricity.

To carry on the business as importers, exporters, assemblers, manufacturers and dealers in electric transformers, all

sizes and description, voltage stabilizers, and voltage regulators, which are generally used in the above business or

are capable of being so used”.

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Amendments to our Memorandum of association

Date of Resolution/

Change

Particulars of change

July 9, 2011

The authorized shares capital of ₹ 2,50,000 divided into 25,000 equity shares of ₹10

each was increased to ₹ 50,00,000 divided into 5,00,000 equity shares of ₹ 10 each.

Oct 21, 2013

The authorized shares capital of ₹ 50,00,000 divided into 5,00,000 equity shares of

₹ 10 each was increased to ₹ 1,00,00,000 divided into 1,00,000 equity shares of ₹

10 each.

July 15, 2015

The authorized shares capital of ₹ 1,00,00,000 divided into 1,00,000 equity shares

of ₹ 10 each was increased to ₹ 1,50,00,000 divided into 1,50,000 equity shares of

₹ 10 each.

Mar 15, 2018


of ₹ 10 each was increased to ₹ 3,50,00,000 divided into 35,00,000 equity shares of

₹ 10 each.

July 19, 2018

Amendment of Clause III of Memorandum of Association (MOA) by merging the

objects stated in clause III(1)(C) in III(1)(B) to make the MOA in line of the

provisions of Companies Act, 2013.

August 02, 2018

Change of name of the Company from Novus Green Energy Systems Private Limited

to Novus Green Energy Systems Limited consequent upon conversion from Private

Company to Public Company.

November 19, 2018


of ₹ 10 each. was increased to ₹ 10,50,00,000 divided into 1,05,00,000 equity shares

of ₹ 10 each.

3. DETAILS OF SUBSIDIARIES AND HOLDING COMPANIES

Our Company does not have any Subsidiary and nor it has any Holding Company/ies.

Other Details Regarding our Company

For information on our activities, services, growth, technology, marketing strategy, capacity built-up, our standing

with reference to our prominent competitors and customers, please refer to sections titled “Our Business”, “Our

Industry” and “Management’s Discussion and Analysis of Financial Conditions and Results of Operations”

beginning on pages 115 , 87 and234 respectively of this Draft Red Herring Prospectus. For details of our management

and managerial competence and for details of shareholding of our Promoters, please refer to sections titled “Our

Management” and “Capital Structure” beginning on pages 157 and 62 respectively of this Draft Red Herring

Prospectus.

Raising of capital in form of equity or debt

Except as set out in the section titled “Capital Structure” beginning on page 62 of this Draft Red Herring Prospectus,

our Company has not raised capital in the form of Equity Shares. Further, our Company has not undertaken any public

offering of debt instruments since its incorporation.

Details regarding the changes in the activities of the Issuer during the last five years which may have had a

material effect on the profits/loss, including discontinuance of lines of business, loss of agencies or markets and

similar factors.

There has been no change in the activities of our Company during the period of 5 (five) years prior to the date of

filing of this Draft Red Herring Prospectus which may have had a material effect on the profits or loss of our Company

or affected our business including discontinuance of lines of business, loss of agencies or markets and similar factors.

Injunction or restraining order

Our Company is not operating under any injunction or restraining order.

155

Shareholders of our Company

As on the date of this Draft Red Herring Prospectus, our Company has Nine (9) shareholders. For further details in

relation to the current shareholding pattern, please refer to section titled “Capital Structure” beginning on page 62 of


Strikes or Labour Unrest

There have been no lock-outs or strikes in our Company since incorporation.

Shareholders Agreements

Our Company has not entered into any shareholder’s agreement as on the date of this Draft Red Herring Prospectus.

Material Agreements

Our Company has not entered into any material agreement, other than the agreements entered by it in ordinary course

of its business.

Strategic Partners

Our Company does not have any strategic partners as on the date of this Draft Red Herring Prospectus.

Financial Partners

Our Company does not have any financial partners as on the date of this Draft Red Herring Prospectus.

156

SHAREHOLDERS’ AGREEMENTS AND OTHER AGREEMENT

Our Company has not entered into any shareholder’s agreement as on the date of this Draft Red Herring Prospectus

157

OUR MANAGEMENT

Board of Directors

Under the Articles of Association, our Company is authorized to have a minimum of three directors and a maximum

of up to 14 Directors. As on the date of this Draft Red Herring Prospectus, our Company has Five Directors.

The following table sets forth details regarding our Board as on the date of this Draft Red Herring Prospectus:

Sl.

No.

Name, Designation, Address, Occupation,

Nationality, Term & DIN

Age

(in years)

Other Directorships as on the


Prospectus

1. Name: Mr. Anshuman Yenigalla

DIN: 02258999

Date of Appointment: Reappointed as Managing

Director with effect from 01/07/2018

Occupation: Business

Designation: Chairman and Managing Director

Address: Plot No 100, P & T Colony,

Trimulgherry, Secunderabad Hyderabad 500015

Telengana, India

Nationality: Indian

Term: 3 years with effect from July 01, 2018 Liable

to retire by rotation

34 Private Companies

Nil

Public Companies

Nil

2. Name: Mr. Venkata Ravindra Yenigalla

DIN: 02259077

Date of Appointment: Reappointed as Whole Time

Director with effect from 01/07/2018

Occupation: Business

Designation: Whole time Director

Address: 5-9-48/94, Raghava Kalyan Estates J.J

Nagar, Secunderabad Hyderabad 500087

Telengana, India

Nationality: Indian

Term: 3 years with effect from July 01, 2018 Liable



Nil

Public Company

Nil

3. Name: Mrs. Pariplavi Mokkapati

60 Private Company

158

Sl.

No.



Age

(in years)



Prospectus

DIN: 08178598

Date of Appointment: 12/07/2018

Occupation: Doctor and Teacher

Designation: Non-Executive Director

Address: Plot No 100, P & T Colony,

Trimulgherry, Secunderabad Hyderabad 500015

Telengana, India

Nationality: Indian

Term: Liable to be retire by rotation

Nil

Public Company

Nil

4. Name: Mrs. Nagulavari Vanitha

DIN: 7271674


Occupation: Practising Company Secretary

Designation: Independent Director

Address: 1-8-104, Opposite A R I Gate,

Rajendranagar, K.v. Rangareddy, Telangana –

500030, India.

Nationality: Indian

Term: 5 Years with effect from 13/12/2018


Medipure Life Sciences India

Private Limited

Public Companies

Sai Silks (Kalamandir)

Limited

Kapston Facilities

Management Limited

5. Name: Mr. Srinivasa Rao Muttineni

DIN: 00592616


Occupation: Profession

Designation: Independent Director

Address: Flat No.-201, Block No-8, Hill Ridge

Springs,Gachibowli, Serlingampally, Rangareddy

Hyderabad, Telangana

India, 500032

Nationality: Indian


Nil

Public Company

Nil

http://www.mca.gov.in/mcafoportal/companyLLPMasterData.do

159

Sl.

No.



Age

(in years)



Prospectus

Term: 5 Years with effect from 13/12/2018

For further details on their qualification, experience etc., please see their respective biographies under the heading

‘Brief Biographies’ below.

Brief Biographies of the Directors

Mr. Anshuman Yenigalla, aged about 34 years, is the Chairman and Managing Director of our Company. He is the

core promoter of our company. He holds a bachelor’s degree in Mechanical Engineering in Production field from

Osmania University. Further he also holds the degree of Post-Graduate Diploma in Intellectual Property Rights

(PGDIPL) from IIT Kharagpur. He had received Certificate of Achievement for Six Sigma Core Green Belt, A Merit

Certificate in All India Level mathematics & Science Test and A National Cadet Corps (NCC) ‘A’ Certificates. He

has more than nine (9) years of experience in the solar industry, particularly in setting up solar water pumps and solar

captive power generation units. He has been on our Board since July 17,2009

Mr. Venkata Ravindra Yenigalla, aged about 55 years, is the Whole-time Director of our Company. He holds

bachelor’s degree in Engineering in the field of Industrial Engineering and Management sciences from Kakatiya

University, Warangal, India. He has an extensive experience of 34 years in various industrial and manufacturing

organization in making turbo generators vibration analysis, boilers, reactors and telecom equipment manufacturing.

He has also experience market analysis, vendor development, pre –sales and after sales coordination and entire cycle

of product development. Further he is expert in six sigma and lean management/ manufacturing processes. He was a

member of Management Committee to implement strategic restructuring of business implementation of self-

certification procedures and also handled large teams engaged in production of telecom products signage. He has been

on our Board since July 17,2009 being one of the promoter.

Mrs. Pariplavi Mokkapati, aged about 61 years, is the Non-Executive Director of our Company. She holds the

degree in MBBS in the field of sciences from Osmania University, Hyderabad. Further she is also having additional

qualifications in medical sciences such as MS (in Anatomy), MD and PhD (in Genetics). She is also the faculty of

Modern Science of NTR University of Health Science, Andhra Pradesh. She got the Certificate of Appreciation for

the success of the All –India Essay Writing Event 2010, which was organized by Shri Ram Chandra Mission in

collaboration with the United Nations Information Centre for India and Bhutan (UNIC) in commemoration of UN

International Year of Youth (August 2010-11). She has over 25 years of teaching experience in the Medical and Allied

Healthcare fields at the undergraduate, postgraduate and doctoral levels. She also has extensive research experience

in these fields. She has held various positions of repute and responsibility in the academic and scientific areas and has

been pioneering various student related academic and extracurricular activities in the above fields. She has also

worked as External Faculty to various institutions like BITS Pilani- Hyderabad campus and the National Industrial

Security Academy. She is a Life Member of various National and International professional bodies and is an invited

speaker and honoured/chief guest at various events of national and international repute. She has also worked for many

national government services and agencies like the Medical Council of India, Union Public Service Commission,

National Board of Examinations, Indian Council of Medical Research etc. For her skill, dedication and achievements

she was awarded the Best Medical Teacher in the State award. She is the recipient of many other awards/titles and

felicitations including “Distinguished Alumni of Osmania Medical College” “Vaidya Shiromani “, etc. She has been

on our Board since July 12,2018.

Mrs. Nagulavari Vanitha aged about 30 years is the Independent director of our company. She is Commerce

Graduate and an Associate Member of Institute of Company Secretaries of India. She is having experience of over 8

years in the area of legal secretarial, capital market and other corporate affairs. She is also acting as an Independent

Director of Kapston Facilities Management Limited, Sai Silks (Kalamandir) Limited and a director of Medipure Life

Sciences (India) Private Limited.

Mr. Srinivasa Rao Muttineni aged about 55 years is one of the Independent Director of our company. He holds the

degree of B.E. –Civil Engineering from Andhra University. He is having 34 years of experience in the Infrastructure

projects and worked with reputed construction and consultancy (Project Management) Organizations. He is also

160

having Good experience and exposure to various sectors of Infra like Highways, Industrial (Power, Cement,

Fertilizers), Water supply, Hydel projects, Buildings and execution of Complex Projects.

Confirmations

None of our Directors is, or was a director of any listed company during the last five years preceding the date of this

Draft Red Herring Prospectus, whose shares have been, or were suspended from being traded on any of the stock

exchanges during the term of their directorship in such company. None of our Directors is, or was a director of any

listed company which has been, or was delisted from any stock exchange during the term of their directorship in such

company.

Common directorships of the Directors in companies whose shares are/were suspended from trading on the

Stock Exchange(s) and/ or the Stock Exchange(s) for a period beginning from five (5) years prior to the date

of this Draft Red Herring Prospectus

None of the Directors are/ were directors of any company whose shares were suspended from trading by Stock

Exchange(s) or under any order or directions issued by the stock exchange(s)/ SEBI/ other regulatory authority in the

last five (5) years.

Common directorships of the Directors in listed companies that have been/were delisted from stock exchanges

in India

None of the Directors are/ were directors of any entity whose shares were delisted from any Stock Exchange(s).

Further, none of the directors are/ were directors of any entity which has been debarred from accessing the capital

markets under any order or directions issued by the Stock Exchange(s), SEBI or any other Regulatory Authority.

Family Relationships between the Directors

Except as stated below, none of directors are related to each other as per section 2(77) of the Companies Act, 2013:

Director Other Director Relation

Mrs. Pariplavi Mokkapati Mr. Anshuman Yenigalla Mother

Arrangements with major Shareholders, Customers, Suppliers or Others

There are no arrangements or understanding between major shareholders, customers, suppliers or others pursuant to

which any of the Directors were selected as a Director or member of a senior management as on the date of this Draft


Service Contracts

Our Company has not executed any service contracts with its directors providing for benefits upon termination of

their employment.

Borrowing Powers of the Board

The Articles, subject to the provisions of Section 180(1)(c) of the Act authorize the Board to raise, borrow or secure

the payment of any sum or sums of money for the purposes of our Company. The shareholders have, pursuant to a

special resolution passed at the Extra-ordinary General Meeting held on November 29, 2018, in accordance with

Section 180(1)(c) of the Act authorized the Board to borrow monies from time to time, such sums of money even

though the money so borrowed together with money already borrowed exceeds the aggregate of the paid-up capital

and free reserves of the Company provided, however, that the total borrowing (apart from the temporary loans taken

from the company’s bankers) shall not exceed ₹ 500 Crores.

161

Remuneration to Managing/ Whole-time Directors

The remuneration payable to our Managing/ Whole-timeDirectors will be governed as per the terms of their

appointment and shall be subject to the provisions of Section 2 (54), 2(94), 196, 197, 198 and 203 and any other

applicable provisions of the Act read with Schedule V to the Act and the rules made there under (including any

statutory modification(s) or re-enactment thereof or any of the provisions of the Companies Act, 2013, for the time

being in force)

The details of remuneration paid and perquisites given to Managing Directors for services rendered by them to the

Company during the FY 2017-18:

Particulars Mr. Anshuman Yenigalla Mr. Venkata Ravindra Yenigalla

Gross Salary ₹ 12.00 Lakh p.m ₹ 6.00 Lakh p.m

Designation Managing Director Whole Time Director

Term 3 years 3 years

Perquisites N.A N.A

Remuneration paid for FY 2017-18 ₹ 96 Lakh p.a ₹ 48 Lakh p.a

Bonus or profit sharing plan for the Directors

None of our Directors are entitled to any bonus or profit sharing plans of our Company.

Shareholding of Directors in our Company

The details of the shareholding of our Directors as on the date of this Draft Red Herring Prospectus are as follows.

Sl.

No.

Name of the Shareholder No. of Equity

Shares

Percentage of

Pre-Issue

Capital (%)

Percentage of Post-

Issue Capital (%)

1. Mr. Anshuman Yenigalla 45,27,020 64.41% [●]

2. Mr. Venkata Ravindra Yenigalla 10,35,000 14.73% [●]

3. Mrs. Pariplavi Mokkapati 7,57,605 10.78% [●]

Total 63,19,625 89.92% [●]

Payment or benefit to Non-Executive Directors of our Company

Apart from the remuneration of our Managing/ Whole-time Directors as provided under the heading ‘Remuneration

to Managing/ Whole-time Directors’ above, our Non-Executive Directors & Independent Directors are entitled to be

paid a sitting fee up to the limits prescribed by the Act and the Rules made there under and actual travel, boarding

and lodging expenses for attending the Board or Committee meetings. They may also be paid commissions and any

other amounts as may be decided by the Company in accordance with the provisions of the Articles, the Act and any

other applicable Indian laws and regulations.

Interests of our Directors

Our Directors may be deemed to be interested to the extent of fees payable to them for attending meetings of the

Board or a committee thereof as well as to the extent of remuneration paid to them or services rendered as a Director

of our Company and reimbursement of expenses payable to them. For further details, please refer to sub-sections

‘Remuneration to Managing/ Whole-time Directors’ & ‘Payment or benefit to Non-Executive Directors of our

Company’ above.

162

Our Directors and Promoters, have extended personal guarantees in favour of Union Bank of India in relation to the

borrowing facilities availed by our Company. In the event any such guarantees are revoked, our lenders may require

us to furnish alternate guarantees, demand repayment of the amounts outstanding under the respective facilities or

even terminate such facilities.

None of our Directors have any interest in any property acquired by our Company within two (2) years of the date of

this Draft Red Herring Prospectus or proposed to be acquired by it or in any transaction in acquisition of land or any

construction of building.

For further details of Our Group Entities please refer to SECTION GROUP COMPANY at page 260 of this Draft

Red Herring prospectus.

Further, except as disclosed under sub-section ‘Shareholding of Directors in our Company’ above, none of our

Directors hold any Equity Shares or any other form of securities in our Company. Our Directors may also be interested

to the extent of Equity Shares, if any, held by them or held by the entities in which they are associated as promoters,

directors, partners, proprietors or trustees or held by their relatives or that may be subscribed by or allotted to the

companies, firms, ventures, trusts in which they are interested as promoters, directors, partners, proprietors, members

or trustees, pursuant to the Issue.

Our Directors Mr. Anshuman Yenigalla and Mr. Venkata Ravindra Yenigalla have interest in the promotion of our

company or business of our Company.

Our Directors may also be deemed to be interested to the extent of any dividend payable to them and other

distributions in respect of the said Equity Shares.

Except as disclosed in this Draft Red Herring Prospectus, no sum has been paid or agreed to be paid to any of our

Directors or to any firm or company in which Director is a partner or member, in cash or shares or otherwise by any

person either to induce such Director to become, or to qualify as, a director, or otherwise for services rendered by

such Director or by such firm or company in connection with the promotion or formation of our Company.

Changes in our Company’s Board of Directors during the last three (3) years

Name Date of Event Nature of Event

Mr. Ramchand koli 01/07/2018 Resignation as a Director

Mr. Venkata Ravindra Yenigalla 01/07/2018 Appointment as a Whole Time Director

Mr. Anshuman Yenigalla 01/07/2018 Reappointment as Managing Director

Mrs. Pariplavi Mokkapati 12/07/2018 Appointment as a Director

Mrs. Vanitha Nagulavari 13/12/2018 Appointment as an Independent Director

Mr. Srinivas Rao Muttineni 13/12/2018 Appointment as an Independent Director

Management Organizational Structure

The following chart depicts our Management Organization Structure:

163

COMPLIANCE WITH CORPORATE GOVERNANCE

In additions to the applicable provisions of the Companies Act, 2013 with respect to the Corporate Governance,

provisions of the SEBI Listing Regulations will be applicable to our company immediately up on the listing of Equity

Shares on the Stock Exchange.

As on date of this Draft Red Herring Prospectus, as our Company is coming with an issue in terms of Chapter IX of

the SEBI (ICDR) Regulations, 2018, the requirement specified in regulations 17, 18, 19, 20, 21, 22, 23, 24, 25, 26,

27 and clauses (b) to (i) of sub-regulation (2) of regulation 46 and para C, D and E of Schedule V of SEBI (Listing

Obligations and Disclosures Requirement) Regulations, 2015 is not applicable to our Company, although we require

to comply with requirement of the Companies Act, 2013 wherever applicable. In spite of certain regulations and

schedules of SEBI (Listing Obligations and Disclosures Requirement) Regulations, 2015 is not applicable to our

Company, our Company endeavours to comply with the good Corporate Governance and accordingly certain

exempted regulations have been compiled by our Company.

Our Company has complied with the corporate governance requirement, particularly in relation to appointment o

independent directors including woman director on our Board, constitution of an Audit Committee, Stakeholders

Relationship Committee and Nomination and Remuneration Committee. Our Board functions either on its own or

through committees constituted thereof, to oversee specific operational areas.

Our Company has constituted the following committees:

Board Of Directors

Chairman Managing Director

Vice President

CFO GM

South - Head Central - Head North - Head

CS HR

164

1. Audit Committee

Our Company has formed the Audit Committee vide resolution passed in the meeting of Board of Directors held

on December 13, 2018 as per the applicable provisions of the Section 177 of the Act read with the Companies

(Meetings of Board and its Powers) Rules, 2014 (as amended) and also to comply with Regulation 18 of SEBI

Listing Regulations (applicable upon listing of Company’s Equity Shares). The constituted Audit Committee

comprises following members.

Name of the Director Status in Committee Nature of Directorship

Vanitha Nagulavari Chairman Independent Director

Srinivasa Rao Muttineni Member Independent Director

Pariplavi Mokkapati Member Non-Executive Women Director

The Company Secretary of our Company shall act as a Secretary of the Audit Committee. The Chairman of the

Audit Committee shall attend the Annual General Meeting of our Company to furnish clarifications to the

shareholders in any matter relating to financial statements. The scope and function of the Audit Committee and

its terms of reference shall include the following:

A. Tenure: The Audit Committee shall continue to be in function as a Committee of the Board until otherwise

resolved by the Board, to carry out the functions of the Audit Committee as approved by the Board.

B. Meetings of the Committee: The Committee shall meet at least four (4) times in a year and not more than

one hundred twenty (120) days shall elapse between any two meetings. The quorum for the meeting shall be

either two members or one third of the members of the Committee, whichever is higher but there shall be

presence of minimum two Independent Directors at each meeting.

C. Role and Powers: The Role of Audit Committee together with its powers as Part C of Schedule II of SEBI

Listing Regulations and Act shall be as under:

(a) the recommendation for appointment, remuneration and terms of appointment of auditors of the

Company;

(b) review and monitor the auditor’s independence and performance, and effectiveness of audit process;

(c) examination and reviewing of the financial statement and the auditors’ report thereon before submission

to the board for approval, with particular reference to:

i. matters required to be included in the Directors’ Responsibility Statement to be included in the

Board’s report in terms of Section 134(3)(c) of the Act;

ii. changes, if any, in accounting policies and practices and reasons for the same;

iii. major accounting entries involving estimates based on the exercise of judgment by management

iv. significant adjustments made in the financial statements arising out of audit findings

v. compliance with listing and other legal requirements relating to financial statements

vi. disclosure of any related party transactions

vii. Qualifications in the draft audit report

(d) examination and reviewing, with the management, the quarterly financial statements before submission

to the board for approval

(e) approval or any subsequent modification of transactions of the Company with related parties

(f) scrutiny of inter-corporate loans and investments

(g) valuation of undertakings or assets of the Company, wherever it is necessary;

165

(h) evaluation of internal financial controls and risk management systems;

(i) monitoring the end use of funds raised through public offers and related matters;

(j) oversight of the Company’s financial reporting process and the disclosure of its financial information

to ensure that the financial statement is correct, sufficient and credible;

(k) reviewing, with the management, performance of statutory and internal auditors, adequacy of the

internal control systems;

(l) reviewing the adequacy of internal audit function, if any, including the structure of the internal audit

department, staffing and seniority of the official heading the department, reporting structure coverage

and frequency of internal audit;

(m) discussion with internal auditors of any significant findings and follow up thereon;

(n) reviewing the findings of any internal investigations by the internal auditors into matters where there

is suspected fraud or irregularity or a failure of internal control systems of a material nature and

reporting the matter to the board;

(o) discussion with statutory auditors before the audit commences, about the nature and scope of audit as

well as post-audit discussion to ascertain any area of concern;

(p) look into the reasons for substantial defaults in the payment to the depositors, debenture holders,

shareholders (in case of non-payment of declared dividends) and creditors;

(q) approval of appointment of CFO (i.e., the Whole-time Finance Director or any other person heading

the finance function or discharging that function) after assessing the qualifications, experience and

background, etc. of the candidate;

(r) reviewing the Management discussion and analysis of financial condition and results of operations;

(s) reviewing the Management letters / letters of internal control weaknesses issued by the statutory

auditors;

(t) reviewing the Internal audit reports relating to internal control weaknesses;

(u) reviewing the appointment, removal and terms of remuneration of the Chief internal auditor shall be

subject to review by the Audit Committee;

(v) reviewing the functioning of the Whistle Blower mechanism;

(w) reviewing/ redressal of complaint/s under the Sexual Harassment of Women at Workplace (Prohibition,

Prevention & Redressal) Act, 2013;

(x) establishment of a vigil mechanism for directors and employees to report genuine concerns about

unethical behaviour, actual or suspected fraud or violation of the Company’s code of conduct or ethics

policy in such manner as may be prescribed, which shall also provide for adequate safeguards against

victimization of persons who use such mechanism and make provision for direct access to the

chairperson of the Audit Committee in appropriate or exceptional cases:

(y) such other functions / activities as may be assigned / delegated from time to time by the Board of

Directors of the Company and/or pursuant to the provisions of the Act read with the Companies

(Meetings of Board and its Powers) Rules, 2014 (as amended) and SEBI Listing Regulations.”

166

2. Stakeholders Relationship Committee

Our Company has formed the Stakeholders Relationship Committee as per Section 178 and other applicable

provisions of the Act read with the Companies (Meetings of Board and its Powers) Rules, 2014 (as amended)

and also to comply with Regulation 20 of SEBI Listing Regulations (applicable upon listing of Company’s equity

shares) vide board resolution dated December 13, 2018. The constituted Stakeholders Relationship Committee

comprises the following members:





The Company Secretary of our Company shall act as a Secretary to the Stakeholders Relationship Committee.

The scope and function of the Stakeholders Relationship Committee and its terms of reference shall include the

following:

A. Tenure: The Stakeholders Relationship Committee shall continue to be in function as a committee of the

Board until otherwise resolved by the Board, to carry out the functions of the Stakeholders Relationship

Committee as approved by the Board.

B. Terms of Reference: The Stakeholders Relationship Committee shall oversee all matters pertaining to

investors of our Company. The terms of reference of the Stakeholders Relationship Committee include the

following:

Considering and resolving the grievance of security holders of the Company including complaints

related to transfer of shares, non-receipt of annual report and non-receipt of declared dividends;

Such other functions / activities as may be assigned / delegated from time to time by the Board of

Directors of the Company and/or pursuant to the provisions of the Act read with SEBI Listing

Regulations.

3. Nomination and Remuneration Committee

Our Company has formed the Nomination and Remuneration Committee as per Section 178 and other applicable

provisions of the Act read with the Companies (Meetings of Board and its Powers) Rules, 2014 (as amended)

and also to comply with Regulation 19 of SEBI Listing Regulations (applicable upon listing of Company’s Equity

Shares) vide board resolution dated December 13, 2018. The Nomination and Remuneration Committee

comprises the following members:





The Company Secretary of our Company shall act as a Secretary to the Nomination and Remuneration

Committee. The scope and function of the Committee and its terms of reference shall include the following:

A. Tenure: The Nomination and Remuneration Committee shall continue to be in function as a committee of

the Board until otherwise resolved by the Board.

B. Meetings: The committee shall meet as and when the need arises for review of Managerial Remuneration.

The quorum for the meeting shall be one third of the total strength of the committee or two members,

167

whichever is higher. The Chairperson of the nomination and remuneration committee may be present at the

annual general meeting, to answer the shareholders' queries; however, it shall be up to the chairperson to

decide who shall answer the queries.

C. Terms of Reference:

(a) Formulation of the criteria for determining qualifications, positive attributes and independence of a

director and recommend to the Board a policy, relating to the remuneration of the directors, key

managerial personnel and other employees;

(b) Formulation of criteria for evaluation of Independent Directors and the Board;

(c) Devising a policy on Board diversity;

(d) Identifying persons who are qualified to become directors and who may be appointed in senior

management in accordance with the criteria laid down, and recommend to the Board of Directors their

appointment and removal and shall carry out evaluation of every director’s performance;

(e) Determining, reviewing and recommending to the Board, the remuneration of the Company’s

Managing/ Joint Managing / Deputy Managing / Whole time / Executive Director(s), including all

elements of remuneration package;

(f) To ensure that the relationship of remuneration to perform is clear and meets appropriate performance

benchmarks.

(g) Formulating, implementing, supervising and administering the terms and conditions of the Employee

Stock Option Scheme, Employee Stock Purchase Scheme, whether present or prospective, pursuant to

the applicable statutory/regulatory guidelines;

(h) Carrying out any other functions as authorized by the Board from time to time or as enforced by

statutory/ regulatory authorities.

4. Corporate Social Responsibility Committee

The Corporate Social Responsibility Committee of our Board consists of three members. The members of the

Corporate Social Responsibility Committee are:

Name of the Director Status in Committee Nature of Directorship/other

Mr. Anshuman Yenigalla Chairman Managing Director

Mr. Venkata Ravindra Yenigalla Member Whole Time Director

Mr. B. Pramod Reddy Member Vice President

The Corporate Social Responsibility Committee was constituted by our Board at their meeting held on August

25, 2018. The scope and functions of the Corporate Social Responsibility Committee are in accordance with

Section 135 of the Companies Act, 2013. The terms of reference of the Corporate Social Responsibility

Committee of our Company include:

1. Formulation of a corporate social responsibility policy to the Board, indicating the activities to be undertaken

by the Company. The activities should be within the list of permitted activities specified in the Companies

Act, 2013 and the rules thereunder;

2. Recommending the amount of expenditure to be incurred, amount to be at least 2% of the average net profit

of the Company in the previous three years;

3. Instituting a transparent monitoring mechanism for implementation of the corporate social responsibility

projects or programs or activities undertaken by the Company; and

4. Monitoring the corporate social responsibility policy from time to time.

168

The quorum for any meeting of the Corporate Social Responsibility Committee shall be two members.

POLICY ON DISCLOSURES AND INTERNAL PROCEDURE FOR PREVENTION OF INSIDER

TRADING:

The provisions of the Regulation 9(1) of SEBI (Prohibition of Insider Trading) Regulations, as amended, will be

applicable to our Company immediately upon the listing of Equity Shares. We shall comply with the requirements of

the SEBI (Prohibition of Insider Trading) Regulations, as amended on listing of Equity Shares. Further, Board of

Directors at their meeting held on December 14, 2018 has approved and adopted the policy on insider trading in view

of the proposed public issue.

The Company Secretary and Compliance Officer of our Company will be responsible for setting forth policies,

procedures, monitoring and adherence to the rules for the preservation of price sensitive information and the

implementation of the Code of Conduct under the overall supervision of the Board.

Policies:

In accordance with the applicable provisions of the Listing Regulations and other applicable law, we have formulated

policies, including the following copies of which are available on our website:

Insider Trading Policy

Whistle blower policy

Code of conduct of directors and employees

Code of practices and procedures for fair disclosure of unpublished price sensitive information

Archival policy for disclosure to stock exchanges

Policy for determination of materiality of event/information

Risk management policy

Sexual Harassment Policy

Profiles of our Key Managerial Personnel

The details of the Key Managerial Personnel as on the date of this Draft Red Herring Prospectus are set out below.

Except for certain statutory benefits, there are no other benefits accruing to the Key Managerial Personnel.

Mr. Anshuman Yenigalla, aged about 34 years, is the Chairman and Managing Director of our Company. He holds

a bachelor’s degree in Mechanical Engineering in Production field from Osmania University. Further he also holds

the degree of Post-Graduate Diploma in Intellectual Property Rights (PGDIPL) from IIT Kharagpur. He had received

Certificate of Achievement for Six Sigma Core Green Belt, A Merit Certificate in All India Level mathematics &

Science Test and A National Cadet Corps (NCC) ‘A’ Certificates. He has more than nine (9) years of experience in

the solar industry, particularly in setting up solar water pumps and solar captive power generation units. He has been

on our Board since July 17,2009

Mr. Venkata Ravindra Yenigalla, aged about 55 years, is the Whole-time Director of our Company. He holds

bachelor’s degree in Engineering in the field of Industrial Engineering and Management sciences from Kakatiya

University, Warangal, India. He has an extensive experience of 34 years in various industrial and manufacturing

organization in making turbo generators vibration analysis, boilers, reactors and telecom equipment manufacturing.

He has also experience market analysis, vendor development, pre –sales and after sales coordination and entire cycle

of product development. Further he is expert in six sigma and lean management/ manufacturing processes. He was a

member of Management Committee to implement strategic restructuring of business implementation of self-

certification procedures and also handled large teams engaged in production of telecom products signage. He has been

on our Board since July 17,2009 being one of the promoter.

Mr. Sannapaneni Sudheer, aged about 25 years, is the Company Secretary & Compliance Officer of our company.

He has experience in the secretarial matters. He has been appointed as Company Secretary & Compliance Officer

169

with effect from July 07, 2018.

Mr. Srikrishna Saibabu Nandiraju, aged about 61 years, is the CFO of our Company. He is Commerce Graduate

from Osmania University in 1977 from Badruka College of Commerce & Arts at Kachiguda, Telangana. He was

worked as Accounts officer and as Financial Controller in other companies in the years 1978 to 1989 and He has

around 28 years of Experience in Sri Krishna Pharmaceuticals Limited alone in finance and accounts and left the

organisation with the designation of Deputy General Manager(DGM)- in finance and accounts. Further he is well

versed in the areas of Finalization of accounts, arrangement of Finance/ Funds (both term loan & working capital

loans) from the various Financial Institutions / PSU Banks & Private Banks. He has been appointed as Chief Financial

Officer with effect from December 13, 2018.

Status of Key Management Personnel in our Company

All our key managerial personnel are permanent employees of our Company. The term of office of our key managerial

personnel is until the attainment of 65 years of age.

Shareholding of Key Management Personnel in our Company

The details of the shareholding of our Key Managerial Personnel as on the date of this Draft Red Herring Prospectus

are as follows:

Sl.

No.

Name of the Shareholder No. of Equity

Shares

Percentage of

Pre-Issue

Capital (%)

Percentage of

Post-Issue

Capital (%)

1. Mr. Anshuman Yenigalla 45,27,020 64.41% [●]

2. Mr. Venkata Ravindra Yenigalla 10,35,000 14.73% [●]

Total 55,62,020 79.14% [●]

Bonus or profit sharing plan of the Key Managerial Personnel

Our Company does not have a performance linked bonus or a profit sharing plans for the Key Management Personnel.

However, our Company may pay incentive to its employees including the Key Managerial Personnel based on their

performances per the Company’s policies.

Interests of Key Management Personnel

The Key Management Personnel do not have any interest in our Company other than to the extent of the remuneration

or benefits to which they are entitled to as per their terms of appointment and reimbursement of expenses incurred by

them during the ordinary course of business. Our Key Management Personnel may also be interested to the extent of

Equity Shares, if any, held by them or held by the entities in which they are associated as promoters, directors,

partners, proprietors or trustees or held by their relatives or that may be subscribed by or allotted to the companies,

firms, ventures, trusts in which they are interested as promoters, directors, partners, proprietors, members or trustees,

pursuant to the Issue.

Payment of Benefits to Officers of Our Company (non-salary related)

Except as disclosed in this Draft Red Herring Prospectus and any statutory payments made by our Company to its

officers, our Company has not paid any sum, any non-salary related amount or benefit to any of its officers or to its

employees including amounts towards superannuation, ex-gratia/ rewards.

Except statutory benefits upon termination of employment in our Company or superannuation, no officer of our

Company is entitled to any benefit upon termination of such officer’s employment in our Company or superannuation.

Contributions are made by our Company towards provident fund, gratuity fund and employee state insurance.

170

Except as stated under section titled ‘Financial Information’ beginning on page 177 of this Draft Red Herring

Prospectus, none of the beneficiaries of loans and advances or sundry debtors are related to our Company, our

Directors or our Promoters.

Relationship amongst the Key Managerial Personnel of our Company

Expect Mr. Anshuman Yenigalla who is the son of Mrs. Pariplavi Mokkapati, none of the Key Managerial Personnel

are related to each other.

Arrangement and Understanding with Major Shareholders/Customers/ Suppliers

None of the above Key Managerial Personnel have been selected pursuant to any arrangement/ understanding with

major shareholders/customers/suppliers.

Details of Service Contracts of the Key Managerial Personnel

Except for the terms set forth in the appointment letters, the Key Managerial Personnel have not entered into any

other contractual arrangements with our Company for provision of benefits or payments of any amount upon

termination of employment.

Employee Stock Option or Employee Stock Purchase

Our Company has not granted any options or allotted any Equity Shares under the ESOP Scheme as on the date of


Loans availed by Directors / Key Managerial Personnel of our Company

None of the Directors or Key Managerial Personnel have availed loan from our Company which is outstanding as on

the date of this Draft Red Herring Prospectus.

Changes in Our Company’s Key Managerial Personnel during the last three (3) years


Mr. Venkata Ravindra Yenigalla July 01, 2018 Appointment as a Whole Time Director

Mr. Anshuman Yenifalla July 01, 2018 Reappointment as Managing Director

Mr. Sannapaneni Sudheer July 06, 2018 Appointment as Company Secretary

Mr. Srikrishna Saibabu Nandiraju December 13, 2018 Appointment as CFO

171

OUR PROMOTER AND PROMOTER GROUP

Our Promoters

Our Promoters are Mr. Anshuman Yenigalla and Mr. Venkata Ravindra Yenigalla. As on date of this Draft Red

Herring Prospectus, our Promoters hold an aggregate of 55,62,020 Equity Shares, aggregating to 79.14% of the pre-

offered issued, subscribed and paid-up Equity Share capital of our Company. For further details, see “Capital

Structure” on page 62.

Details of Individual Promoters of our Company

Mr. Anshuman Yenigalla, aged about 34 years, is the Chairman and

Managing Director of our Company. He holds a bachelor’s degree in

Mechanical Engineering in Production field from Osmania University.

Further he also holds the degree of Post-Graduate Diploma in Intellectual

Property Rights (PGDIPL) from IIT Kharagpur. He had received

Certificate of Achievement for Six Sigma Core Green Belt, A Merit

Certificate in All India Level mathematics & Science Test and A National

Cadet Corps (NCC) ‘A’ Certificates. He has more than nine (9) years of

experience in the solar industry, particularly in setting up solar water

pumps and solar captive power generation units. He has been on our Board

since July 17,2009

For further details, please refer to section titled ‘Our Management’

beginning on page 157 of this Draft Red Herring Prospectus.

Permanent Account Number: AJZPA0068L

Aadhar No.: 9323 1678 8426

Voter’s identification card No.: GBZ7564370

Passport No.: G1158293

Driving License No.: DLEAP01015962003

Name of Bank: Union Bank of India

Bank Account Number: 327302010094685

Position/posts held in the past: Managing Director

Directorship held: As mentioned under titled ‘Our Management’

Other Ventures: Nil

172

Mr. Venkata Ravindra Yenigalla, aged about 55 years, is the Whole-

time Director of our Company. He holds bachelor’s degree in Engineering

in the field of Industrial Engineering and Management sciences from

Kakatiya University, Warangal, India. He has an extensive experience of

34 years in various industrial and manufacturing organization in making

turbo generators vibration analysis, boilers, reactors and telecom

equipment manufacturing. He has also experience market analysis, vendor

development, pre –sales and after sales coordination and entire cycle of

product development. Further he is expert in six sigma and lean

management/ manufacturing processes. He was a member of Management

Committee to implement strategic restructuring of business

implementation of self-certification procedures and also handled large

teams engaged in production of telecom products signage. He has been on

our Board since July 17,2009 being one of the promoter. For further

details, please refer to section titled ‘Our Management’ beginning on

page 157 of this Draft Red Herring Prospectus.

Permanent Account Number: AAVPY0964E

Aadhar No.: 3497 3036 8342

Voter’s identification card No.: N.A

Passport No.: J1226622

Driving License No.: 786791987OD

Name of Bank: Canara Bank

Bank Account Number: 2620101001444

Position/posts held in the past: Whole Time Director

Directorship held: As mentioned under titled ‘Our Management’

Other Ventures: Nil

We confirm that the Permanent Account Number, Bank Account Number and Passport Number of our Promoters

have been submitted to the Stock Exchange at the time of filing of this Draft Red Herring Prospectus.

Further, our Promoters have confirmed that they have not been identified as willful defaulters by any bank or financial

institution or consortium thereof, in accordance with the guidelines on willful defaulters issued by the RBI.

Our Promoters have not been debarred or restricted from accessing the capital markets for any reason, by SEBI or

any other authorities. Our Promoters are not, nor has been a promoter, director or person in control of any company

which is debarred or restricted from accessing the capital markets for any reason, by SEBI or any other authorities.

Change in management and control of the Company

Mr. Anshuman Yenigalla and Mr. Venkata Ravindra Yenigalla has been in the management or control of our

Company since inception. There has been no change in the control or management of our Company since its

Incorporation.

173

Interests of our Promoters

Interest in the promotion of the Company

As of the date of this Draft Red Herring Prospectus, our Promoters hold an aggregate of 55,62,020 Equity Shares,

aggregating to 79.14% of the pre-Issue issued, subscribed and paid-up Equity Share capital of our Company.

Our Promoters are interested in our Company only to the extent of their respective Equity shareholding in our

Company and any dividend distribution that may be made by our Company in the future. For details pertaining to our

Promoters’ shareholding, please refer to section titled ‘Capital Structure’ beginning on page 62 of this Draft Red

Herring Prospectus.

Interest in property, land, construction of building, supply of machinery

Our Promoter does not have any interest in any property acquired by our Company within three years preceding the

date of filing this Draft Red Herring Prospectus or any property proposed to be acquired by our Company or in any

transaction with respect to the acquisition of land, construction of building or supply of machinery or any other

contract, agreement or arrangement entered into by our Company and no payments have been made or are proposed

to be made in respect of these contracts, agreements or arrangements except as stated in “Financial Statements” on

page 177 of this Draft Red Herring Prospectus.

Interest as Guarantor

All our Promoters, have extended personal guarantees in favour of Union Bank of India in relation to the borrowing

facilities availed by our Company. In the event any such guarantees are revoked, our lenders may require us to furnish

alternate guarantees, demand repayment of the amounts outstanding under the respective facilities or even terminate

such facilities.

Interest as a director

Mr. Anshuman Yenigalla is the Managing Director of the Company and may also be deemed to be interested of their

appointment and reimbursement of expenses payable to them. For further details, please refer to section titled ‘Our

Management’ beginning on page 157 of this Draft Red Herring Prospectus.

Our Promoter is not interested as a member of a firm or company, and no sum has been paid or agreed to be paid to

him or to such firm or company in cash or shares or otherwise by any person either to induce him to become, or to

qualify him as a Director or for services rendered by our Promoter or by such firm or company in connection with the

promotion or formation of our Company.

Payment of Amounts or Benefits to our Promoters or Promoter Group during the last two years

Except as stated in ‘Financial Statement’ on page 177 of this Draft Red Herring Prospectus, no amount or benefit has

been paid by our Company to our Promoters or the members of our Promoter Group since the incorporation of the

Company

Our Promoter Group

In addition to our Promoters named herein above, the following natural persons are part of our Promoter Group (as

they are immediate relatives of our promoter) in terms of Regulation 2(1)(pp) (ii) of SEBI ICDR Regulations 2018:

Name of our Promoter Name of the Relatives Relationship with the Relative

Mr. Anshuman Yenigalla Dr. Sarat Yenigalla Father

Pariplavi Mokkapati Mother

174

Name of our Promoter Name of the Relatives Relationship with the Relative

Dr.Vardhaman Yenigalla Brother

NA Sister

NA Daughter

NA Son

NA Spouse

NA Spouse's Father

NA Spouse's Mother

NA Spouse's Brother

NA Spouse’s Sister

Mr. Venkata Ravindra

Yenigalla

Late. Purnachander Rao Father

Mrs. Jhancy Yenigalla Mother

Dr. Sarat Yenigalla Brother

Mrs. Lakshmi Yarram Sister

Miss Pallavi & Miss Satvika Daughter

NA Son

Mrs. Rajya Lakshmi Spouse

Mr. Mulpuru Satyanarayana Spouse's Father

Mrs. Jhancy Lakshmi Spouse's Mother

Mr. Srinivas and Mr. Sunil Kumar Spouse's Brother

Mrs. Gadde Madhuri Devi Spouse’s Sister

Our Promoter Group as defined under Regulation 2(1)(pp)(iii) of the SEBI (ICDR) Regulations, 2018 includes

following entities:

Nature of Relationship Entity

Any Body corporate in which 20 (twenty) percent or

more of the Equity Share capital is held by the promoter

or an immediate relative of the promoter or a firm or

HUF in which the promoter or any one or more of his

immediate relative is a member.

Nil

Any Body corporate in which a body corporate as

provided above holds 20 (twenty) percent or more of the

Equity Share capital

Nil

Any HUF or firm in which the aggregate shareholding

of the promoter and his immediate relatives is equal to

or more than 20 (twenty) percent of the total

Nil

Companies with which the Promoters has disassociated in the last three years.

Except as stated below, none of our Promoters have disassociated themselves from any of the companies, firms or

entities during the last three years preceding the date of this Draft Red Herring Prospectus.

Allatus Techno Legal Solutions Private Limited (strike off)

Name of Promoter Name of the

Entity

Reasons for

disassociation

Date of disassociation


Fortis Infra

Projects Private

Ltd

Sale of stake October 06,2017

Mr. Anshuman Yenigalla and


Novus Green

Power Private

Limited

Sale of stake April 28,2017

175

Experience of Promoters in the line of business

Our Promoter is well experienced in the Company’s line of business. The Company shall also endeavor to ensure that

relevant professional help is sought as and when required in the future.

Litigation details pertaining to our Promoters

For details on litigations and disputes pending against the Promoters and defaults made by our Promoters, please refer

to section titled ‘Outstanding Litigations and Material Developments’ beginning on page 251 of this Draft Red

Herring Prospectus.

176

DIVIDEND POLICY

Under the companies Act, 2013, an Indian company pays dividends upon a recommendation of its Board of Directors

and approved by majority of the shareholders. Under the Companies Act, 2013 dividends may be paid out of profits

of a company in the year in which the dividend is declared or out of the undistributed profits or reserves of the previous

years or out of both.

Our Company does not have a formal dividend policy. Any dividend to be declared shall be recommended by the

Board of Directors depending upon the financial condition, results of operations, capital requirements and surplus,

contractual obligations and restrictions the terms of the credit facilities and other financing arrangements of our

company at the time a dividend is considered, and other relevant factors and approved by the Equity Shareholders at

their discretion. Our company has not paid any dividend for the last three years and till September 30, 2018.

Dividends are payable within 30 days of approval by the Equity Shareholders at the annual general meeting of our

company and incase of interim dividend within 30 days of declaration by the Board of Directos. When dividend are

declared, all the Equity Shareholders whose name appear in the register of members of our company as on the “record

date” are entitled to be paid the dividend declared by our company. Any Equity shareholders who ceases to be an

Equity Shareholder prior to the recorded date, or who becomes an Equity Shareholder after the record date, will not

be entitled to the dividend declared by our company.

177

SECTION V FINANCIAL INFORMATION

FINANCIAL STATEMENTS AS RESTATED

Sl. No. Details Page No.

1. Restated Consolidated Financial Information 181-204

2. Restated Standalone Financial Information 205-232

178

REPORT OF THE INDEPENDENT AUDITORS ON CONSOLIDATED FINANCIAL STATEMENTS

To,

The Board of Directors,

Novus Green Energy Systems Limited,

Trimulgherry- Secunderabad.

1. We have examined the attached Restated Consolidated Financial Information of M/s. NOVUS GREEN

ENERGY SYSTEMS LIMITED (the “Company”), which comprises of the Restated Summary Statement

of Assets and Liabilities as at March 31, 2017 and 2016 the Restated Summary Statement of Profit and Loss

and the Restated Summary Statement of Cash Flows for each of the years ended March 31, 2017 and 2016

respectively, and the Summary of Significant Accounting Policies (collectively, the “Restated Financial

Information”) as approved by the Board of Directors of the Company at their meeting for the purpose of

inclusion in the offer document prepared by the Company in connection with its proposed Initial Public Offer

of equity shares (herein after referred to as the “Issue”), prepared in terms of the requirements of :

i. Section 26 of Part I of Chapter III of the Companies Act, 2013 (“the Act”) read with Rule 4 to 6 of

Companies (Prospectus and Allotment of Securities) Rules, 2014 (“the Rules);

ii. the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements)

(Amendment) Regulations, 2018 as amended from time to time in pursuance of provisions of

Securities and Exchange Board of India Act, 1992 (“ICDR Regulations”)

2. The preparation of the Restated Financial Information is the responsibility of the Management of the

Company for the purpose set out in paragraph 12 below. The management’s responsibility includes

designing, implementing and maintaining adequate internal control relevant to the preparation and

presentation of the Restated Financial Information. The Management is also responsible for identifying and

ensuring that the Company complies with the Act, the Rules and ICDR Regulations.

Our responsibility is to examine the Restated Financial Information and confirm whether such Restated

Financial Information comply with the requirements of the Act, the Rules and ICDR Regulations.

3. We have examined such Restated consolidated Financial Statements taking into consideration

i. The terms of reference and terms of our engagement agreed upon with you in accordance with our

engagement letter dated October 09,2018 in connection with the proposed IPO of the Company

and

ii. The Guidance Note (Revised) on Reports in Company Prospectuses issued by the Institute of

Chartered Accountants of India.

4. These Restated Financial Information have been compiled by the Management from the consolidated audited

Financial Statements of the Company as at and for the year ended March 31, 2017 and 2016 which have

been approved by Board of Directors at their meetings held on June 05, 2017 and August, 26, 2016

respectively.

Audit for the financial years ended 2017 and 2016 was conducted by previous auditors, M/s. M M Reddy &

Co., Chartered Accountants., and accordingly reliance has been placed on the financial information examined

by them. The financial report included for these years, i.e., 2017 and 2016 are based solely on the report

submitted by M/s. M M Reddy & Co., and Chartered Accountants have also confirmed that the restated

consolidated financial information:

a) have been made after incorporating adjustments for the changes in accounting policies

retrospectively in respective financial years to reflect the same accounting treatment as per

changed accounting policy for all the reporting periods;

179

b) have been made after incorporating adjustments for the material amounts in the respective

financial years to which they relate; and

c) do not contain any extra-ordinary items that need to be disclosed separately [other than those

presented in the Restated Consolidated Financial Information] and do not contain any

qualification requiring adjustments.

In terms of Schedule VIII, Clause IX (9) of the SEBI (ICDR) Regulations, 2018 and other provisions relating

to accounts of M/s Novus Green Energy Systems Limited, we NSVR & ASSOCIATES LLP (formerly

known as Nekkanti Srinivasu & Co), Chartered Accountants, have been subjected to the peer review process

of the Institute of Chartered Accountants of India (ICAI) and hold a valid certificate issued by the Peer

Review Board of the ICAI).

5. In accordance with the requirements of Section 26 of Part I of Chapter III of the Act read with, Rules 4 to 6

of Companies (Prospectus and Allotment of Securities) Rules, 2014, the ICDR Regulations and the

Guidance Note, we report that:

a. The Restated Statement of Assets and Liabilities of the Company as at March 31, 2017 and 2016

examined by us, as set out in Annexure I to this examination report are after making adjustments and

regrouping as in our opinion were appropriate and more fully described in the Statement of Significant

Accounting Policies in Annexure IV and the Notes to Accounts in Annexure V.

b. The Restated Statement of Profit and Loss of the Company for the years ended on March 31, 2017 and

2016 examined by us, as set out in Annexure II to this examination report are after making adjustments

and regrouping as in our opinion were appropriate and more fully described in the Statement of

Significant Accounting Policies in Annexure IV and the Statement of Adjustments to the consolidated

Audited Financial Statements in Annexure VI.

c. The Restated Statement of Cash flow statement of the Company for the years ended on March 31, 2017

and 2016 examined by us, as set out in Annexure III to this examination report are after making

adjustments and regrouping as in our opinion were appropriate and more fully described in the

Statement of Significant Accounting Policies in Annexure IV and the Statement of Adjustments to the

consolidated Audited Financial Statements in Annexure VI.

d. The Restated consolidated Financial Statements have been made after incorporating adjustments for :

i) The changes, if any, in accounting policies retrospectively in respective financial years to reflect the

same accounting treatment as per the changed accounting policy for all the reporting period / years.

ii) Prior Period and other material amounts in the respective financial years to, which they relate,

Which are stated in the Statement of Material Adjustments as set out in Annexure VI

e. Such Financial statements do not require any corrective adjustments on account of:

i) Other remarks/comments in the Companies (Auditor's Report) Order, 2016 ("the Order"), as

amended, issued by the Central Government of India in terms of sub - section (11) of section 143

of the Companies Act, 2013, on consolidated Financial Statements of the Company for the years

ended on March 31, 2017 and 2016.

ii) Extra-ordinary / Exceptional items that need to be disclosed separately in the accounts requiring

adjustments.

6. At the request of the company, we have also examined the following financial information ("Other Financial

Information") proposed to be included in the offer document prepared by the management and approved by

the board of directors of the company and annexed to this report:

180

1 Schedule of Share Capital Annexure – VII

2 Schedule of Reserves & Surplus Annexure – VIII

3 Details of Long Term Borrowings of the Company Annexure – IX

4 Statement of Long term Provisions Annexure – X

5 Details of Short Term Borrowings of the Company Annexure – XI

6 Statement of Trade Payables Annexure – XII

7 Statement of Other Current Liabilities Annexure – XIII

8 Statement of Short Term Provisions Annexure – XIV

9 Statement of Fixed Assets Annexure – XV

10 Statement of Non-Current Investments Annexure – XVI

11 Statement of Deferred Tax Asset Annexure – XVII

12 Statement of Long term Loans & Advances Annexure – XVIII

13 Schedule of Inventories Annexure – XIX

14 Statement of Trade Receivables Annexure – XX

15 Statement of Cash and Cash Equivalents Annexure – XXI

16 Statement of Short Term Loans and Advances Annexure – XXII

17 Statement of Other Current Assets Annexure – XXIII

18 Schedule of Revenue from Operations Annexure – XXIV

19 Schedule of Other Income Annexure – XXV

20 Schedule of cost of materials consumed Annexure – XXVI

21 Schedule of Changes in Inventories Annexure – XXVII

22 Schedule of Employee Benefit Expenses Annexure – XXVIII

23 Schedule of Finance Cost Annexure – XXIX

24 Schedule of Other Expenses Annexure – XXX

25 Schedule of Related Party Transactions Annexure – XXXI

26 Schedule of Contingent Liability Annexure – XXXII

27 Summary of Accounting Ratios Annexure – XXXIV

7. According to the information and explanation given to us for financial year ended 2017 and 2016 also as per

the reliance placed on the reports submitted by the previous auditor, M/s. M M Reddy & Co., Chartered

Accountants , in our opinion the Restated Consolidated Financial Statements and the other Financial

Information set forth in Annexure VII to XXXV read with the Significant Accounting Policies and Notes to

the Restated consolidated Financial Statements have been prepared in accordance with section 26 read with

applicable provisions within Rule 4 to 6 of Companies (Prospectus and Allotment of Securities) Rules, 2014

of Companies Act, 2013 and the SEBI Regulations and the Guidance Note on the Reports in Company

Prospectus (Revised) issued by the Institute of Chartered Accountants of India (ICAI).

Consequently the Financial Information has been prepared after making such regroupings and adjustments,

in our opinion, considered appropriate to comply with the same. As a result of these regrouping and

adjustments, the amount reported in the Financial Information may not necessarily be the same as those

appearing in the respective Consolidated Audited Financial Statements for the relevant years.

8. This report should not in any way construed as a reissuance or redrafting of any of the audit report issued

nor should this report be construed as new opinion on any of the financial statement referred to therein.

181

9. We have no responsibility to update our report for events and circumstances occurring after the date of the

report.

10. This report is intended solely for your information and for inclusion in the Offer document in connection

with the Company's proposed IPO of Equity Shares and is not to be used, referred to or distributed for any

other purpose without our prior written consent.

FOR NSVR & ASSOCIATES LLP,


(Firm Registration No.: 008801S/S200060)

P. Venkat Ratnam

Partner Membership number: 230675

Place: Hyderabad

Date: December 17, 2018

182

ANNEXURE I

STATEMENT OF CONSOLIDATED RESTATED ASSETS AND LIABILITIES (₹ in Lakhs)

Sr.


As at March 31,

2017 2016



a. Share Capital VII 130.05 130.05

b. Reserves & Surplus VIII 646.79 480.79


a. Long Term Borrowings IX 256.14 160.37

c. Long Term Provisions XI 43.88 26.01


a. Short Term Borrowings XII 404.03 500.33

b. Trade Payables XIII 1,535.17 766.12

d. Other Current Liabilities XV 50.44 97.25

c. Short Term Provisions XIV 15.84 9.34

T O T A L 3,082.35 2,170.26

ASSETS


a. Fixed Assets XVI

(i)Tangible Assets 113.93 96.46

(ii)Intangible Assets - -

(iii) Capital work-in-progress

(iv) Intangible Assets Under Development

Net Block 113.93 96.46

b. Non-current Investments XVII 1.00 0.81

c. Deferred Tax Asset XVIII 13.01 5.67

d. Long Term Loans & Advances XIX 174.49 21.61

2) Current Assets

a. Inventories XX 167.88 175.32

b. Trade Receivables XXI 1,689.73 1,221.67

c. Cash and Cash Equivalents XXII 535.78 492.71

d. Short Term Loans & Advances XXIII 381.76 151.11

e. Other Current Assets XXIV 4.75 4.90

T O T A L 3,082.35 2,170.26

As per our report of even date attached

For and on behalf of the Board of Directors





P. Venkat Ratnam




Managing Director

DIN: 02258999

Mr. Venkata Yenigalla Ravindra

Whole Time Director

DIN: 02259077

Mr. Srikrishna Saibabu Nandiraju

Chief Financial Officer

Mr. Sannapaneni Sudheer

Company Secretary & Compliance

Officer

Place:

Date:

183

ANNEXURE II

CONSOLIDATED STATEMENT OF PROFIT AND LOSS AS RESTATED (₹ in lakhs)

Sr.


As at March 31,

2017 2016

A INCOME

Revenue from Operations XXIV 6,309.71 4,133.75

Other Income XXV 19.94 3.87

Total Income (A) 6,329.65 4,137.62

B EXPENDITURE

Cost of materials consumed XXVI 4,851.61 2,956.73

Changes in inventories XXVII -49.47 322.81

Employee benefit expenses XXVIII 449.98 270.17

Finance costs XXIX 154.62 114.44

Depreciation and amortization expense XXX 24.96 25.13

Other Expenses XVI 646.43 309.84

Total Expenses (B) 6,078.15 3,999.17

C Profit Before Exceptional and Extraordinary items

and tax

251.30 138.50

Exceptional items - -

Profit Before Extraordinary items 251.50 138.44

Extraordinary items - -

Profit Before tax 251.50 138.44

Tax expense :

(i) Current tax 92.84 54.01

(ii) Prior Period Taxes - -

(ii) Deferred tax -7.34 -13.40

E Total Tax Expense (E) 85.50 40.61

F Net Profit / (Loss) after tax from continuing operations 165.81 97.89

Share of (loss) /profit from Associate 0.19 -0.05

Balance carried to Balance Sheet 166.00 97.84







P. Venkat Ratnam




Managing Director

DIN: 02258999


Whole Time Director

DIN: 02259077





Officer Place:

Date:

184

ANNEXURE III

RESTATED STATEMENT OF CONSOLIDATED CASH FLOW ( ₹ in lakhs)


2017 2016


Net Profit before tax as per Profit And Loss account 251.50 138.44

Adjusted for:

Depreciation & Amortization 24.96 25.13

Interest & Financial Charges 154.62 114.44




Receipt of Prior Period Income - 9.53

Share of Loss/ (Profit) from Associate Company -0.19 0.05

Operating Profit Before Working Capital Changes 434.16 299.48


Trade Receivables -468.06 -425.20

Inventories 7.43 509.25

Short Term Loans and Advances -230.65 -34.00

Other Current Assets 0.15 -4.90

Long Term Loans and Advances -152.89 60.28


Trade Payables 769.05 -25.77

Other Current Liabilities -66.07 56.39

Cash Generated From Operations 293.13 435.51

Direct Tax Paid -90.36 -50.79

Net Cash Flow from/(used in) Operating Activities: (A) 202.77 384.72


Purchase of Fixed Assets -42.44 -16.55


Net Cash Flow from/(used in) Investing Activities: (B) -23.81 -12.78


Proceeds from issue of share capital Inc of Premium - 75.23

Increase / (Decrease) in Long Term Borrowing 115.04 -85.51

Increase / (Decrease) in Short Term Borrowing -96.30 204.55

Interest & Financial Charges -154.62 -114.44

Net Cash Flow from/(used in) Financing Activities ( C) -135.89 79.83

Net Increase/(Decrease) in Cash & Cash Equivalents (A+B+C) 43.07 451.76

Cash & Cash Equivalents As At Beginning of the Year 492.71 40.94

Cash & Cash Equivalents As At End of the Year 535.78 492.71







P. Venkat Ratnam




Managing Director

DIN: 02258999


Whole Time Director

DIN: 02259077





Officer Place:

Date:

185

ANNEXURE- IV

SIGNIFICANT ACCOUNTING POLICIES

A. Disclosure of Accounting Policies:

(a) Basis of Preparation of Consolidated Financial Statements:

The Restated Summary consolidated Financial Statements of the Company for each of the years ended 31 March 2017

and 31 March 2016, have been prepared using the historical audited general purpose consolidated financial statements

of the Company for the years ended 31st March, 2017 and 2016 respectively which were prepared under generally

accepted accounting principles in India (Indian GAAP) and originally approved by the Board of Directors of the

Company at that relevant time.

The Company has prepared the consolidated financial statements to comply in all material respects with the

accounting standards specified under section 133 of the Companies Act, 2013, read with rule 7 of the Companies

(Accounts) Rules, 2014, Companies (Accounting Standards) Amendment Rules, 2016 and other accounting principles

generally accepted in India and the Guidance Note (Revised) on Reports in Company Prospectuses issued by the

Institute of Chartered Accountants of India. The consolidated financial statements have been prepared under the

historical cost convention and on an accrual basis. The accounting policies have been consistently applied by the

Company and are consistent with those adopted in the preparation of consolidated financial statements for the

financial years ended 31st March, 2017 and 2016.

These consolidated financial statements have been prepared using presentation and disclosure requirements of the

Schedule III of Companies Act 2013.

Details of associate company considered in consolidated accounts:

Name of the Associate Shareholding as on Extent of Holding

Fortis Infra Projects Private Limited 31-03-2016 50%

Fortis Infra Projects Private Limited 31-03-2017 50%

With effect from M/s. Fortis Infra Projects Private Limited (the company) has ceased to be a Associate.

Basis of consolidated accounts:

The consolidated accounts related to M/s. Novus Green Energy Systems Limited, Secunderabad (Holding Company)

and M/s. Fortis Infra Projects Private Limited Hyderabad (Associate Company), have been prepared in accordance

with equity method as per AS - 23 "Accounting for Investments in Associates" issued by the Institute of Chartered

Accountants of India.

Equity method

The equity method is a method of accounting whereby the investment is initially recorded at cost, identifying any

goodwill/capital reserve arising at the time of acquisition. The carrying amount of the investment is adjusted thereafter

for the post acquisition change in the investor’s share of net assets of the investee. The consolidated statement of

profit and loss reflects the investor’s share of the results of operations of the investee

(b) Use of Estimates

The preparation of consolidated financial statements in conformity with generally accepted accounting principles

requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and

disclosure of contingent liabilities at the date of the consolidated financial statements and the result of operations

during the reporting period. Although these estimates are based upon management’s best knowledge of current events

and actions, actual results could differ from these estimates.

B. Valuation of Inventories:

Inventories are valued in accordance with the requirements of accounting standard (AS-2) on Valuation of Inventories.

Inventory consists of Solar panels, water pumps, batteries etc., which are valued at lower of cost and net realisable

value after providing for obsolescence and other losses, where considered necessary. Cost comprises of the purchase

price including duties and taxes, freight inwards and other expenditure directly attributable to the acquisition.

186

C. Cash Flow Statement:

Cash Flow statement is reported using the indirect method, where by profit before tax is adjusted for the effects of

transactions of non-cash nature, any deferrals or accruals of past or future operating cash receipts or payments and

item of income or expenses associated with investing or financing cash flow. The cash flow from operating, investing

and financing activities of company is segregated based on the available information.

D. Contingencies and Events Occurring After Balance Sheet Date:

All contingencies and events occurring after the balance sheet date which have a material effect on the financial

position of the company are considered for preparing the consolidated financial statements.

E. Revenue Recognition:

Revenue is recognized when the significant risks and rewards of ownership have been transferred to the buyer,

recovery of the consideration is reasonably certain, the associated costs and possible return of goods can be estimated

reliably.

Revenue from Supply, Erection and Commissioning of Solar Power Equipment is recognised when the equipment is

installed and the same is approved by the appropriate authority.

Revenue presented is net of VAT, Service Tax and GST, to the extent applicable

Interest income is recognised on a time proportion basis taking into account the amount outstanding the rate

applicable.

F. Property, Plant &Equipment’s:

Property, Plant & Equipment is stated at cost of acquisition and installation, less accumulated depreciation and

impairment losses, if any.

The cost of Property, Plant & Equipment comprises:

a) Its purchase price, including import duties and non–refundable purchase taxes, after deducting trade discounts

and rebates.

b) Any costs directly attributable to bringing the asset to the location and condition necessary for it to be capable

of operating in the manner intended by management.

Method of Depreciation:

Depreciation on Property, plant and equipment is provided based on useful life of the asset prescribed under the

Schedule II of the Companies act, 2013. Depreciation is provided on Written down value method during these years.

G. Foreign Currency Transaction:

Foreign currency transactions are recorded at the exchange rates prevailing on the date of the transaction. Monetary

foreign currency assets and liabilities if any, are translated into rupees at the exchange rate prevailing at the balance

sheet date. All exchange differences are dealt with in Profit & Loss Account.

H. Investments:

Non-current investments are carried at cost less any other-than-temporary diminution in value, determined separately

for each individual investment. The reduction in the carrying amount is reversed when there is a rise in the value of

the investment or if the reasons for the reduction no longer exist. Any reduction in the carrying amount and any

reversal in such reductions are charged or credited to the statement of profit and loss.

I. Employee Benefits Expense:

i) Short-Term Employee Benefits

The undiscounted amount of short-term employee benefits such as salary, bonus etc., expected to be paid in exchange

for the services rendered by employees are recognised as expense during the period when the employees render the

services.

187

ii) Post-employment benefits

Defined Contribution Plan

A defined contribution plan is a post-employment benefit plan under which the Company pays specified

contributions to a separate entity. The Company makes specified monthly contributions towards Provident Fund.

The Contributions as specified under the law are paid to respective Regional Provident Fund Commissioner. The

Company’s contribution is recognized as an expense in the Statement of Profit and Loss during the period in which

the employee renders the related service.

Defined Benefit Plan

The Company has an obligation towards gratuity, a defined benefit retirement plan covering eligible employees.

The plan provides for a lump sum payment to vested Employees at retirement, death while in employment or on

termination of employment of an amount equivalent to 15 days salary payable for each completed year of service.

Vesting occurs upon completion of five years of service.

Gratuity is recognized on the basis of actuarial valuation carried out using projected unit credit method.The

liability for Gratuity is accrued and provided for as determined by an independent actuarial valuation as per the

requirements of Accounting Standard - 15 on “Employee Benefits”.

J. Borrowing Cost :

Borrowing costs are interest and other costs incurred by an enterprise in connection with the borrowing of funds.

Borrowing costs that are directly attributable to the acquisition or construction of qualifying assets are capitalized as

part of the cost of such assets. A qualifying asset is one that necessarily takes substantial period of time to get ready

for its intended use.

The borrowing cost other than those capitalised as above have been debited to the Statement of Profit and Loss of the

current year.

K. Segment Reporting:

Segment reporting is not applicable. As the company operates in single segment therefore, Segment reporting was not

made as per AS-17.

L. Earnings per Share and Diluted Earnings per Share:

Basic earnings/ (loss) per share are calculated by dividing the net profit/ (loss) for the period/ year attributable to

equity shareholders by the weighted average number of equity shares outstanding during the period/ year. The

weighted average number of equity shares outstanding during the period is adjusted for events of bonus issue and

share split.

For the purpose of calculating diluted earnings/(loss) per share, the net profit/(loss) for the period/year attributable to

equity shareholders and the weighted average number of shares outstanding during the period/ year are adjusted for

the effects of all dilutive potential equity shares except where the results will be anti-dilutive. The dilutive potential

equity shares are deemed converted as of the beginning of the period, unless they have been issued at a later date.

In case of Bonus issue, equity shares are issued to existing shareholders for no additional consideration i.e., number

of equity shares outstanding is increased without an increase in resources. The number of equity shares outstanding

before the event is adjusted for the proportionate change in the number of equity shares outstanding as if the event

had occurred at the beginning of the earliest period reported.

M. Taxes on Income:

Income tax expense comprises current tax expense and the net change in the deferred tax asset or liability during the

year. Current and deferred tax are recognised in statement of profit and loss.

Current Tax:

Current tax expenses are accounted in the same period to which the revenue and expenses relate. Provision for current

income tax is made for the tax liability payable on taxable income after considering tax allowances, deductions and

exemptions determined in accordance with the applicable tax rates and the prevailing tax laws.

188

Minimum Alternate Tax credit is recognized as an asset only when and to the extent there is convincing evidence that

the company will pay normal income tax during the specified period. Such asset is reviewed at each Balance Sheet

date and the carrying amount of the MAT credit asset is written down to the extent there is no longer a convincing

evidence to the effect that the Company will pay normal income tax during the specified period.

Deferred tax:

Deferred tax is recognized on timing differences; being the difference between taxable incomes and accounting

income that originate in one period and are capable of reversal in one or more subsequent periods. The deferred tax

is accounted for using the tax rates and laws that have been substantively enacted as of the balance sheet date.

N. Intangible assets:

Intangible assets are recorded at the consideration paid for acquisition including any duties and other taxes (other than

those subsequently recoverable by the enterprise from the taxing authorities), and any directly attributable expenditure

in making the asset ready for its intended use.

Intangible assets are amortized on a Written down value basis over the best estimate of their useful lives, commencing

from the date the asset is available to the Company for its use.

The Management’s estimates of the useful life of Software is 5 years

O. Impairment of Assets:

The Company assesses at each reporting date as to whether there is any indication that an asset (tangible and

intangible) may be impaired. An asset is treated as impaired, when the carrying cost of the asset exceeds its

recoverable amount. Recoverable amount is higher of an asset’s or cash generating unit’s net selling price and its

value in use. Value in use is the present value of estimated future cash flows expected to arise from the continuing

use of an asset and from its disposal at the end of its useful life.

An impairment loss is charged to Profit and Loss Account in the year in which an asset is identified as impaired. The

impairment loss recognised in prior accounting period is reversed if there has been a change in the estimate of

recoverable amount.

P. Provisions, Contingent Liabilities and Contingent Assets:

A provision is recognized if, as a result of a past event, the Company has a present legal obligation that is

reasonably estimable, and it is probable that an outflow of economic benefits will be required to settle the

obligation. Provisions are determined by the best estimate of the outflow of economic benefits required to settle

the obligation at the reporting date. Where no reliable estimate can be made, a disclosure is made as contingent

liability. A disclosure for a contingent liability is also made when there is a possible obligation or a present

obligation that may, but probably will not, require an outflow of resources. Where there is a possible obligation

or a present obligation in respect of which the likelihood of outflow of resources is remote, no provision or

disclosure is made.

189

ANNEXURE - V

NOTES TO ACCOUNTS

1. Earnings Per Share: (₹ in Lakhs)

Particulars

For the year ended

March 31,

2017 2016

I. Net Profit as per Profit & Loss Account available for Equity Shareholders 166.00 97.84

II Weighted Average Number of Equity Shares for Earnings Per Share Computation

A. For Basic Earnings Per Share of 10 each 26.01 22.02

B. For Diluted Earnings Per Share of 10 each 26.01 22.02

Earnings Per Share (Weighted Average)

-Basic 6.38 4.44

-Diluted 6.38 4.44

(1) Post-Bonus Issue*

II Weighted Average Number of Equity Shares for Earnings Per Share Computation

A. For Basic Earnings Per Share of ₹ 10 each 68.18 64.19

B. For Diluted Earnings Per Share of ₹10 each: 68.18 64.19


- Basic 2.43 1.52

- Diluted 2.43 1.52

*The Company has made Bonus Issue on November 29, 2018. The Company has Issued Bonus shares in the ratio of

3:2 (i.e. three equity shares of ₹10 each for every two fully paid up equity shares of ₹10 each) to shareholders. The

EPS (Post Bonus Issue) is also calculated by considering total number of shares after the bonus issue

2. Deferred Tax :

Deferred Tax liability on account of timing difference between taxable income and accounting income for the year is

accounted for by applying the tax rates and laws enacted or substantially enacted as of the balance sheet date. Deferred

Tax Assets are recognized only to the extent of virtual certainty of its realization or adjustment against deferred tax

liability. The company has accounted for Income Tax in compliance with the accounting standards relating Accounting

for Taxes on Income(AS-22) issued by the Institute of Chartered Accountants of India.

(₹ in Lakhs)

Particulars For the year ended March 31,

2017 2016

Opening Deferred Tax (Liability)/ Asset 5.67 -7.73

WDV as per Companies Act 1956 113.93 96.46

WDV as per Income Tax Rules 1962 109.24 84.17

Temporary timing difference on Assets (4.69) (12.28)

Timing Difference on Provision for Gratuity 19.71 13.15

Timing Difference on Provision for Maintenance 32.20 16.87

Timing differences 47.22 17.73

Closing Deferred Tax (Liability)/ Asset 13.01 5.67

3. Remuneration to Statutory Auditors: (₹ in Lakhs)

4. Foreign Exchange Earnings & Expenditure: (₹ in Lakhs)


2017 2016

Statutory Audit Fees 5.00 5.75

For Other Matters - -

Total 5.00 5.75

190


2017 2016

Earnings in Foreign Exchange - -

Expenditure in Foreign Exchange - -

Total - -

191

5. Disclosures as per "AS - 15 Employee benefits" in respect of defined benefit plan

Changes in Present Value of Defined Benefit obligation are as follows:

(₹ in Lakhs)


2017 2016

Present Value of Defined benefit obligation at the beginning of the period 13.15 8.78

Interest Cost 1.02 0.68

Current Service cost 4.51 3.05

Past Service cost 0 0

Benefits paid 0 0

Actuarial (gains)/losses 1.03 0.64

Present Value of Defined benefit obligation at the end of the period 19.71 13.15

Amount Recognized in the Balance Sheet

(₹ in Lakhs)


2017 2016

Present Value of funded obligation 19.71 13.15

Amount Recognized in the Profit & Loss Account

( ₹in Lakhs)


2017 2016

Interest cost 1.02 0.68

Current service cost 4.51 3.05

Past service cost 0 0

Actuarial (Gain)/Loss (0) (0)

Amount included in Employee Benefit Expenses 1.03 0.64

6.56 4.37

Summary of Actuarial assumptions


2017 2016

Discount rate 7.75 % p.a 7.75 % p.a

Salary growth rate 5.00 % p.a 5.00 % p.a

Mortality IALM 2006-08 Ultimate IALM 2006-08 Ultimate

Withdrawal rate

5% p.a (18 to 30 Years) 5% p.a (18 to 30 Years)

3.00% p.a.(30 to 44 Years) 3.00% p.a.(30 to 44 Years)

2.00% p.a. (44 to 60 Years) 2.00% p.a. (44 to 60 Years)

6. Details of dues to micro, small and medium enterprises as defined under the MSMED Act, 2006:

To the extent of information available, the company has no overdue amounts outstanding to any micro, medium and

small scale enterprises.

7. The management has confirmed that adequate provisions have been made for all the known and determined

liabilities and the same is not in excess of the amounts reasonably required.

8. Previous year figures have been re-grouped and reclassified wherever necessary to confirm to the current year

classification.

192

Notes on Material adjustments and regroupings to Restated Summary Statements ANNEXURE VI

(₹ in Lakhs)


2017 2016

Profit/(Loss) after tax (as per Audited Financial Statements) 180.98 111.11

Restatement Adjustments:

Prior Period Revenue Restated ( Ref Note A) - -9.53

Expenses

Provision for Diminution ( Ref Note B) - -

Provision for Gratuity ( Ref Note C) -6.56 -4.37

Provision for Maintenance ( Ref Note D) -15.33 -11.28

Depreciation Adjustment ( Ref Note E) 2.78 2.80

Items to be considered as Fixed assets charged to Revenue ( Ref Note F) - -

Deferred Tax restated ( Ref Note G) 4.14 9.10

Prior Period Tax ( Ref Note H)

Total Adjustments -14.97 -13.27

Restated profit/(loss) after tax (I+II) 166.00 97.84

The above statement should be read with the notes to restated summary statement of assets and liabilities, profits and

losses and cash flows

A) Revenue pertaining to earlier period is restated and corresponding adjustments was made to opening

Reserves as on 01.04.2015

B) As per AS 13, Current Investments are carried in financial statements at lower of cost and fair value. During

the restatement of Accounts, the Company has restated the investments at market value which is lower than

cost

C) In the financial statements for the year ended March 31, 2018, March 31, 2017, March 31, 2016, the company

has not provided provision for Gratuity. For the purpose of restated summary of financial statements,

Provision for Gratuity was made according to the Actuarial Valuation report as per AS 15 for the respective

financial years.

D) During the restatement of Accounts, the Company has reversed Depreciation which was provided excess at

earlier periods

E) During the process of restatement of Accounts, Company has capitalized the expenses which was attributed

to the Intangible assets and consequently there is change in calculation of depreciation and assets

F) Deferred tax has been computed on adjustments made as detailed above and has been adjusted in the restated

profit and loss for the years ended, March 31,2018, March 31, 2017, March 31, 2016. The tax rate applicable

to the respective years has been used to calculate the deferred tax impact on adjustments made to the

respective years.

G) The Company received demand notice on 19/05/2017 from the Income Tax Department for Rupees 3,

83,880/- for the Financial Year 2013-14, The liability for the same was recognised in the Restated Financial

Statements

193

RESTATED STATEMENT OF SHARE CAPITAL ANNEXURE VII

(₹ in Lakhs)


2017 2016

SHARE CAPITAL

Authorized:

Equity Shares of 10/- each

Number of Shares 15.00 15.00

Amount (` in lakhs) 150.00 150.00

Issued, Subscribed & Fully paid up


Number of Shares 13.00 13.00

Amount (₹ in lakhs) 130.05 130.05

Reconciliation of number of shares outstanding at the end of year


2017 2016

Equity Shares

Equity shares at the beginning of the year of 10/- each 13.00 10.00

Add: Equity shares issued - 3.00

Add: Bonus shares issued - -

Less: Reduction in share capital - -

Equity Shares at the end of the year 13.00 13.00


2017 2016

Y.Anshuman

Number of Shares held 8.70 8.70

% of Share Holding 66.90% 66.90%

Y. V. Ravindra



Y. Jhancy



Mayur Mehta



Ambari Cloud, INC



Dr. Pari Plavi



Note:

A) The company has only one class of equity shares having a par value of 10/- per Share. Each holder of equity

share is entitled for one vote per share. In the event of liquidation, the equity shareholders are eligible to

receive the remaining assets of the Company after distribution of all preferential amounts in proportion to

their shareholdings.

B) During the year 2017-18, pursuant to the shareholders' approvals under Section 63 and other applicable

provisions of the Act, the Company has issued bonus shares in the ratio of 1:1 (i.e. one bonus equity share

of 10 each for every five fully paid up equity shares of 10 each), to the shareholders on record date of March

20, 2018, by capitalizing existing reserves to the extent of ₹ 130.05 lakhs

194

Annexure-VIII

RESTATED STATEMENT OF RESERVES AND SURPLUS (₹ in Lakhs)


2017 2016

Security Premium

Opening Balance 54.00 54.00

Add / (Less): Changes during the year

Add: Premium on share capital 120.18 120.18

Less: Issue of Bonus Shares During The period - -

Total (a) 174.18 174.18

Profit & Loss A/c

(i) Opening Balance 306.60 216.79

Add / (Less): Changes during the year - -

Add: Excess Depreciation - 0.84

Add Prior period Income Recognised in FY 2015-16 - 9.53

Add: Profit for the year 166.00 97.84

Less: Provision for Gratuity for Previous Years - 8.78

Less: Provision for Maintenance for Previous Years - 5.58

Less: Provision for Prior Period Taxes 3.26

Less: Adj of deferred tax - 0.76

Total (b) 472.61 306.60

Total Reserves (a+b) 646.79 480.79

ANNEXURE - IX

RESTATED STATEMENT OF LONG TERM BORROWINGS (₹ in Lakhs)


2017 2016

(i) Secured Loans

(a) Term Loans

From Banks 3.16 4.31

From Others - -

(ii) Unsecured Loans

(a) From Banks 18.66 -

(b) From Others 28.01 28.13

(c) Loans from Related Parties 206.32 127.93

Total 256.14 160.37

ANNEXURE - X

RESTATED STATEMENT OF LONG TERM PROVISIONS (₹ in Lakhs)


2017 2016



Total 43.88 26.01

195

ANNEXURE - XI

RESTATED STATEMENT OF SHORT TERM BORROWINGS (₹ in Lakhs)


2017 2016

Loans Repayable on Demand

From Banks 404.03 500.33

From Other Parties - -

Loans & Advances from Related Parties - -

Total 404.03 500.33

ANNEXURE - XII

RESTATED STATEMENT OF TRADE PAYABLES (₹ in Lakhs)


2017 2016

Dues to Micro, Small and Medium Enterprises

Dues to Others 1,535.17 766.12

Total 1,535.17 766.12

ANNEXURE - XIII

RESTATED STATEMENT OF OTHER CURRENT LIABILITIES (₹ in Lakhs)


2017 2016

Current maturities of long-term debt 28.68 9.41

Advances from customers - 54.80

Other liabilities 21.77 33.03

Total 50.44 97.25

ANNEXURE - XIV

RESTATED STATEMENT OF SHORT TERM PROVISIONS (₹ in Lakhs)


2017 2016

Provision for Income tax 7.81 5.33



Total 15.84 9.34

ANNEXURE - XV

DETAILS OF FIXED ASSETS AS RESTATED: (₹ in Lakhs)


2017 2016

Building


Addition during the year - -

Reduction during the year - -

Closing Balance( Gross value) 35.25 35.25

196

Depreciation During the year 1.44 1.51

Accumulated Depreciation 3.43 1.92

Closing Balance 30.38 31.82

Tools & Testing Equipment’s


Addition during the year 15.60 5.18






Furniture & Fixtures - -








Vehicles


Addition during the year 6.07 -







2017 2016








Office Equipment’s








Two Wheelers Hero Honda


Addition during the year - 2.88

197






Mobile Phone









2017 2016


Addition during the year - -






Additions during the Year 42.44 16.55

Gross Block 231.93 189.49

Depreciation for the Year 24.96 25.13

Total Accumulated Depreciation 93.03 67.90

Net Block 113.93 96.46

ANNEXURE - XVI

RESTATED STATEMENT OF NON-CURRENT INVESTMENTS (₹ in Lakhs)


2017 2016

Unquoted Investments (Measured at cost)

Fortis Infra Projects Private Limited (Fully Paid up) (Face Value Rs 10/- per Share) 1.00 0.81

Total 1.00 0.81

ANNEXURE - XVII

RESTATED STATEMENT OF DEFERRED TAX ASSET ( ₹ in Lakhs)


2017 2016

Opening Balance 5.67 -7.74

Add/Less: Changes during the year 7.34 13.40

Total 13.01 5.67

ANNEXURE - XVIII

RESTATED STATEMENT OF LONG TERM LOANS AND ADVANCES (₹ in Lakhs)


2017 2016

198

Unsecured-Considered good

EMD, Security& Other Deposits 174.49 21.61

Total 174.49 21.61

ANNEXURE - XIX

RESTATED STATEMENT OF INVENTORIES (₹ in Lakhs)


2017 2016

Raw materials 104.92 161.82

Work-in-progress 62.97 13.50

Total 167.88 175.32

ANNEXURE - XX

RESTATED STATEMENT OF TRADE RECEIVABLES (₹ in

Lakhs)


2017 2016

Trade Receivables

O/s less than six months

Secured, considered good

Unsecured, considered good 1,662.92 1,185.31

O/s more than six months


Unsecured, considered good 26.81 36.36

Total 1,689.73 1,221.67

ANNEXURE - XXI

RESTATED STATEMENT OF CASH & CASH EQUIVALENTS (₹ in Lakhs)


2017 2016

Cash and Cash Equivalents

Cash in hand 9.70 18.41

Balances with Banks 100.32 160.91

Cash with Restricted use in Deposit& Other Accounts 425.76 313.39

Total 535.78 492.71

ANNEXURE - XXII

RESTATED STATEMENT OF SHORT TERM LOANS AND ADVANCES (₹ in Lakhs)


2017 2016

Balances with Revenue Authorities - -

Advances to suppliers 176.54 101.28

EMD, Security, Rental & Other Deposits 205.21 49.83

Total 381.76 151.11

ANNEXURE XXIII

RESTATED STATEMENT OF OTHER CURRENT ASSETS (₹ in

Lakhs)

199


2017 2016

Employee Advances 4.75 4.90

Others - -

Total 4.75 4.90

ANNEXURE XXIV

RESTATED STATEMENT OF REVENUE FROM OPERATIONS (₹ in

Lakhs)


2017 2016

Revenue From Contracts 6,305.89 4,127.81

Other operating revenue 3.82 5.94

Total 6,309.71 4,133.75

ANNEXURE XXV

RESTATED STATEMENT OF OTHER INCOME (₹ in

Lakhs)


2017 2016

Interest Received on FD 18.63 3.77

Other non-operating income 1.31 0.10

Total 19.94 3.87

ANNEXURE XXVI

RESTATED STATEMENT OF COST OF MATERIALS CONSUMED (₹ in

Lakhs)


2017 2016

Opening Raw materials 161.82 348.26

Add : Purchases made during the year 4,794.71 2,770.28

Less : Closing Raw materials 104.92 161.82

Cost of Materials Consumed 4,851.61 2,956.73

ANNEXURE

XXVII

RESTATED STATEMENT OF CHANGES IN INVENTORIES (₹ in

Lakhs)


2017 2016

Opening stock of inventories

Work- in- progress 13.50 336.31

Total 13.50 336.31

Closing stock of inventories

Work- in- progress 62.97 13.50

Total 62.97 13.50

200

Increase / (Decrease) In Stocks -49.47 322.81

ANNEXURE XXVIII

RESTATED STATEMENT OF EMPLOYEE BENEFITS EXPENSES (₹ in Lakhs)


2017 2016

Salaries, wages and bonus 406.43 258.37

Contribution to provident and other funds 23.95 8.67

Staff welfare expense 19.60 3.13

Total 449.98 270.17

ANNEXURE XXIX

RESTATED STATEMENT OF FINANCE COST (₹ in

Lakhs)


2017 2016

Interest expense-Banks 91.18 50.13

Interest expense-Others 10.07 1.21

Other borrowing costs and charges 53.38 63.10

Total 154.62 114.44

ANNEXURE XXX

RESTATED STATEMENT OF DETAILS OTHER EXPENSES (₹ in

Lakhs)


2017 2016

Power, Fuel& Water 7.79 12.46

Work contract expenses 337.28 79.92

Rent 21.45 15.14

Insurance 11.12 12.40

Auditor's Remuneration 5.00 5.75

Rates and Taxes 8.80 6.58

Freight& Postage Charges 35.21 24.96

Travelling& Conveyance 49.89 55.10

Legal& Professional charges 16.29 10.03

Printing and Stationary 3.59 2.82

Repairs and Maintenance 49.50 21.74

Telephone& Internet Charges 20.01 9.61

Legal, Inspection, Registration & Renewals Charges 4.11 8.59

Commission &brokerage - -

Tender fees 7.94 1.83

Selling& Distribution Expenses 41.66 24.76


General(Misc.) Expenses 11.64 6.90

Total 646.63 309.84

201

ANNEXURE - XXXI

STATEMENT OF RELATED PARTY TRANSACTION:

1. Managerial Remuneration:

(₹ in Lakhs)


2017 2016


Salaries & allowances 96.00 78.00

Other fees - -

Sitting fees - -

Non Whole time Directors Remuneration

Sitting fees - -

Total 96.00 78.00

2. Directors/KMP's

For the year ended March 31

2017 2016

Anshuman Yenigalla Anshuman Yenigalla

Venkata Yenigalla Ravindra Venkata Yenigalla Ravindra

Ramchand Kolli Ramchand Kolli




Jhansi Yenigalla Mother of Venkata Ravindra Yenigalla












2017 2016

Allatus Techno Legal Solutions Private Limited Allatus Techno Legal Solutions Private Limited

Novus Green Power Private Limited Novus Green Power Private Limited

Zentech Enable Private Limited Zentech Enable Private Limited

Attis Green Energy Solutions Private Limited Attis Green Energy Solutions Private Limited


Directors/KMP: (₹ in Lakhs)

Nature of Transaction/ Name of the Related Party For the year ended March 31,

2017 2016

Expenses

Remuneration 96.00 78.00

Finance

Opening balance 59.70 166.03

Transaction during the year 128.15 -106.33

Outstanding 187.85 59.70

202


(₹ in Lakhs)

Nature of Transaction/ Name of the Related Party For the year ended March 31,

2017 2016

Expenses

Remuneration - -

Finance

Opening balance 68.23 123.88

Transaction during the year -49.76 -55.65

Outstanding 18.47 68.23

ANNEXURE – XXXII

STATEMENT OF CONTINGENT LIABILITIES

( ₹ in Lakhs)


2017 2016

Bank Guarantee 1,193.46 1,163.65

Letter of credit 214.45 -

Against pending litigations 11.78 11.78

Demand under APVAT Act for which appeal is pending with Appellate

Deputy commissioner, Tirupathi 27.95 -

Claims against the company not acknowledged as debt in respect of

commercial tax 19.15 -

Total 1,466.79 1,175.43

203

REPORT OF THE INDEPENDENT AUDITORS ON STANDALONE FINANCIAL STATEMENTS

To,

The Board of Directors,

Novus Green Energy Systems Limited,

Trimulgherry- Secunderabad.

1. We have examined the attached Restated Standalone Financial Information of M/s. NOVUS GREEN

ENERGY SYSTEMS LIMITED (the “Company”), which comprises of the Restated Summary Statement

of Assets and Liabilities as at September 30, 2018 and at March 31, 2018, 2017,and 2016, the Restated

Summary Statement of Profit and Loss and the Restated Summary Statement of Cash Flows for the six

months ended September 30, 2018 and for each of the years ended March 31, 2018, 2017 and 2016

respectively, and the Summary of Significant Accounting Policies (collectively, the “Restated Financial

Information”) as approved by the Board of Directors of the Company at their meeting, for the purpose of

inclusion in the offer document prepared by the Company in connection with its proposed Initial Public Offer

of equity shares (herein after referred to as the “Issue”), prepared in terms of the requirements of :

i. Section 26 of Part I of Chapter III of the Companies Act, 2013 (“the Act”) read with Rule 4 to 6 of

Companies (Prospectus and Allotment of Securities) Rules, 2014 (“the Rules);

ii. the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements)

(Amendment)Regulations, 2018 as amended from time to time in pursuance of provisions of

Securities and Exchange Board of India Act, 1992 (“ICDR Regulations”)

2. The preparation of the Restated Financial Information is the responsibility of the Management of the

Company for the purpose set out in paragraph 12 below. The management’s responsibility includes

designing, implementing and maintaining adequate internal control relevant to the preparation and

presentation of the Restated Financial Information. The Management is also responsible for identifying and

ensuring that the Company complies with the Act, the Rules and ICDR Regulations.

Our responsibility is to examine the Restated Financial Information and confirm whether such Restated

Financial Information comply with the requirements of the Act, the Rules and ICDR Regulations.

3. We have examined such Restated Standalone Financial Statements taking into consideration

i. The terms of reference and terms of our engagement agreed upon with you in accordance with our

engagement letter dated October 09, 2018 in connection with the proposed IPO of the Company

and

ii. The Guidance Note (Revised) on Reports in Company Prospectuses issued by the Institute of

Chartered Accountants of India.

4. These Restated Financial Information have been compiled by the Management from the audited Standalone

Financial Statements of the Company as at and for the six months ended September 30, 2018 and as at and

for the year ended March 31, 2018, 2017 and 2016 which have been approved by Board of Directors at their

meetings held on November 29, 2018, August 25, 2018, June 5, 2017 and August, 30, 2016 respectively.

Audit for the financial years ended 2018, 2017 and 2016 was conducted by previous auditors,M/s. M M

Reddy & Co., Chartered Accountants., and accordingly reliance has been placed on the financial information

examined by them for the financial year ended 2018, 2017 and 2016. The financial report included for these

years, i.e., 2018, 2017 and 2016 are based solely on the report submitted by M/s. M M Reddy & Co.,

Chartered Accountants have also confirmed that the restated standalone financial information:

a) have been made after incorporating adjustments for the changes in accounting policies

retrospectively in respective financial years to reflect the same accounting treatment as per changed

accounting policy for all the reporting periods;

204

b) have been made after incorporating adjustments for the material amounts in the respective financial

years to which they relate; and

c) do not contain any extra-ordinary items that need to be disclosed separately [other than those

presented in the Restated Standalone Financial Information] and do not contain any qualification

requiring adjustments.

In terms of Schedule VIII, Clause IX (9) of the SEBI (ICDR) Regulations, 2018 and other provisions relating

to accounts of M/s Novus Green Energy Systems Limited, we NSVR & ASSOCIATES LLP (formerly

known as Nekkanti Srinivasu& Co), Chartered Accountants, have been subjected to the peer review process

of the Institute of Chartered Accountants of India (ICAI) and hold a valid certificate issued by the Peer

Review Board of the ICAI).

5. In accordance with the requirements of Section 26 of Part I of Chapter III of the Act read with, Rules 4 to 6

of Companies (Prospectus and Allotment of Securities) Rules, 2014, the ICDR Regulations and the

Guidance Note, we report that:

a. The Restated Statement of Assets and Liabilities of the Company as at, September 30, 2018 and as at

March 31, 2018, 2017 and 2016 examined by us, as set out in ANNEXURE I to this examination report

are after making adjustments and regrouping as in our opinion were appropriate and more fully described

in the Statement of Significant Accounting Policies in ANNEXURE IV and the Notes to Accounts in

ANNEXURE V.

b. The Restated Statement of Profit and Loss of the Company for the Six months ended September 30, 2018

and for the years ended on March 31, 2018, 2017 and 2016 examined by us, as set out in ANNEXURE

II to this examination report are after making adjustments and regrouping as in our opinion were

appropriate and more fully described in the Statement of Significant Accounting Policies in

ANNEXURE IV and the Statement of Adjustments to the Standalone Audited Financial Statements in

ANNEXURE VI.

c. The Restated Statement of Cash flow statement of the Company for the Six months ended September 30,

2018 and for the years ended on March 31, 2018, 2017 and 2016 examined by us, as set out in

ANNEXURE III to this examination report are after making adjustments and regrouping as in our

opinion were appropriate and more fully described in the Statement of Significant Accounting Policies

in ANNEXURE IV and the Statement of Adjustments to the Standalone Audited Financial Statements

in ANNEXURE VI.

d. The Restated Standalone Financial Statements have been made after incorporating adjustments for :

i) The changes, if any, in accounting policies retrospectively in respective financial years to reflect the

same accounting treatment as per the changed accounting policy for all the reporting period / years.

ii) Prior Period and other material amounts in the respective financial years to, which they relate,

Which are stated in the Statement of Material Adjustments as set out in ANNEXURE VI

e. Such Financial statements do not require any corrective adjustments on account of:

i) Other remarks/comments in the Companies (Auditor's Report) Order, 2016 ("the Order"), as

amended, issued by the Central Government of India in terms of sub - section (11) of section 143

of the Companies Act, 2013, on Standalone Financial Statements of the Company as at for the Six

months ended September 30, 2018 and for the years ended on March 31, 2018, 2017, 2016.

ii) Extra-ordinary / Exceptional items that need to be disclosed separately in the accounts requiring

adjustments.

6. At the request of the company, we have also examined the following financial information ("Other Financial

Information") proposed to be included in the offer document prepared by the management and approved by

the board of directors of the company and annexed to this report:

205

1 Schedule of Share Capital ANNEXURE – VII

2 Schedule of Reserves & Surplus ANNEXURE – VIII

3 Details of Long Term Borrowings of the Company ANNEXURE – IX

4 Statement of Long term Provisions ANNEXURE – X

5 Details of Short Term Borrowings of the Company ANNEXURE – XI

6 Statement of Trade Payables ANNEXURE – XII

7 Statement of Other Current Liabilities ANNEXURE – XIII

8 Statement of Short Term Provisions ANNEXURE – XIV

9 Statement of Fixed Assets ANNEXURE – XV

10 Statement of Non-Current Investments ANNEXURE – XVI

11 Statement of Deferred Tax ANNEXURE – XVII

12 Statement of Long term Loans & Advances ANNEXURE – XVIII

13 Statement of Current Investments ANNEXURE –XIX

14 Schedule of Inventories ANNEXURE – XX

15 Statement of Trade Receivables ANNEXURE – XXI

16 Statement of Cash and Cash Equivalents ANNEXURE – XXII

17 Statement of Short Term Loans and Advances ANNEXURE – XXIII

18 Statement of Other Current Assets ANNEXURE – XXIV

19 Schedule of Revenue from Operations ANNEXURE – XXV

20 Schedule of Other Income ANNEXURE – XXVI

21 Schedule of cost of materials consumed ANNEXURE – XXVII

22 Schedule of Changes in Inventories ANNEXURE – XXVIII

23 Schedule of Employee Benefit Expenses ANNEXURE – XXIX

24 Schedule of Finance Cost ANNEXURE – XXX

25 Schedule of Other Expenses ANNEXURE – XXXI

26 Statement of Related Party Transactions ANNEXURE – XXXII

27 Statement of Contingent Liability ANNEXURE – XXXIII

28 Capitalization Statement ANNEXURE – XXXIV

29 Summary of Accounting Ratios ANNEXURE – XXXV

30 Statement of Tax Shelter ANNEXURE – XXXVI

7. According to the information and explanation given to us for financial year ended 2018, 2017 and 2016 also

as per the reliance placed on the reports submitted by the previous auditor, M/s. M M Reddy & Co., Chartered

Accountants , in our opinion the Restated Standalone Financial Statements and the other Financial

Information set forth in ANNEXURE VII to XXXVI read with the Significant Accounting Policies and Notes

to the Restated Standalone Financial Statements have been prepared in accordance with section 26 read with

applicable provisions within Rule 4 to 6 of Companies(Prospectus and Allotment of Securities) Rules, 2014

of Companies Act, 2013 and the SEBI Regulations and the Guidance Note on the Reports in Company

Prospectus (Revised) issued by the Institute of Chartered Accountants of India (ICAI).

Consequently the Financial Information has been prepared after making such regroupings and adjustments,

in our opinion, considered appropriate to comply with the same. As a result of these regrouping and

adjustments, the amount reported in the Financial Information may not necessarily be the same as those

appearing in the respective Standalone Audited Financial Statements for the relevant years.

206

8. We have not audited or reviewed any Standalone financial statements of the Company as of any date or for

any period subsequent to September 30, 2018. Accordingly, we express no opinion on the financial position,

results of operations or cash flows of the Company as of any date or for any period subsequent to September

30, 2018.

9. This report should not in any way construed as a reissuance or redrafting of any of the audit report issued

nor should this report be construed as new opinion on any of the financial statement referred to therein.

10. We have no responsibility to update our report for events and circumstances occurring after the date of the

report.

11. This report is intended solely for your information and for inclusion in the Offer document in connection

with the Company's proposed IPO of Equity Shares and is not to be used, referred to or distributed for any

other purpose without our prior written consent.

FOR NSVR & ASSOCIATES LLP,


(Firm Registration N0. 008801S/S200060)

P. Venkat Ratnam


Place: Hyderabad


207







P. Venkat Ratnam




Managing Director

DIN: 02258999


Whole Time Director

DIN: 02259077





Officer

Place: Hyderabad


ANNEXURE I

STATEMENT OF RESTATED ASSETS AND LIABILITIES (₹ in lakhs)

Sr.

No. Particulars

Annex

ure

As at

September,

2018

As at March 31,

2018 2017 2016



a. Share Capital VII 281.13 281.13 130.05 130.05

b. Reserves & Surplus VIII 1,648.57 1,292.70 646.79 480.98


a. Long Term Borrowings IX 315.06 288.46 256.14 160.37

b. Long Term Provisions X 83.38 73.26 43.88 26.01


a. Short Term Borrowings XI 1,652.87 1,358.53 404.03 500.33

b. Trade Payables XII 2,958.93 3,749.48 1,535.17 766.12

d. Other Current Liabilities XIII 98.96 108.38 50.44 97.25

c. Short Term Provisions XIV 243.72 189.83 15.84 9.34

T O T A L 7,282.60 7,341.76 3,082.34 2,170.44

ASSETS


a. Fixed Assets XV

(i) Tangible Assets 231.63 201.91 113.93 96.46

(ii) Intangible Assets 7.65 4.96 - -

(iii) Capital work-in-progress 76.10 - - -

(iv) Intangible Assets Under Development 0.32 - - -

Net Block 315.69 206.87 113.93 96.46

b. Non-current Investments XVI - 1.00 1.00

c. Deferred Tax Asset XVII 31.85 24.43 13.01 5.67

d. Long Term Loans & Advances XVIII 358.50 360.52 174.49 21.61

2) Current Assets

a. Current investments XIX 99.09 91.50 - -

b. Inventories XX 1,162.88 336.25 167.88 175.32

c. Trade Receivables XXI 3,612.09 5,036.66 1,689.73 1,221.67

d. Cash and Cash Equivalents XXII 638.86 682.09 535.78 492.71

e. Short Term Loans & Advances XXIII 1,007.89 565.17 381.76 151.11

f. Other Current Assets XXIV 55.75 38.27 4.75 4.90

T O T A L 7,282.60 7,341.76 3,082.34 2,170.44

208

ANNEXURE II

STATEMENT OF PROFIT AND LOSS AS RESTATED (₹ in lakhs)

Sr.


As at

September,

2018

As at March 31,

2018 2017 2016

A INCOME

Revenue from Operations XXV 5,636.34 10,596.54 6,309.71 4,133.75

Other Income XXVI 18.56 29.31 19.94 3.87

Total Income (A) 5,654.91 10,625.85 6,329.65 4,137.62

B EXPENDITURE

Cost of materials consumed XXVII 4,346.87 7,741.44 4,851.61 2,956.73

Changes in inventories of Work-In-Progress XXVIII -393.35 -17.56 -49.47 322.81

Employee benefit expenses XXIX 441.35 624.49 449.98 270.17

Finance costs XXX 151.82 207.40 154.62 114.44

Depreciation and amortization expense XV 34.37 38.68 24.96 25.13

Other Expenses XXXI 559.76 1,023.45 646.63 309.84

Total Expenses (B) 5,140.81 9,617.90 6,078.34 3,999.12

C Profit Before Exceptional and

Extraordinary items and tax 514.10 1,007.95 251.30 138.50


Profit Before Extraordinary items 514.10 1,007.95 251.30 138.50


Profit Before tax 514.10 1,007.95 251.30 138.50

Tax expense :

(i) Current tax 165.65 285.85 92.84 54.01

(ii) Prior Period Taxes - 3.84 - -

(ii) Deferred tax -7.42 -11.42 -7.34 -13.40

E Total Tax Expense (E) 158.24 278.27 85.50 40.61

F Net Profit / (Loss) after tax 355.86 729.69 165.81 97.89







P. Venkat Ratnam




Managing Director

DIN: 02258999


Whole Time Director

DIN: 02259077





Officer

Place: Hyderabad


209

ANNEXURE III

STATEMENT OF CASH FLOW AS RESTATED (₹ in lakhs)

Particulars

As at

September,

2018

As at March 31,

2018 2017 2016


Net Profit before tax as per Profit And Loss account 514.10 1,007.95 251.30 138.50

Adjusted for:

Depreciation & Amortization 34.37 38.68 24.96 25.13

Interest & Financial Charges 151.82 207.40 154.62 114.44



Interest income 18.27 28.94 18.63 3.77

Receipt of Prior Period Income - - - 9.53

Profit on sale of Assets 0.18 0.22 - -

Provision for Bad Debts 41.37

Operating Profit Before Working Capital Changes 735.54 1,261.05 434.16 299.48


Trade Receivables 1,383.20 -3,346.93 -468.06 -425.20

Inventories -826.63 -168.37 7.43 509.25

Short Term Loans and Advances -442.72 -183.41 -230.65 -34.00

Other Current Assets -17.48 -33.51 0.15 -4.90

Long Term Loans and Advances 2.02 -186.03 -152.89 60.28


Trade Payables -790.56 2,214.31 769.05 -25.77

Other Current Liabilities 2.32 48.02 -66.07 56.39

Cash Generated From Operations 45.70 -394.88 293.13 435.51

Direct Tax Paid -113.99 -118.66 -90.36 -50.79

Net Cash Flow from/(used in) Operating Activities: (A) -68.29 -513.54 202.77 384.72


Purchase of Fixed Assets -143.66 -132.12 -42.44 -16.55

Purchase of Investments -7.59 -91.50 -

Sale of Fixed Assets 0.65 0.73 - -

Interest income 18.27 28.94 18.63 3.77

Sale of Non-Current Investments - 1.00 - -

Net Cash Flow from/(used in) Investing Activities: (B) -132.33 -192.96 -23.81 -12.78


Proceeds from issue of share capital Inc of Premium - - - 75.23

Increase / (Decrease) in Long Term Borrowing 14.87 105.71 115.04 -85.51

Increase / (Decrease) in Short Term Borrowing 294.34 954.49 -96.30 204.55

Interest & Financial Charges -151.82 -207.40 -154.62 -114.44

Net Cash Flow from/(used in) Financing Activities ( C) 157.39 852.81 -135.89 79.83

Net Increase/(Decrease) in Cash & Cash Equivalents (A+B+C) -43.23 146.31 43.07 451.76

Cash & Cash Equivalents As At Beginning of the Year 682.09 535.78 492.71 40.94

Cash & Cash Equivalents As At End of the Year 638.86 682.09 535.78 492.71

As per our report of even date attached For and on behalf of the Board of Directors





P. Venkat Ratnam




Managing Director

DIN: 02258999


Whole Time Director

DIN: 02259077





Officer

Place: Hyderabad


210

ANNEXURE- IV

SIGNIFICANT ACCOUNTING POLICIES

(A) Disclosure of Accounting Policies :

a) Basis of Preparation of Standalone Financial Statements:

The Restated Summary Standalone Financial Statements of the Company for the Six months ended 30th September

2018 and for each of the years ended 31 March 2018, 31 March 2017, 31 March 2016, have been prepared using the

historical audited general purpose Standalone financial statements of the Company as at September 30, 2018 and

years ended 31st March, 2018, 2017 and 2016 respectively which were prepared under generally accepted accounting

principles in India (Indian GAAP) and originally approved by the Board of Directors of the Company at that relevant

time.

The Company has prepared the Standalone financial statements to comply in all material respects with the accounting

standards specified under section 133 of the Companies Act, 2013, read with rule 7 of the Companies (Accounts)

Rules, 2014, Companies (Accounting Standards) Amendment Rules, 2016 and other accounting principles generally

accepted in India and the Guidance Note (Revised) on Reports in Company Prospectuses issued by the Institute of

Chartered Accountants of India. The Standalone financial statements have been prepared under the historical cost

convention and on an accrual basis. The accounting policies have been consistently applied by the Company and are

consistent with those adopted in the preparation of financial statement for the Six months ended 30 September 2018

and for the financial years ended 31st March, 2018, 2017 and 2016.

These Standalone financial statements have been prepared using presentation and disclosure requirements of the

Schedule III of Companies Act 2013.

b) Use of Estimates

The preparation of Standalone financial statements in conformity with generally accepted accounting principles

requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and

disclosure of contingent liabilities at the date of the standalone financial statements and the result of operations during

the reporting period. Although these estimates are based upon management’s best knowledge of current events and

actions, actual results could differ from these estimates.

(B) Valuation of Inventories:

Inventories are valued in accordance with the requirements of accounting standard (AS-2) on Valuation of Inventories.

Inventory consists of Solar panels, water pumps, batteries etc., which are valued at lower of cost and net realisable

value after providing for obsolescence and other losses, where considered necessary. Cost comprises of the purchase

price including duties and taxes, freight inwards and other expenditure directly attributable to the acquisition.

(C) Cash Flow Statement:

Cash Flow statement is reported using the indirect method, where by profit before tax is adjusted for the effects of

transactions of non-cash nature, any deferrals or accruals of past or future operating cash receipts or payments and

item of income or expenses associated with investing or financing cash flow. The cash flow from operating, investing

and financing activities of company is segregated based on the available information.

(D) Contingencies and Events Occurring After Balance Sheet Date:

All contingencies and events occurring after the balance sheet date which have a material effect on the financial

position of the company are considered for preparing the Standalone financial statements.

(E) Revenue Recognition:

Revenue is recognized when the significant risks and rewards of ownership have been transferred to the buyer,

recovery of the consideration is reasonably certain, the associated costs and possible return of goods can be estimated

reliably.

211

Revenue from Supply, Erection and Commissioning of Solar Power Equipment is recognised when the equipment is

installed and the same is approved by the appropriate authority.

Revenue presented is net of VAT, Service Tax and GST, to the extent applicable

Interest income is recognised on a time proportion basis taking into account the amount outstanding the rate

applicable.

(F) Property, Plant &Equipment’s:

Property, Plant & Equipment is stated at cost of acquisition and installation, less accumulated depreciation and

impairment losses, if any.

The cost of Property, Plant & Equipment comprises:

a) Its purchase price, including import duties and non–refundable purchase taxes, after deducting trade

discounts and rebates.

b) Any costs directly attributable to bringing the asset to the location and condition necessary for it to be

capable of operating in the manner intended by management.

Method of Depreciation:

Depreciation on Property, plant and equipment is provided based on useful life of the asset prescribed under the

Schedule II of the Companies Act, 2013. Depreciation is provided on Written down value method during these years.

(G) Foreign Currency Transaction:

Foreign currency transactions are recorded at the exchange rates prevailing on the date of the transaction. Monetary

foreign currency assets and liabilities if any, are translated into rupees at the exchange rate prevailing at the balance

sheet date. All exchange differences are dealt with in Profit & Loss Account.

(H) Investments:

Non-current investments are carried at cost less any other-than-temporary diminution in value, determined separately

for each individual investment. The reduction in the carrying amount is reversed when there is a rise in the value of

the investment or if the reasons for the reduction no longer exist. Any reduction in the carrying amount and any

reversal in such reductions are charged or credited to the statement of profit and loss.

Investments, which are readily realizable and intended to be held for not more than one year from the date on which

such investments are made, are classified as current investments. Current investments are stated at lower of cost and

fair market value in the financial statements. Any Profit or loss on disposal of investments and changes in carrying

amount of such investments is disclosed in Profit & Loss account.

(I) Employee Benefits Expense:

i. Short-Term Employee Benefits

The undiscounted amount of short-term employee benefits such as salary, bonus etc., expected to be paid in exchange

for the services rendered by employees are recognised as expense during the period when the employees render the

services.

ii. Post-employment benefits

Defined Contribution Plan

A defined contribution plan is a post-employment benefit plan under which the Company pays specified

contributions to a separate entity. The Company makes specified monthly contributions towards Provident Fund.

The Contributions as specified under the law are paid to respective Regional Provident Fund Commissioner. The

Company’s contribution is recognized as an expense in the Statement of Profit and Loss during the period in

which the employee renders the related service.

212

Defined Benefit Plan

The Company has an obligation towards gratuity, a defined benefit retirement plan covering eligible employees.

The plan provides for a lump sum payment to vested Employees at retirement, death while in employment or on

termination of employment of an amount equivalent to 15 days’ salary payable for each completed year of

service. Vesting occurs upon completion of five years of service.

Gratuity is recognized on the basis of actuarial valuation carried out using projected unit credit method. The

liability for Gratuity is accrued and provided for as determined by an independent actuarial valuation as per the

requirements of Accounting Standard - 15 on “Employee Benefits”.

(J) Borrowing Cost:

Borrowing costs are interest and other costs incurred by an enterprise in connection with the borrowing of funds.

Borrowing costs that are directly attributable to the acquisition or construction of qualifying assets are capitalized as

part of the cost of such assets. A qualifying asset is one that necessarily takes substantial period of time to get ready

for its intended use.

The borrowing cost other than those capitalised as above have been debited to the Statement of Profit and Loss of the

current year.

(K) Segment Reporting:

Segment reporting is not applicable. As the company operates in single segment therefore, Segment reporting was not

made as per AS-17.

(L) Earnings per Share and Diluted Earnings per Share:

Basic earnings/ (loss) per share are calculated by dividing the net profit/ (loss) for the period/ year attributable to

equity shareholders by the weighted average number of equity shares outstanding during the period/ year. The

weighted average number of equity shares outstanding during the period is adjusted for events of bonus issue and

share split.

For the purpose of calculating diluted earnings/(loss) per share, the net profit/(loss) for the period/year attributable to

equity shareholders and the weighted average number of shares outstanding during the period/ year are adjusted for

the effects of all dilutive potential equity shares except where the results will be anti-dilutive. The dilutive potential

equity shares are deemed converted as of the beginning of the period, unless they have been issued at a later date.

In case of Bonus issue, equity shares are issued to existing shareholders for no additional consideration i.e., number

of equity shares outstanding is increased without an increase in resources. The number of equity shares outstanding

before the event is adjusted for the proportionate change in the number of equity shares outstanding as if the event

had occurred at the beginning of the earliest period reported.

(M) Taxes on Income:

Income tax expense comprises current tax expense and the net change in the deferred tax asset or liability during the

year. Current and deferred tax are recognised in statement of profit and loss.

Current Tax:

Current tax expenses are accounted in the same period to which the revenue and expenses relate. Provision for current

income tax is made for the tax liability payable on taxable income after considering tax allowances, deductions and

exemptions determined in accordance with the applicable tax rates and the prevailing tax laws.

Minimum Alternate Tax credit is recognized as an asset only when and to the extent there is convincing evidence that

the company will pay normal income tax during the specified period. Such asset is reviewed at each Balance Sheet

date and the carrying amount of the MAT credit asset is written down to the extent there is no longer a convincing

evidence to the effect that the Company will pay normal income tax during the specified period.

Deferred tax:

213

Deferred tax is recognized on timing differences; being the difference between taxable incomes and accounting

income that originate in one period and are capable of reversal in one or more subsequent periods. The deferred tax

is accounted for using the tax rates and laws that have been substantively enacted as of the balance sheet date.

(N) Intangible Assets:

Intangible assets are recorded at the consideration paid for acquisition including any duties and other taxes (other than

those subsequently recoverable by the enterprise from the taxing authorities), and any directly attributable expenditure

in making the asset ready for its intended use.

Intangible assets are amortized on a Written down value basis over the best estimate of their useful lives, commencing

from the date the asset is available to the Company for its use.

The Management’s estimates of the useful life of Software is 3 years

(O) Impairment of Assets:

The Company assesses at each reporting date as to whether there is any indication that an asset (tangible and

intangible) may be impaired. An asset is treated as impaired, when the carrying cost of the asset exceeds its recoverable

amount. Recoverable amount is higher of an asset’s or cash generating unit’s net selling price and its value in use.

Value in use is the present value of estimated future cash flows expected to arise from the continuing use of an asset

and from its disposal at the end of its useful life.

An impairment loss is charged to Profit and Loss Account in the year in which an asset is identified as impaired. The

impairment loss recognised in prior accounting period is reversed if there has been a change in the estimate of

recoverable amount.

(P) Provisions, Contingent Liabilities and Contingent Assets:

A provision is recognized if, as a result of a past event, the Company has a present legal obligation that is

reasonably estimable, and it is probable that an outflow of economic benefits will be required to settle the

obligation. Provisions are determined by the best estimate of the outflow of economic benefits required to settle

the obligation at the reporting date. Where no reliable estimate can be made, a disclosure is made as contingent

liability. A disclosure for a contingent liability is also made when there is a possible obligation or a present

obligation that may, but probably will not, require an outflow of resources. Where there is a possible obligation

or a present obligation in respect of which the likelihood of outflow of resources is remote, no provision or

disclosure is made.

214

ANNEXURE - V

NOTES TO ACCOUNTS

1. Earnings Per Share: (₹ in lakhs)

Particulars As at Sep 30

2018


2018 2017 2016

I. Net Profit as per Profit & Loss Account available

for Equity Shareholders 355.86 729.69 165.81 97.89

II Weighted Average Number of Equity Shares for

Earnings Per Share Computation

A. For Basic Earnings Per Share of 10 each 28.11 26.01 26.01 22.02

B. For Diluted Earnings Per Share of 10 each: 28.11 26.01 26.01 22.02


- Basic 12.66 28.05 6.38 4.45

- Diluted 12.66 28.05 6.38 4.45

(1) Post-Bonus Issue*

II Weighted Average Number of Equity Shares for

Earnings Per Share Computation

A. For Basic Earnings Per Share of ₹ 10 each 70.28 68.18 68.18 64.19

B. For Diluted Earnings Per Share of ₹10 each: 70.28 68.18 68.18 64.19


- Basic 5.06 10.70 2.43 1.52

- Diluted 5.06 10.70 2.43 1.52

*The Company has made Bonus Issue on November 29, 2018. The Company has Issued Bonus shares in the ratio of

3:2 (i.e. three equity shares of ₹ 10 each for every two fully paid up equity shares of ₹ 10 each) to shareholders. The

EPS (Post Bonus Issue) is also calculated by considering total number of shares after the bonus issue

2. Deferred Tax:

Deferred Tax liability on account of timing difference between taxable income and accounting income for the year is

accounted for by applying the tax rates and laws enacted or substantially enacted as of the balance sheet date. Deferred

Tax Assets are recognized only to the extent of virtual certainty of its realization or adjustment against deferred tax

liability. The company has accounted for Income Tax in compliance with the accounting standards relating Accounting

for Taxes on Income(AS-22) issued by the Institute of Chartered Accountants of India.

(₹ in lakhs)

Particulars As at Sep 30 For the year ended March 31,

2018 2018 2017 2016

Opening Deferred Tax (Liability)/ Asset 24.43 13.01 5.67 -7.73

WDV as per Companies Act 1956 239.28 206.86 113.93 96.46

WDV as per Income Tax Rules 1962 248.20 202.67 109.24 84.17

Temporary timing difference on Assets 8.93 (4.19) (4.69) (12.28)

Timing Difference on Provision for Gratuity 33.78 31.48 19.71 13.15

Timing Difference on Provision for Maintenance 66.64 56.61 32.20 16.87

Timing differences 109.36 83.89 47.22 17.73

Closing Deferred Tax (Liability)/ Asset 31.84 24.43 13.01 5.67

3. Remuneration to Statutory Auditors: ( ₹ in lakhs)


2018


2018 2017 2016

Statutory Audit Fees 2.00 4.00 5.00 5.75

For Other Matters 1.00 1.00 - -

Total 3.00 5.00 5.00 5.75

215

4. Foreign Exchange Earnings & Expenditure: (₹ in lakhs)

5. Disclosures as per "AS - 15 Employee benefits" in respect of defined benefit plan

Changes in Present Value of Defined Benefit obligation are as follows:

(₹ in lakhs)

Particulars For Sep 30

2018


2018 2017 2016

Present Value of Defined benefit obligation at the

beginning of the period

31.48 19.70 13.15 8.78

Interest Cost 1.30 1.53 1.02 0.68

Current Service cost 3.26 5.83 4.51 3.05

Past Service cost 0 8.23 0 0

Benefits paid 0 0 0 0

Actuarial (gains)/losses (2.26) (3.82) 1.03 0.64

Present Value of Defined benefit obligation at the end

of the period

33.79 31.48 19.71 13.15

Amount Recognized in the Balance Sheet (₹ in lakhs)


2018 For the year ended March 31,

2018 2017 2016

Present Value of funded obligation 33.79 31.48 19.71 13.15

Amount Recognized in the Profit & Loss Account (₹ in lakhs)


2018


2018 2017 2016

Interest cost 1.30 1.53 1.02 0.68

Current service cost 3.26 5.83 4.51 3.05

Past service cost 0 8.23 0 0

Expected return on plan asset (0) (0) (0) (0)

Actuarial (Gain)/Loss (2.26) (3.82) 1.03 0.64

Amount included in Employee Benefit Expenses 2.30 11.77 6.56 4.37

Summary of Actuarial assumptions

Particulars For Sep 30 2018 For the year ended March 31,

2018 2017 2016

Discount rate 8.25% p.a 7.75 % p.a 7.75 % p.a 7.75 % p.a

Salary growth rate 5.00% p.a 5.00 % p.a 5.00 % p.a 5.00 % p.a

Mortality IALM 2006-08

Ultimate

IALM 2006-08

Ultimate

IALM 2006-08

Ultimate

IALM 2006-08

Ultimate

Withdrawal rate

5% p.a

(18 to 30 Years)

5% p.a

(18 to 30 Years)

5% p.a

(18 to 30 Years)

5% p.a

(18 to 30 Years)

3.00% p.a.

(30 to 44 Years)

3.00% p.a.

(30 to 44 Years)

3.00% p.a.

(30 to 44 Years)

3.00% p.a.

(30 to 44 Years)

2.00% p.a.

(44 to 60 Years)

2.00% p.a.

(44 to 60 Years)

2.00% p.a.

(44 to 60 Years)

2.00% p.a.

(44 to 60 Years)

6. Details of dues to micro, small and medium enterprises as defined under the MSMED Act, 2006:


2018


2018 2017 2016

Earnings in Foreign Exchange - -

Expenditure in Foreign Exchange 3.40 1.71 - -

Total 3.40 1.71 - -

216

To the extent of information available, the company has no overdue amounts outstanding to any micro, medium and small

scale enterprises.

7. The management has confirmed that adequate provisions have been made for all the known and determined

liabilities and the same is not in excess of the amounts reasonably required.

8. Previous year figures have been re-grouped and reclassified wherever necessary to confirm to the current year

classification.

217

ANNEXURE VI

Notes on Material adjustments and regroupings to Restated Summary Statements (₹ in lakhs)

Particulars As at September As at March 31,

2018 2018 2017 2016

Profit/(Loss) after tax (as per Audited Financial

Statements) 350.81 698.46 180.78 111.16

Restatement Adjustments:

Prior Period Revenue Restated ( Ref Note A) -9.53

Expenses

Provision for Diminution ( Ref Note B) 0.39 -0.39 - -

Provision for Gratuity ( Ref Note C) - 19.71 -6.56 -4.37

Provision for Maintenance ( Ref Note D) 26.61 5.59 -15.33 -11.28

Depreciation Adjustment ( Ref Note E) -12.67 6.25 2.78 2.80

Items to be considered as Fixed assets charged to

Revenue ( Ref Note F) -4.07 4.07

Deferred Tax restated ( Ref Note G) -12.30 -0.18 4.14 9.10

Prior Period Tax ( Ref Note H) 7.10 -3.84

Total Adjustments 5.05 31.22 -14.97 -13.27

Restated profit/(loss) after tax (I+II) 355.86 729.69 165.81 97.89

The above statement should be read with the notes to restated summary statement of assets and liabilities, profits and

losses and cash flows

A) Revenue pertaining to earlier period is restated and corresponding adjustments was made to opening

Reserves as on 01.04.2015

B) As per AS 13, Current Investments are carried in financial statements at lower of cost and fair value. During

the restatement of Accounts, the Company has restated the investments at market value which is lower than

cost

C) In the financial statements for the year ended March 31, 2018, March 31, 2017, March 31, 2016, the company

has not provided provision for Gratuity. For the purpose of restated summary of financial statements,

Provision for Gratuity was made according to the Actuarial Valuation report as per AS 15 for the respective

financial years.

D) In the financial statements for the year ended March 31, 2018, March 31, 2017, March 31, 2016, the company

has not provided provision for Maintenance. For the purpose of restated summary of financial statements,

Provision for Maintenance was made according to the Estimates of Management for the respective financial

years.

E) During the restatement of Accounts, the Company has reversed Depreciation which was provided excess at

earlier periods

F) During the process of restatement of Accounts, Company has capitalized the expenses which was attributed

to the Intangible assets and consequently there is change in calculation of depreciation and assets

G) Deferred tax has been computed on adjustments made as detailed above and has been adjusted in the restated

profit and loss for the years ended, March 31,2018, March 31, 2017, March 31, 2016. The tax rate applicable

to the respective years has been used to calculate the deferred tax impact on adjustments made to the

respective years.

H) The Company received demand notice on 19/05/2017 from the Income Tax Department for Rupees

3,83,880/- for the Financial Year 2013-14, The liability for the same was recognised in the Restated Financial

Statements

218

ANNEXURE VII

RESTATED STATEMENT OF SHARE CAPITAL (₹ in lakhs)

Particulars As at September,

2018

As at March 31,

2018 2017 2016

SHARE CAPITAL

Authorized:


Number of Shares 35.00 35.00 15.00 15.00

Amount (₹ in lakhs) 350.00 350.00 150.00 150.00

Issued, Subscribed & Fully paid up


Number of Shares 28.11 28.11 13.00 13.00

Amount (₹ in lakhs) 281.13 281.13 130.05 130.05

Reconciliation of number of shares outstanding at the end of year

Particulars

As at

September,

2018

As at March 31,

2018 2017 2016

Equity Shares

Equity shares at the beginning of the year

of 10/- each 28.11 13.00 13.00 10.00

Add: Equity shares issued - 2.10 - 3.00

Add: Bonus shares issued - 13.00 - -

Less: Reduction in share capital - - - -

Equity Shares at the end of the year 28.11 28.11 13.00 13.00

Details of Shareholders holding more than 5% of Shares in the company


2018

As at March 31,

2018 2017 2016

Y.Anshuman

Number of Shares held 18,10,808 18,10,808 8,70,000 8,70,000

% of Share Holding 64.41% 64.41% 66.90% 66.90%

Y. V. Ravindra

Number of Shares held 4,14,000 4,14,000 2,07,000 2,07,000

% of Share Holding 14.73% 14.73% 15.92% 15.92%

Mayur Mehta

Number of Shares held - 1,99,900 99,950 99,950

% of Share Holding - 7.11% 7.69% 7.69%

Dr. Pariplavi

Number of Shares held 3,03,042 1,87,042 50,000 50,000

% of Share Holding 10.78% 6.65% 3.84% 3.84%

219

Note:

1) The company has only one class of equity shares having a par value of 10/- per Share. Each holder of equity

share is entitled for one vote per share. In the event of liquidation, the equity shareholders are eligible to

receive the remaining assets of the Company after distribution of all preferential amounts in proportion to

their shareholdings.

2) During the year 2017-18, pursuant to the shareholders' approvals under Section 63 and other applicable

provisions of the Act, the Company has issued bonus shares in the ratio of 1:1 (i.e. one bonus equity share

of 10 each for every five fully paid up equity shares of 10 each), to the shareholders on record date of March

20, 2018, by capitalizing existing reserves to the extent of Rupees ₹ 130.05 lakhs

Annexure-VIII

RESTATED STATEMENT OF RESERVES AND SURPLUS (₹ in lakhs)


2018

As at March 31,

2018 2017 2016

Security Premium

Opening Balance 90.42 174.18 174.18 54.00


Add: Premium on share capital - 46.28 - 120.18

Less: Issue of Bonus Shares During The period - 130.05 - -

Total (a) 90.42 90.42 174.18 174.18

Profit & Loss A/c

(i) Opening Balance 1,202.29 472.60 306.79 216.93


Add: Excess Depreciation 0.84

Add Prior period Income Recognised in FY 2015-16 9.53

Add: Profit for the year 355.86 729.69 165.81 97.89

Less: Provision for Gratuity for Previous Years 8.78

Less: Provision for Maintenance for Previous Years 5.58

Less: Provision for Prior Period Taxes 3.26

Less: Adj of deferred tax 0.76

Total (b) 1,558.15 1,202.29 472.60 306.79

Total Reserves (a+b) 1,648.57 1,292.70 646.79 480.98

ANNEXURE - IX

RESTATED STATEMENT OF LONG TERM BORROWINGS (₹ in lakhs)

Particulars

As at

September,

2018

As at March 31,

2018 2017 2016

(i) Secured Loans

(a) Term Loans

From Banks 88.41 71.18 3.16 4.31

From Others

(ii) Unsecured Loans

(a) From Banks - - 18.66 -

(b) From Others 206.01 121.01 28.01 28.13

(c) Loans from Related Parties 20.65 96.27 206.32 127.93

Total 315.06 288.46 256.14 160.37

220

Details of Vehicle Loans from Banks are as follows:

Name of the

Lender

Date of

Sanction

Amount

Sanctioned

Amount O/s as

at Sep 30 2018

Repayment

Schedule Details of Security

HDFC Bank 27-06-2017 8.95 7.21

Repayable in 60

Monthly instalments

of 18,690/-.

Hypothecation of

Vehicle Purchased

Through Loan

HDFC Bank 03-05-2018 14.63 13.43

Repayable in 60

Monthly instalments

of 30,017/-.

Hypothecation of

Vehicle Purchased

Through Loan

HDFC Bank 03-05-2018 16.00 14.69

Repayable in 60

Monthly instalments

of 32,827/-.

Hypothecation of

Vehicle Purchased

Through Loan

HDFC Bank 19-12-2017 20.14 17.62

Repayable in 60

Monthly instalments

of 41,079/-.

Hypothecation of

Vehicle Purchased

Through Loan

HDFC Bank 06-06-2017 4.50 1.19

Repayable in 35

Monthly instalments

of 15,740/-.

Hypothecation of

Vehicle Purchased

Through Loan

HDFC Bank 09.05.2017 9.06 6.38

Repayable in 60

Monthly instalments

of 22,405/-.

Hypothecation of

Vehicle Purchased

Through Loan

YES Bank 23-03-2018 21.48 19.64

Repayable in 60

Monthly instalments

of 43,915/-.

Hypothecation of

Vehicle Purchased

Through Loan

HDFC Bank 25-06-2018 5.00 4.76

Repayable in 36

Monthly instalments

of 16,077/-.

Hypothecation of

Vehicle Purchased

Through Loan

YES Bank 18-09-2018 23.70 23.70

Repayable in 60

Monthly instalments

of 47,311/-.

Hypothecation of

Vehicle Purchased

Through Loan

Details of Unsecured Loans from Banks

Name of the

Lender

Date of

Sanction

Amount

Sanctioned

Amount O/s

as at Sep 30

2018

Repayment

Schedule Details of Security

Standard

Chartered Bank 01-01-2017 50.00 2.81

Repayable in 24

Monthly

instalments of

2,42,671 NA

ANNEXURE - X

RESTATED STATEMENT OF LONG TERM PROVISIONS ( ₹ in lakhs)


2018

As at March 31,

2018 2017 2016



Total 83.38 73.26 43.88 26.01

ANNEXURE - XI

RESTATED STATEMENT OF SHORT TERM BORROWINGS (₹ in lakhs)


2018

As at March 31,

2018 2017 2016

221

Loans Repayable on Demand

From Banks 1,377.39 1,171.35 404.03 500.33

From Other Parties 275.47 187.18 - -

Loans & Advances from Related Parties - - - -

Total 1,652.87 1,358.53 404.03 500.33

Details of Short Term Borrowings

Name of the

Lender

Date of

Sanction

Amount

Sanctioned

Amount O/s

as at Sep

30,2018

Repayment Schedule Details of Security

Union Bank Of

India 07.10.2017 1,400.00 1,377.39 On Demand

Exclusive Charge on

Stocks, Work in Progress,

Book Debts & Other

Current Assets of the

Company.

National Small

Industries

Corporation 03.03.2018 300.00 275.47

Taken under raw

material assistance

scheme need to be

repaid within 90 days

of date of payment to

creditors by NSIC Bank Guarantee

ANNEXURE - XII

RESTATED STATEMENT OF TRADE PAYABLES (₹ in lakhs))


2018

As at March 31,

2018 2017 2016

Dues to Micro, Small and Medium Enterprises

Dues to Others 2,958.93 3,749.48 1,535.17 766.12

Total 2,958.93 3,749.48 1,535.17 766.12

ANNEXURE - XIII

RESTATED STATEMENT OF OTHER CURRENT LIABILITIES (₹ in lakhs)


2018

As at March 31,

2018 2017 2016

Current maturities of long-term debt 23.02 34.76 28.68 9.41

Advances from customers - - - 54.80

Other liabilities 75.94 73.62 21.77 33.03

Total 98.96 108.38 50.44 97.25

ANNEXURE - XIV

RESTATED STATEMENT OF SHORT TERM PROVISIONS (₹ in lakhs)


2018

As at March 31,

2018 2017 2016

Provision for Income tax 226.66 175.00 7.81 5.33



Total 243.72 189.83 15.84 9.34

ANNEXURE - XV

222

DETAILS OF FIXED ASSETS AS RESTATED: (₹ in lakhs)

Particulars

As at

September,

2018

As at March 31,

2018 2017 2016

Building

Opening Balance 35.25 35.25 35.25 35.25

Addition during the year - - - -

Reduction during the year - - - -

Closing Balance( Gross value) 35.25 35.25 35.25 35.25

Depreciation During the year 0.69 1.37 1.44 1.51

Accumulated Depreciation 6.24 4.87 3.43 1.92

Closing Balance 28.32 29.01 30.38 31.82

Tools & Testing Equipment’s

Opening Balance 21.69 21.41 5.82 0.63

Addition during the year - 0.27 15.60 5.18





Closing Balance 14.44 15.84 18.76 5.15

Particulars

As at

September,

2018

As at March 31,

2018 2017 2016

Furniture & Fixtures

Opening Balance 16.36 12.62 3.59 2.54

Addition during the year 0.61 3.74 9.03 1.05





Closing Balance 9.15 9.77 8.90 2.06

Vehicles

Opening Balance 181.60 85.73 79.66 79.66

Addition during the year 33.64 95.87 6.07 -

Reduction during the year 4.82 - - -




Closing Balance 122.99 106.42 26.08 29.83

Computers & Peripherals

Opening Balance 39.01 24.10 18.76 15.17


Reduction during the year - 1.14 - -



223


Closing Balance 11.04 14.50 6.34 4.76

Office Equipment

Opening Balance 22.62 19.16 15.72 12.44






Closing Balance 26.14 5.96 5.85 4.69

224

ANNEXURE - XVI

RESTATED STATEMENT OF NON-CURRENT INVESTMENTS (₹ in lakhs)

Particulars

As at

September,

2018

As at March 31,

2018 2017 2016

Unquoted Investments (Measured at cost)

Fortis Infra Projects Private Limited (Fully Paid up) (Face Value 10/-

per Share) - - 1.00 1.00


2018

As at March 31,

2018 2017 2016

Two Wheelers Hero Honda

Opening Balance 4.94 3.87 3.87 0.99

Addition during the year - 1.07 - 2.88






Mobile Phone

Opening Balance 13.06 7.94 4.98 4.40







Solar Photovoltoic Power System

Opening Balance 21.84 21.84 21.84 21.84

Addition during the year - - - -





Closing Balance 7.81 8.50 10.14 12.15

Software

Opening Balance 6.55 - - -

Addition during the year 6.10 6.55 - -


Closing Balance( Gross value) 12.65 6.55 - -

Depreciation During the year 3.41 1.59 - -

Accumulated Depreciation 1.59 - - -

Closing Balance 7.65 4.96 - -

Additions during the Year 67.24 132.12 42.44 16.55

Gross Block 425.33 362.91 231.93 189.49

Depreciation for the Year 34.37 38.68 24.96 25.13

Total Accumulated Depreciation 151.68 117.36 93.03 67.90

Net Block 239.28 206.87 113.93 96.46

Tangible Assets 231.63 201.91 113.93 96.46

Intangible Assets 7.65 4.96 - -

225

Total - - 1.00 1.00

ANNEXURE - XVII

RESTATED STATEMENT OF DEFERRED TAX ASSET (₹ in lakhs)


2018

As at March 31,

2018 2017 2016

Opening Balance 24.43 13.01 5.67 -7.74

Add/Less: Changes during the year 7.42 11.42 7.34 13.40

Total 31.85 24.43 13.01 5.67

ANNEXURE - XVIII

RESTATED STATEMENT OF LONG TERM LOANS AND ADVANCES (₹ in lakhs)


2018

As at March 31,

2018 2017 2016

Unsecured-Considered good

EMD, Security& Other Deposits 358.50 360.52 174.49 21.61

Total 358.50 360.52 174.49 21.61

ANNEXURE - XIX

RESTATED STATEMENT OF CURRENT INVESTEMENTS (₹ in lakhs)


2018

As at March 31,

2018 2017 2016

a) Investments in Equity Instruments

b) Investments in Mutual Funds 99.09 91.50 - -

Total 99.09 91.50 - -

ANNEXURE - XX

RESTATED STATEMENT OF INVENTORIES (₹ in lakhs)


2018

As at March 31,

2018 2017 2016

Raw materials 689.00 255.73 104.92 161.82

Work-in-progress 473.88 80.53 62.97 13.50

Total 1,162.88 336.25 167.88 175.32

ANNEXURE - XXI

RESTATED STATEMENT OF TRADE RECEIVABLES (₹ in lakhs)


2018

As at March 31,

2018 2017 2016

Trade Receivables

O/s less than six months


Unsecured, considered good 3,391.60 4,729.55 1,662.92 1,185.31

O/s more than six months


Unsecured, considered good 261.85 307.10 26.81 36.36

226

Less: Provision for Bad debts -41.37 - - -

T O T A L 3,612.09 5,036.66 1,689.73 1,221.67

ANNEXURE - XXII

RESTATED STATEMENT OF CASH & CASH EQUIVALENTS (₹ in lakhs)

Particulars

As at

September,

2018

As at March 31,

2018 2017 2016

Cash and Cash Equivalents

Cash in hand 1.66 0.21 9.70 18.41

Balances with Banks 38.90 63.58 100.32 160.91

Cash with Restricted use in Deposit& Other Accounts 598.30 618.30 425.76 313.39

Total 638.86 682.09 535.78 492.71

ANNEXURE XXIII

RESTATED STATEMENT OF SHORT TERM LOANS AND ADVANCES (₹ in lakhs)

Particulars

As at

September,

2018

As at March 31,

2018 2017 2016

Balances with Revenue Authorities 178.47 132.64 - -

Advances to suppliers 38.45 10.59 176.54 101.28

EMD, Security, Rental & Other Deposits 790.97 421.94 205.21 49.83

Total 1,007.89 565.17 381.76 151.11

ANNEXURE XXIV

RESTATED STATEMENT OF OTHER CURRENT ASSETS (₹ in lakhs)

Particulars

As at

September,

2018

As at March 31,

2018 2017 2016

Employee Advances 23.81 13.86 4.75 4.90

Others 31.94 24.40 - -

Total 55.75 38.27 4.75 4.90

ANNEXURE XXV

RESTATED STATEMENT OF REVENUE FROM OPERATIONS (₹ in lakhs)

Particulars

As at

September,

2018

As at March 31,

2018 2017 2016

Revenue From Contracts 5,636.27 10,593.10 6,305.89 4,127.81

Other operating revenue 0.08 3.45 3.82 5.94

Total 5,636.34 10,596.54 6,309.71 4,133.75

227

ANNEXURE XXVI

RESTATED STATEMENT OF OTHER INCOME (₹ in lakhs)

Particulars

As at

September,

2018

As at March 31,

2018 2017 2016

Interest Received on FD 18.27 28.94 18.63 3.77

Other non-operating income 0.30 0.37 1.31 0.10

Total 18.56 29.31 19.94 3.87

ANNEXURE XXVII

RESTATED STATEMENT OF COST OF MATERIALS CONSUMED (₹ in lakhs)

Particulars

As at

September,

2018

As at March 31,

2018 2017 2016

Opening Raw materials 255.73 104.92 161.82 348.26

Add : Purchases made during the year 4,780.14 7,892.25 4,794.71 2,770.28

Less : Closing Raw materials 689.00 255.73 104.92 161.82

Cost of Materials Consumed 4,346.87 7,741.44 4,851.61 2,956.73

ANNEXURE XXVIII

RESTATED STATEMENT OF CHANGES IN INVENTORIES (₹ in lakhs)

Particulars

As at

September,

2018

As at March 31,

2018 2017 2016

Opening stock of inventories

Work- in- progress 80.53 62.97 13.50 336.31

Total 80.53 62.97 13.50 336.31

Closing stock of inventories

Work- in- progress 473.88 80.53 62.97 13.50

Total 473.88 80.53 62.97 13.50

Increase / (Decrease) In Stocks -393.35 -17.56 -49.47 322.81

ANNEXURE XXIX

RESTATED STATEMENT OF EMPLOYEE BENEFITS EXPENSES (₹ in lakhs)

Particulars

As at

September,

2018

As at March 31,

2018 2017 2016

Salaries, wages and bonus 386.22 524.02 406.43 258.37

Contribution to provident and other funds 23.38 34.01 23.95 8.67

Staff welfare expense 31.74 66.45 19.60 3.13

Total 441.35 624.49 449.98 270.17

228

ANNEXURE XXX

RESTATED STATEMENT OF FINANCE COST (₹ in lakhs)

Particulars

As at

September,

2018

As at March 31,

2018 2017 2016

Interest expense-Banks 93.29 134.53 91.18 50.13

Interest expense-Others 1.13 0.54 10.07 1.21

Other borrowing costs and charges 57.40 72.32 53.38 63.10

Total 151.82 207.40 154.62 114.44

ANNEXURE

XXXI

RESTATED STATEMENT OF DETAILS OTHER EXPENSES (₹ in lakhs)

Particulars

As at

Septem

ber,

2018

As at March 31,

2018 2017 2016

Power, Fuel& Water 16.11 16.58 7.79 12.46

Work contract expenses 270.49 612.67 337.28 79.92

Rent 20.05 26.06 21.45 15.14

Insurance 14.62 16.01 11.12 12.40

Auditor's Remuneration 3.00 5.00 5.00 5.75

Rates and Taxes - 2.11 8.80 6.58

Freight& Postage Charges 20.92 35.77 35.21 24.96

Travelling& Conveyance 46.89 74.19 49.89 55.10

Legal& Professional charges 9.43 58.64 16.29 10.03

Printing and Stationary 4.39 26.49 3.59 2.82

Repairs and Maintenance 26.56 34.67 49.50 21.74

Telephone& Internet Charges 8.48 23.81 20.01 9.61

Legal, Inspection, Registration & Renewals Charges 8.60 8.86 4.11 8.59

Commission &brokerage 0.16 13.52 - -

Tender fees 27.88 10.57 7.94 1.83

Selling& Distribution Expenses 17.20 23.09 41.66 24.76


General(Misc.) Expenses 13.60 11.01 11.64 6.90

Provision for Bad Debts 41.37 - - -

Total 559.76 1,023.45 646.63 309.84

ANNEXURE - XXXII

STATEMENT OF RELATED PARTY TRANSACTION:

1. Managerial Remuneration

(₹ in lakhs)

Particulars

As at

September,

2018

As at March 31,

2018 2017 2016


Salaries & allowances 114.00 144.00 96.00 78.00

Other fees - - -

Sitting fees - - -

Non Whole time Directors Remuneration

Sitting fees - - -

Total 114.00 144.00 96.00 78.00

2. Directors/KMP's

229


September 30, 2018 2018 2017 2016

Anshuman Yenigalla Anshuman Yenigalla Anshuman Yenigalla Anshuman Yenigalla

Venkata Yenigalla

Ravindra

Venkata Yenigalla

Ravindra

Venkata Yenigalla

Ravindra

Venkata Yenigalla Ravindra

- Ramchand Kolli Ramchand Kolli Ramchand Kolli

Pariplavi Mokkapati - - -

Sannapaneni Sudheer - - -




Jhansi Yenigalla Mother of Venkata Ravindra Yenigalla











For six months

ended


September 30,

2018

2018 2017 2016

- Attis Green Energy






- Fortis Infra Projects

Private Limited


Private Limited

Fortis Infra Projects Private

Limited

- Novus Green Power

Private Limited

Novus Green Power

Private Limited

Novus Green Power Private

Limited

- Zentech Enable Private

Limited


Limited


Limited

Attis Green Energy

Solutions Private

Limited

Attis Green Energy


Attis Green Energy


Attis Green Energy Solutions

Private Limited


Directors/KMP's: (₹ in lakhs)

Nature of Transaction/ Name of the Related

Party

As at

September

30, 2018


2018 2017 2016

Expenses

Remuneration 114.00 144.00 96.00 78.00

Loans from Directors/KMP's

Opening balance 14.82 187.85 59.70 166.03

Additions/(Repayment) 5.83 (173.03) 128.15 (106.33)

Outstanding 20.65 14.82 187.85 59.70

230


ANNEXURE – XXXIII

STATEMENT OF CONTINGENT LIABILITIES

Particulars

As at

September

30, 2018


2018 2017 2016

Bank Guarantee 1,944.60 2,266.22 1,193.46 1,163.65

Letter of credit 238.06 249.98 214.45 -

Against pending litigations 11.78 11.78 11.78 11.78

Demand under APVAT Act for which appeal is

pending with Appellate Deputy commissioner,

Tirupathi - - 27.95 -

Claims against the company not acknowledged as

debt in respect of commercial tax 32.33 32.33 19.15 -

Total 2,226.77 2,560.31 1,466.79 1,175.43

ANNEXURE XXXIV

STATEMENT OF CAPITALISATION (₹ in lakhs)

Particulars Pre Issue Post Issue

Borrowings Short term debt (A) 1,652.87 [●]

Long Term Debt (B) 338.08 [●]

Total debts (C=A+B) 1,990.95 [●]

Shareholders’ funds Equity share capital (D) 281.13 [●]

Reserve and surplus - as restated (E ) 1,648.57 [●]

Total shareholders’ funds (F=D+E) 1,929.69 [●]

Long term debt / shareholders’ funds 0.18 [●]

Total debt / shareholders’ funds 1.03 [●]

Annexure – XXXV

STATEMENT OF ACCOUNTING RATIOS AS RESTATED ( ₹ in lakhs)

Particulars

As at

September,

2018

As at March 31,

2018 2017 2016

Restated PAT as per P & L Account 355.86 729.69 165.81 97.89

Actual Number of Equity Shares outstanding at

the end of the year 28.11 28.11 13.00 13.00

Weighted Average number of Equity Shares at the

end of the year (Before Bonus Issue) 28.11 26.02 26.01 22.02

Weighted Average number of Equity Shares at the

end of the year(Post Bonus Issue)* 70.28 68.18 68.18 64.19

Nature of Transaction/ Name of the Related Party

As at

September

30, 2018


2018 2017 2016

Expenses

Remuneration

Loans taken from Relatives of Directors/ KMP's

Opening balance 81.46 18.47 68.23 123.88

Additions/(Repayment) (81.46) 62.99 (49.76) (55.65)

Outstanding Nil 81.46 18.47 68.23

231

Share Capital 281.13 281.13 130.05 130.05

Reserves & Surplus 1,648.57 1,292.70 646.79 480.98

Net Worth 1,929.69 1,573.83 776.83 611.02

Earnings Per Share:

Basic & Diluted (Before Bonus Issue) 12.66 28.05 6.38 4.45

Basic & Diluted (Post Bonus Issue) 5.06 10.70 2.43 1.52

Return on Net Worth (%) 18.44% 46.36% 21.34% 16.02%

Net Asset Value Per Share () - based on actual no.

of equity shares at the end of the year 68.64 55.98 59.74 46.99

Nominal Value per Equity share () 10.00 10.00 10.00 10.00

*The Company has made Bonus Issue on November 29, 2018. The Company has Issued Bonus shares in the

ratio of 3:2 (i.e. three equity shares of Rs.10 each for every two fully paid up equity shares of Rs.10 each) to

shareholders. The EPS (Post Bonus Issue) is also calculated by considering total number of shares after the bonus

issue

Statement of Tax Shelter ANNEXURE – XXXVI

(₹ in lakhs)

Particulars

As at

September

30, 2018

As at March 31,

2018 2017 2016

NORMAL TAX

Income Tax Rate (%) 29.12 28.84 31.96 33.06

Restated Income before tax as per books (A) 514.10 1,007.95 251.30 138.50

Total Incomes considered separately (B) - - - -

Restated Profit other than income considered separately

(C)=(A-B) 514.10 1,007.95 251.30 138.50

Tax Adjustment

Permanent Differences

Section 40 Disallowance - 2.68 - -

Section 37 Disallowance 41.29 6.99 - -

Total Permanent Differences (D) 41.29 9.68 - -

Timing Differences

Book Depreciation (a) 34.37 38.68 24.96 25.13

Income Tax Depreciation allowance (b) 21.26 30.71 17.37 14.02

Section 43B Disallowance ( c) 12.34 36.18 21.89 15.65

Total Timing Differences (E=a-b+c) 25.45 44.14 29.48 26.77

Income From Business or Profession (F)=(C+D+E) 580.84 1,061.77 280.79 165.26

Taxable income from other sources (G) - - - -

Taxable Income/(Loss) (F+G) 580.84 1,061.77 280.79 165.26

Unabsorbed Losses - - - -

Gross Total Income 580.84 1,061.77 280.79 165.26

Deductions under chapter VI-A 15.67 16.71 - -

Taxable Income 567.20 1,045.06 280.79 165.26

Tax on Total Income 164.58 301.40 89.74 54.64

MINIMUM ALTERNATE TAX

Minimum Alternate Tax Rate (%) 21.55 21.34 20.39 20.39

Restated Income before tax as per books (A) 514.10 1,007.95 251.30 138.50

Book Profit u/s 115JB 514.10 1,007.95 251.30 138.50

MAT on Book Profit 110.78 215.11 51.24 28.24

Tax paid as per normal or MAT Normal Normal Normal Normal

Total Tax as per Return 165.65 300.33 89.74 57.79

Difference (1.07) 1.06 (0.00) (3.15)

232

OTHER FINANCIAL INFORMATION

The Standalone Financial Statements do not constitute, (i) a part of this Draft Red Herring Prospectus; or (ii) a

prospectus, a statement in lieu of a prospectus, an offering circular, an offering memorandum, an advertisement, an

offer or a solicitation of any offer or an offer document to purchase or sell any securities under the Companies Act,

2013, the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirement) Regulations, 2018,

or any other applicable law in India or elsewhere in the world. The Standalone Financial Statements should not be

considered as part of information that any investor should consider to subscribe for or purchase any securities of our

Company or any of its subsidiaries, or any entity in which it or its shareholders have significant influence (collectively,

the “Group”) and should not be relied upon or used as a basis for any investment decision. None of the Group or any

of its advisors, nor any BRLMs, nor any of their respective employees, directors, affiliates, agents or representatives

accept any liability whatsoever for any loss, direct or indirect, arising from any information presented or contained in

the Standalone Financial Statements, or the opinions expressed therein.

For details of accounting ratios, see “Financial Statements – Annexure XXXV Restated Standalone Statement of

Accounting Ratio” on page no177 of this Draft Red Herring Prospectus.

233

CAPITALISATION STATEMENT

STATEMENT OF CAPITALISATION

(₹ in Lakhs)

Particulars Pre Issue Post Issue

Borrowings

Short term debt (A) 1,652.87 [●]

Long Term Debt (B) 338.08 [●]

Total debts (C=A+B) 1,990.95 [●]

Shareholders’ funds

Equity share capital (D) 281.13 [●]

Reserve and surplus - as restated (E ) 1,648.57 [●]

Total shareholders’ funds (F=D+E) 1,929.69 [●]

Long term debt / shareholders’ funds 0.18 [●]

Total debt / shareholders’ funds 1.03 [●]

234

MANAGEMENT DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION

AND RESULTS OF OPERATION

The following discussion and analysis of our financial condition and results of operations are based on, and should

be read in conjunction with the Restated Financial Statements, the notes and significant accounting policies thereto

and the reports thereon in “Financial Statements” beginning on page 177 which have been prepared in accordance

with Accounting Standard, the Companies Act and the SEBI ICDR Regulations.

Our financial statements, as included in this Draft Red Herring Prospectus, for the six months ended September 30,

2018, were prepared in accordance with Accounting Standard and restated in accordance with the requirements of

SEBI ICDR Regulations, and for the financial years ended March 31, 2018, 2017 and 2016 were prepared in

accordance with Indian GAAP. We have not attempted to quantify the impact of IFRS or U.S. GAAP on the financial

information included in this Draft Red Herring Prospectus, nor do we provide a reconciliation of our financial

statements to those under U.S. GAAP or IFRS. Accordingly, the degree to which the financial information included

in this Draft Red Herring Prospectus will provide meaningful information depends on the reader’s level of familiarity

with the Companies Act, Accounting Standard and the SEBI ICDR Regulations. Any reliance on the financial

disclosure in this Draft Red Herring Prospectus, by persons not familiar with Indian accounting practices, should

accordingly be limited

Our fiscal year ends on March 31 of each year. Accordingly, unless otherwise stated, all references to a particular

Fiscal are to the 12-month period ended March 31 of that year.

This discussion also contains certain forward-looking statements and reflects our management’s current views with

respect to future events and our financial performance. Actual results may differ materially from those anticipated in

these forward looking statements. By their nature, certain market risk disclosures are only estimates and could be

materially different from what actually occurs in the future. As a result, actual future gains or losses could materially

differ from those that have been estimated. Given these uncertainties, prospective investors should not place undue

reliance on such forward-looking statements. Factors that could cause or contribute to such differences include, but

are not limited to, those discussed in the sections titled “Risk Factors”, “Forward Looking Statements” and “Our

Business” on pages 22, 16 and 115, respectively.

Overview

We are founded in 2009 at Secunderabad, Telengana as a Private company, limited by Shares under the provisions of

the Companies Act, 1956. For further details, see “History and Certain Corporate Matters” beginning on page 152

of this Draft Red Herring Prospectus. We are primarily engaged in EPC contracts of setting-up of Solar Photovoltaic

Water pumps, which include supplying, installing, and commissioning of the pump system. We have been ranked at

8th Position among EPC contractors across the country according to the report published by leading external

publishing agency – Bridge to India.

We are promoted by Mr. Anshuman Yenigalla and Mr. Venkata Ravindra Yenigalla and each of our promoters are

well experienced in Solar Industry. In solar pumping system, we have installed more than 6000 numbers of pumps up

to 30th November 2018 with wide range of systems of DC Solar Pump and AC Solar Pump. In addition to the above

Novus Green also started providing consultancy services for acquiring projects and tender bidding after identifying

competent client on tender-to-tender basis.

We are also engaged in the installation of integrated Solar Power Projects/ Systems as an EPC contractor and installed

15MWp of solar power plants and more than 6000 solar water pumping systems up to 30th November 2018. We are

one of the prime player in the setting-up captive integrated solar power systems.

In the year 2009, our company has Installed First Solar System of 2kwp followed by first 100kwp captive solar power

plant in 2012. In the year of 2013, we have set up India’s first biggest captive 1.1 MWp solar power plant in Raipur ,

which was inaugurated by Mr. Farooq Abdullah, Hon’ble Union Minister for New and Renewable Energy and Mr.

Raman Singh, Hon’ble Chief minister of Chhattisgarh.

We have got registered with MNRE Channel Partner to get direct subsidy for Solar Water Pump System in all over

India. Novus Green is a System Integrator of Solar PV Water Pumping System. We have ISO and IEC certifications

and Valid Test Report as per MNRE specifications and empanelled under NABARD programme for implementing

235

solar water pumping systems. Novus Green has got certifications of ISO 9001:2015 and ISO 14001:2015 for EPC for

Solar Power Plants and Solar Water Pumping Systems.

The chart below illustrates the growth of our portfolio from our first project to the date of this Draft Red Herring

Prospectus:

For a description of our activities, operational solar power projects, under construction solar power projects, and

committed solar power projects, equipment suppliers, competition, management, etc., see “Business”, “Industry

Overview” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations”

beginning on page 115, 87 and 234 respectively.

We are since its inception starts operates as an EPC contractor and serving in the field of supply, installation and

commissioning of water pump system and SPV power plants.

We have categorized our EPC service in four main elements:

Project Planning : Scope, Schedule & Resources.

Project Development : Site Survey, Systems Design

Project Implementation : Design, Build, Test & Training

Project Operation & Maintenance: 24 * 7 Support

236

The process flow of each Vertical EPC, Solar Water Pump as well as integrated Solar Power Projects/ Systems is:

Business Development Department

237

Designing Department

Purchase Department

Installation and Commissioning Department

Billing Department

Service Department

Process for operating Solar water pump:

Solar water pump or a solar photovoltaic water pumping system is a system powered by solar energy. It is just like

the traditional electric pump with the only exception that it uses solar energy instead of non-renewable energy for its

operation.

It consists of one or more solar panels, also known as solar photovoltaic modules, a motor pump set, electronic controls

or a controller device to operate the pump, the required hardware.

When sunlight falls on the solar panels it produces direct current (DC) which then feeds the motor to pump out the

water. However, in the case where the motor requires an alternating current (AC), the DC produced by solar panels

is converted to AC using an inverter

Following Diagram gives a clear view on the process for operating Solar water pump

238

Significant factors affecting our results of operations and financial condition

We believe that the following factors significantly affect our results of operations and financial condition during the

periods under review and may continue to affect our results of operations and financial condition in the future as

well:

Price of Solar Panel in Global Market

Prices of solar PV panels have fallen considerably in the last decade, which has given boost to commercialisation of

solar technology. Due to reduced price, solar technology has becomes more competitive.

Government Policies and Initiatives

The development of renewable power sector depends in part on government policies and regulatory frameworks that

support the development of the solar energy industry. Government support for solar energy has been strong in recent

years, and the GoI has periodically reaffirmed its desire to sustain and strengthen that support. The GoI’s voluntary

commitment at the United Nations Framework Convention on Climate Change to reduce India’s carbon intensity by

20% to 25% below its 2005 level by 2020, and the introduction of the National Action Plan on Climate Change

Capacity Installed in KWp

Until 2016 2016-17 2017-18

Pumps Installed (No's)

Until 2016 2016-17 2017-18

3456

7605 2323

2561

4347

948

239

(“NAPCC”), also have helped drive renewable energy demand. Along with the GoI’s initiative of increasing

renewable purchase obligation (“RPO”) targets, this has resulted in greater support for solar energy in India.

However, such policies or incentives may be modified or amended and the governmental support for solar energy

development may not continue or may be reduced. In addition, policy incentives may be available only for a limited

period, and there can be no assurance that the validity of such schemes will be extended.

Our business is significantly dependent on procuring contracts awarded by Government agencies. One of the major

business activity of the company is executing EPC contracts of setting-up of Solar Photovoltaic Water pumps, which

include supplying, installing, and commissioning of the pump system. Presently, this s the focus area of the

Government and is subsidised and hence, it is highly dependent upon Government budget and budgetary support. Any

adverse developments concerning the Government programs or adverse change in the policies adopted by the

Government, regarding award of its projects could adversely affect our business. There can be no assurance that the

GoI or the state governments will continue to place emphasis on this sector. Any adverse change in Government

policies that results in a reduction in capital investment/subsidy in the solar sector could affect our business adversely.

If there is any change in the Government or in budgetary allocations for industry development or a downturn in

available work in the EPC projects resulting from any change in Governmental policies, practices or priorities that

results in slowdown or complete stoppage of solar EPC projects, our business, financial performance, results of

operations and prospects may be adversely affected.

Well-established EPC player for setting up Solar Power Plants

We provide turnkey EPC solar energy solutions from concept to commissioning for solar PV and also operation and

maintenance services as and when required for the project. With our in-house engineering and design teams, we strive

to leverage our technical experience and industry know-how to develop the most cost-effective and energy efficient

PV solar plants in the industry. We provide complete end-to-end solutions including complete Engineering,

Procurement and Construction (EPC) services for our customers seeking to build solar power plants and solar water

pumping systems in India. We assist customers seeking to use solar power right from the planning stage through the

entire operational life of the project.

Subcontractor dependency

We have more than one hundred well trained technicians, subcontractors in our well established operational areas to

execute our EPC projects and Solar Pumps. We may not be able to secure the required number of sub-contractors

required for the timely execution of our projects for a variety of reasons including possibility of disputes with sub-

contractors. In addition, as we expand geographically, we will be required to use sub-contractors, technicians with

whom we are not familiar, which may increase the risk of cost and failures to meet scheduled completion dates. If our

sub-contractors do not complete their obligations in a timely and satisfactory manner, or if we are unable to set off

payments made towards statutory requirements against dues to our sub-contractors and in case of non-availability,

our costs could increase and our reputation, business, cash flows and results of operations could be adversely affected.

Working capital requirements and access to capital resources

Our business requires significant amounts of working capital primarily for our material purchases for project before

we receive payments from our customers. Our working capital requirements will increase in the event we undertake

a larger number of orders as we grow our business. Our working capital requirements can also vary significantly

across our business lines, with businesses such as government contracts and our EPC business typically having slower

payment from customers, and therefore higher working capital requirements. If we grow our EPC business relative to

our other business lines, we expect that our working capital ratios would be adversely affected.

Relationship with Existing Customers

We believe that our quality of work and timely execution has allowed us to strengthen our relationships with existing

clients and to secure projects from new clients. For example, we have secured repeat orders from some of our clients,

namely CREDA, OREDA, Rajasthan Horticulture Development Society, since the date of our first contract with each

240

of them. If we are not able to properly execute the orders on time then our relationship with the existing customers

may get adversely affected and we may be debarred from bidding in the future and that may adversely impact our

business.

Competition

We face significant competition for the award of projects from a large number of existing and new solar players.

Further, some of our competitors are larger than us, have stronger financial resources or a more experienced

management team, or have stronger engineering capabilities in executing technically complex projects. Our

competition depends on various factors, such as the type of project, total contract value, potential margins, complexity,

location of the project and risks relating to revenue generation. While service quality, technical ability, performance

record, experience, health and safety records and the availability of skilled personnel are key factors in client decisions

among competitors, price often is the deciding factor in most tender awards. Competition from other companies may

impact our ability to successfully bid for projects at price levels which would generate desired returns for us.

Safeguard Duty

The government of India (GOI) has levied safeguard duty of 25 percent on solar cells imports from China and

Malaysia to promote domestic industry as well as curtail dumping by those countries. The Ministry of Finance

(Department of Revenue) levied the duty based on the final recommendations proposed by the Directorate General of

Trade Remedies (DGTR) vide Notification dated 30th day July 2018. The safeguard duty of 25 percent on solar

modules and cells will be in force from July 30, 2018. This duty to some extent may impact the project cost as the

solar cells are one of the main ingredient in the panels and most of the panel manufacturers dependent on the import

of the said cells. And this may affect our business, results of operations and financial condition.

Macroeconomic conditions

Our results of operations may be materially affected by conditions in the global capital markets and the economy

generally in India and elsewhere around the world. Weak economic conditions in the markets or a reduction in

consumer spending, as well as investment in capital goods could affect our profitability, including increased costs.

Furthermore, lack of availability of affordable credit in financial markets may cause our suppliers to experience

serious cash flow problems and, as a result, may delay delivery of our orders.

Results of Operations

The following table sets out selected data for the six months ended September 30, 2018 and for Fiscals 2018, 2017

and 2016, together with the percentage each line item represents of our total income for the periods presented.


241

Particulars

As at

September,

2018

As on March 31st ,

% to

Total

Income

2018

% to

Total

Income

2017

% to

Total

Income

2016

% to

Total

Income

INCOME

Revenue from Operations 5,636.34 99.67% 10,596.54 99.72% 6,309.71 99.68% 4,133.75 99.91%

Other Income 18.56 0.33% 29.31 0.28% 19.94 0.32% 3.87 0.09%

Total Income (A) 5,654.91 100% 10,625.85 100% 6,329.65 100% 4,137.62 100%

EXPENDITURE

Cost of materials consumed 4,346.87 76.87% 7,741.44 72.85% 4,851.61 76.65% 2,956.73 71.46%

Changes in inventories of Work-In-Progress -393.35 -6.96% -17.56 -0.17% -49.47 -0.78% 322.81 7.80%

Employee benefit expenses 441.35 7.80% 624.49 5.88% 449.98 7.11% 270.17 6.53%

Finance costs 151.82 2.68% 207.40 1.95% 154.62 2.44% 114.44 2.77%

Depreciation and amortization expense 34.37 0.61% 38.68 0.36% 24.96 0.39% 25.13 0.61%

Other Expenses 559.76 9.90% 1,023.45 9.63% 646.63 10.22% 309.84 7.49%

Total Expenses (B) 5,140.81 90.91% 9,617.90 90.51% 6,078.34 96.03% 3,999.12 96.65%

Earnings Before Interest, Tax, Depreciation and

Amortization 700.29 12.38% 1,254.03 11.80% 430.88 6.81% 278.07 6.72%

Profit Before Exceptional & Extraordinary items and tax 514.10 9.09% 1,007.95 9.49% 251.30 3.97% 138.50 3.35%


Profit Before Extraordinary items 514.10 9.09% 1,007.95 9.49% 251.30 3.97% 138.50 3.35%


Profit Before tax 514.10 9.09% 1,007.95 9.49% 251.30 3.97% 138.50 3.35%

Tax expense :

(i) Current tax 165.65 2.93% 285.85 2.69% 92.84 1.47% 54.01 1.31%

(ii) Prior Period Taxes - - 3.84 0.04% - - - -

(ii) Deferred tax -7.42 -0.13% -11.42 -0.11% -7.34 -0.12% -13.40 -0.32%

Total Tax Expense (E) 158.24 2.80% 278.27 2.62% 85.50 1.35% 40.61 0.98%

Net Profit / (Loss) after tax 355.86 6.29% 729.69 6.87% 165.81 2.62% 97.89 2.37%

242

Main Components of our Profit & Loss Account-

Income Our total income comprises of revenue from operations and other income.

Revenue from Operations Our revenue from operations as a percentage of total income was 99.67%, 99.72%, 99.68% and 99.91% respectively

for the September 2018, fiscals 2018, 2017 and 2016.

Other Income Our other income comprises of Interest on FDR and Other non-operating income. Other income as percentage of total

income was 0.33%, 0.28%, 0.32% and 0.09% respectively for the September 2018, fiscals 2018, 2017 and 2016 .

Expenditure Our total expenditure primarily consists of Cost of Material Consumed, Changes in Inventories of WIP, Employee

Benefit Expenses, Finance Cost, Depreciation & Amortization Expenses and Other Expenses.

Cost of Material Consumed Cost of Material Consumed is primarily related to Opening stock and Closing Stock of Work in Progress & Finished

Goods.

Changes in Inventories Changes of Stock in trade indicate the difference between the Opening and Closing Stock of goods.

Employee Benefit Expenses Employee Benefit Expenses include expenses in relation to employees’ remuneration and benefits including salary,

wages & bonuses, Contribution to provident and other funds and staff welfare expenses etc.

Finance Cost Finance Cost majorly consists of Interest expenses and other borrowing costs and charges.

Depreciation and Amortization Expenses Depreciation and Amortization Expenses primarily consist of depreciation on the Building, Tools & Testing

Equipment, Furniture & Fixtures, Vehicles, Property, Computers & Peripherals, Office Equipment, Two Wheelers

Hero Honda, Mobile Phone, Solar Photovoltaic Power System and Software.

Other Expenses Other expenses primarily include Work contract expenses, Travelling& Conveyance, Tender fees, Selling &

Distribution Expenses, Insurance, Repairs and Maintenance, Power, Fuel & Water, Rent, Auditor's Remuneration,

Freight & Postage Charges, Legal& Professional charges, Printing and Stationary, Telephone& Internet Charges,

Commission &brokerage and General (Misc.) Expenses.

Provision for Tax The provision for current taxation is computed in accordance with relevant tax regulation. Deferred tax is

recognized on timing differences between the accounting and the taxable income for the year and quantified using the

tax rates and laws enacted or subsequently enacted as on balance sheet date. Deferred tax assets are recognized and

carried forward to the extent that there is a virtual certainly that sufficient future taxable income will be available

against which such deferred tax assets can be realized in future.

Six months ended September 30, 2018

Income Our company recorded a total revenue of ₹ 5,654.91 lakh for the six months ended September 30, 2018. The EBITDA

and PAT Margin of our company for these six months were 12.42% and 6.29%.

Revenue from Operations Our revenue from operations for the six months ended September 30, 2018 was ₹ 5,636.34 Lakh which is 99.67% of

total Income.

243

Other Income

Our other income for the six months ended September 30, 2018 was ₹ 18.56 Lakhs which is 0.33% of total Income.

Expenditure

Total Expenses The total expenditure for stub period 30th September, 2018 are ₹5,140.81 Lakhs which is 90.91% of total Income.

Cost of Material Consumed Cost of Material Consumed for stub period 30th September, 2018 are ₹ 4,346.87 Lakhs which is 76.87% of total

Income.

Employee Benefit Expenses The employee benefit expense comprises of salaries, wages & bonus. Our Company has incurred ₹441.35 Lakhs as

employee benefit expenses during the 30th September, 2018 which is 7.80% of Total Income.

Finance Cost For the six months ended on 30th September, 2018 the finance Cost ₹ 151.82 Lakhs which is 2.68% of total Income.

Depreciation and Amortization Expenses Our depreciation and amortization expense amounted to ₹ 34.37 Lakhs for the six months ended September 30, 2018,

primarily in relation to plant and machinery, building, computers and other assets.

Profit/ (Loss) After Tax As a result of the foregoing, our Profit after tax for the six months ended September 30, 2018 was ₹ 355.86 Lakhs.

Financial Year 2017-18 compared with Financial Year 2016-17

Income

Our total income for Financial Year 2017-18 was ₹ 10,625.85 Lakhs, an increase in 67.87% over the total income of

₹6,329.65 Lakhs in Financial Year 2016-17. The EBITDA and PAT margin of the company in Financial Year 2017-

18 was 11.83% and 6.87% as compared to 6.83% and 2.62% in Financial Year 2016-17. The increase in EBITDA

was 191.03% in Financial Year 2017-18 over Financial Year 2016-17.

Revenue from Operations

Our revenue from operations increased from ₹6,309.71 Lakhs in Financial Year 2016-17 to ₹10,596.54 Lakhs in

Financial Year 2017-18, an increase of 67.94%. Key factors, facilitating the growth are as under:

a. Our Company executed the order for over 1500 number of solar pumps in the Madhya Pradesh

b. Completed installation of a major project of 2MWp Solar Plant for Vignan Group of Institutions.

Other Income Our other income for the Financial Year 2017-18 was ₹ 29.31 Lakhs as compared to ₹ 19.94 Lakhs recorded in

Financial Year 2016-17 representing an increase of 46.99%.

Expenditure

Total Expenses The total expenditure for the Financial Year 2017-18 and the Financial Year 2016-17 are ₹ 9,617.90 Lakhs and

₹6,078.34 Lakhs respectively which is 90.51% and 96.03% of total revenue. The expenses increased by 58.23%,

whereas revenue increased by 67.94%.

Cost of Material Consumed Cost of Material Consumed for the Financial Year 2017-18 and the Financial Year 2016-17 are ₹ 7,741.44 Lakhs and

₹4,851.61 Lakhs respectively which is 72.85% and 76.65% of the total revenue representing an increase of 59.56%

of cost of material against the increase in revenue of 67.94%.

244

Change in inventories There was 64.50% increase in inventories from ₹ -49.47 Lakhs in the Financial Year 2016-17 to ₹-17.56 Lakhs in the

Financial Year 2017-18.

Employee Benefit Expenses Our employee benefit expense comprises of salaries, wages & bonus. Our Company has incurred ₹ 624.49 Lakhs as

employee benefit expenses during the Financial Year 2017-18 as compared to ₹ 449.98 Lakhs during the Financial

Year 2016-17. The increase is 38.78 % as compared to previous year. The increase is primarily due to increase in the

number of employees and increase in the compensation paid.

Finance Cost Our finance cost increased by 34.14% in the Financial Year 2017-18 as compared to Financial Year 2016-17 due to

increase in bank borrowings and other loans.

Depreciation and Amortization Expenses There was 54.97% increase in Depreciation from ₹ 38.68 Lakhs in the Financial Year 2017-18 to ₹ 24.96 Lakhs in

the Financial Year 2016-17. The increase is primarily due to additions in Fixed Assets such as Tools & Testing

Equipments, Furniture & Fixtures, Vehicles, Computers & Peripherals, Office Equipments, Two Wheelers, Mobile

Phone and Softwares.

Other Expenses Our Company has incurred₹ 1,023.45 Lakhs during the Financial Year 2017-18 on Other Expenses as compared to ₹

646.63 Lakhs during Financial Year 2016-17. The increase of 58.27% is majorly due to Work contract expenses,

Travelling & Conveyance, Repairs and Maintenance, Tender fees, General Expense etc.

Profit/ (Loss) After Tax For the year the Financial Year 2017-18 the profit stood at ₹ 729.69 Lakhs as against the profit of ₹ 165.81 Lakhs for

the Financial Year 2016-17. The increase in PAT by 340.08 % was majorly due to the factors mentioned above.

Financial Year 2016-17 compared with Financial Year 2015-16

Income Our company recorded a total income of ₹ 6,329.65 Lakhs for Financial Year 2016-17, an increase in 52.98% over

the total income of ₹ 4,137.62 Lakhs in Financial Year 2015-16. The EBITDA and PAT margin of the company in

Financial Year 2016-17 was 6.83% and 2.62% as compared to 6.73% and 2.37% in Financial Year 2015-16. The

increase in EBITDA was 54.95% in Financial Year 2016-17 against Financial Year 2015-16.

Revenue from Operations

Our revenue from operations increased by 52.64% to ₹ 6,309.71 Lakhs in Financial Year 2016-17 from₹ 4,133.75

Lakhs in Financial Year 2015-16, primarily for the reasons set forth below:

a. Geographical Expansion: Till financial year 2015-16, our business area was restricted to Andhra Pradesh

and Telengana. Thereafter, we have gradually expanded in other states, which has helped boost our revenue.

b. Executed over 1000 No’s of solar water pumping systems across the country

c. Executed 500 kWp solar plant for Mulkanoor Co-op Society in Telengana

Expenditure

Total Expenses The total expenditure for the Financial Year 2016-17 and the Financial Year 2015-16 are ₹ 6078.34 Lakhs and ₹

3,999.12 Lakhs respectively. Both revenue and expenditure increased in tandem by approx. 52.00%.

Cost of Material Consumed Cost of Material Consumed for the Financial Year 2016-17 and the Financial Year 2015-16 are ₹ 4851.61 Lakhs and

₹ 2,956.73 Lakhs respectively which is 76.65% and 71.46% of the total revenue representing an increase of 64.09%.

Employee Benefit Expenses The employee benefit expense comprises of salaries, wages & bonus. Our Company has incurred ₹ 449.98 Lakhs as

employee benefit expenses during the Financial Year 2016-17 as compared to₹ 270.17 Lakhs during the Financial

Year 2015-16. The increase is 66.55 % as compared to previous year.

245

Finance Cost

Finance costs increased to ₹154.62 Lakhs for Financial Year 2016-17 compared to ₹ 114.44 Lakhs for Financial Year

2015-16 due to increased utilisation of credit facilities, availed from Banks and Others.

Depreciation and Amortization Expenses Depreciation is at the same level, as there is no significant change in fixed assets. Depreciation was₹ 25.13 Lakhs in

the Financial Year 2015-16 and ₹ 24.96 Lakhs in the Financial Year 2016-17.

Profit/ (Loss) After Tax For the year the Financial Year 2016-17 the profit stood at ₹165.81 Lakhs as against the profit of ₹ 97.89 Lakhs for

the Financial Year 2015-16.

Other Key Ratio

The Table below summaries key ratios in our Restated Financial Statements for the period ended June 30, 2018 and

Financial Years ended March 31, 2018, 2017 and 2016

Particular As on September 30,

2018


2018 2017 2016

Debt Equity Ratio 1.02 1.05 0.85 1.08

Current Ratio 1.33 1.25 1.39 1.49

Debtors Turnover Ratio 2.45 3.15 4.33 4.10

Inventory Turnover Ratio 15.68 107.90 126.89 16.90

Cash Flow

As on September 30, 2018 and March 31, 2018, 2017 and 2016, we had cash and cash equivalents of ₹ 638.86 Lakhs,

₹682.09 Lakhs, ₹ 535.78 Lakhs and ₹ 492.71 Lakhs, respectively. Our primary requirements for cash are working

capital, ongoing capital expenditure and general corporate needs. Our primary sources of liquidity are cash generated

from operating activities and borrowings from banks and financial institutions.

Set forth below is a table of selected information from our Company’s statements of cash flows for the period

indicated.

(₹ in Lakhs)

Particular As on September

30, 2018


2018 2017 2016

Net Cash generated from Operating activities -68.29 -513.54 202.77 384.72

Net Cash generated from Investing activities -132.33 -192.96 -23.81 -12.78

Net Cash generated from Financing activities 157.39 852.81 -135.89 79.83

Net Increased or decreased in cash & cash equivalent -43.23 146.31 43.07 451.77

cash & cash equivalent at the beginning of the period 682.09 535.78 492.71 40.94

cash & cash equivalent at the Closing of the period 638.86 682.09 535.78 492.71

Cash generated from Operating activities

Our net cash used in operating activities for the six months ending September 30, 2018 was ₹ -68.29 Lakhs.

Our net cash generated from operating activities decreased to ₹ -513.54 Lakhs in Fiscal 2018 from ₹ 202.77 Lakhs in

Fiscal 2017. Our cash flows used in operating activities for this period were negatively impacted primarily due to the

following reason:

a. Major portion of revenue came in last quarter of Fiscal 2018 and due to this reason our trade receivables also

increased by 6.00%, which affected our cash flow from operating activities.

Our net cash generated from operating activities decreased to ₹ 202.77 Lakhs in Fiscal 2017 from ₹ 384.72 Lakhs in

Fiscal 2017. Our cash flows used in operating activities for this period was negatively impacted primarily due to

changes in working capital

Cash generated from investing activities

Our net cash used in Investing activities for the six months ending September 30, 2018 was ₹ -132.33 Lakhs.

246

Net cash used in investing activities decreased to ₹ -192.96 Lakhs in Fiscal 2018 from ₹ -23.81 Lakhs in Fiscal 2017

due to purchase of additional fixed assets. Similarly our net cash from Investing activities in Fiscal 2017 was

decreased also due to the acquisition of additional fixed assets.

Cash generated from financing activities

Our net cash used in financing activities for the six months ending September 30, 2018 was ₹ 157.39 Lakh Lakhs.

Our net cash from financing activities in Fiscal 2018 was increased to ₹ 852.81 Lakhs in Fiscal 2018 from ₹ -135.89

Lakhs in Fiscal 2017 due to increase of short term borrowings. Net cash used in financing activities decreased to ₹-

135.89 Lakhs in Fiscal 2017 from₹ 79.83 Lakhs in Fiscal 2016 due to decrease of short term borrowings and increase

of interest charges.

Quantitative and Qualitative Risks

Our activities expose us to a variety of risk.

Maintenance Risk

As per MNRE guidelines every solar installation (Power plant or Pumps) should be provided with 5 years of

operational and maintenance service. We have an ERP database system functionally designed for service support, for

monitoring and for logging of all maintenance data. We shall be responsible for all the required activities for

successful operation and maintenance of the project from the date of commissioning. We must replace the defective

modules immediately. We are responsible for periodic upgrading and improvement and module any degradation may

require us to make additional capital expenditures to upgrade our facilities. The development and implementation of

such technology entails technical and business risks and significant costs. If we are careless or negligent, we may

become liable for damage and in addition, inconsistencies in the quality of maintenance services may affect the system

efficiency of such projects.

Any of the above events may adversely affect our business, results of operations and financial condition.

Performance Guarantee

In our business, we are required to deposit a bank guarantee towards Security cum performance Guarantee fees. A

certain portion of the deposit shall be released after the completion of five years as per Comprehensive Maintenance

Contract (CMC). If we are unable to provide the services as per the requisite terms and conditions, the said deposit

may be forfeited. In case of non-adherence of quality, we can be penalized suitably by the authority, besides, other

measures of suspension, de-registration and blacklisting will be invoked.

We are not the manufacturers of the components used (PV module panel, water pump, ----, etc.) We procure it from

the vendors but we would be responsible for any fault/defect in the material as per the terms of the contract. Though,

we ask for back to back guarantee/warranty from the suppliers, still we are not sure whether the suppliers will fulfil

their commitment in the timely manner.

Any of the above events may adversely affect our business, results of operations and financial condition

Geographical Concentration

Our business is mainly concentrated in the southern and northern States of India. We started our operation in

Hyderabad, Telangana State in 2009 and has gradually expanded in other states including Chhattisgarh, Uttar Pradesh,

Haryana, Chandigarh, Rajasthan, Punjab, Madhya Pradesh and Andhra Pradesh. Since we mainly concentrate in

southern and northern region, our business and results of operations are dependent on the economic growth in these

region and budgetary support from respective Governments.

The level of economic activity is influenced by a number of factors, including political and regulatory policy, funding

received from the central and state governments and climatic conditions such as monsoon and drought. Any slowdown

in the Indian economy may adversely affect our business and results of operations. In addition, any significant social,

political or economic disruption, or natural calamities or civil disruptions in this region, or changes in the policies of

the state or local governments of this region or the Government of India, could disrupt our business operations. It may

247

require us to incur significant expenditure and change our business strategies. The occurrence of, or our inability to

effectively respond to any such event, could have an adverse effect on our business, results of operations and financial

condition.

Fluctuation in the exchange rate between the Indian Rupee and foreign currencies

Fluctuation is foreign exchange rate may have an adverse effect on the landed cost for the imported component

required in execution of EPC contracts awarded to us. Price of PV modules and other components are linked to global

market. The exchange rate between the Rupee and the foreign currencies (USD/Euro/GBP, etc.) has fluctuated

substantially in recent years and may continue to fluctuate substantially in the future, which may have adverse impact

on the profitability of our company.

Inflation

In the recent past, India has experienced fluctuating wholesale price inflation as compared to historical levels due to

the global economic downturn. The annual rate of inflation was at 5.77% (provisional) for the month of June 2018

(over June 2017) as compared to 4.43% (provisional) for the previous month and 0.90% during the corresponding

month of 2017. (Source: Index Numbers of Wholesale Price in India, Review for the month of June 2018, published

on July 16, 2018 by Government of India, Ministry of Commerce and Industry). Continued high rates of inflation

may increase our expenses related to salaries or wages payable to our employees, prices of materials or any other

expenses that we incur. We cannot assure you that we will be able to pass on any additional expenses to our patients

or that our revenue will increase proportionately corresponding to such inflation. Accordingly, high rates of inflation

in India could have an adverse effect on our profitability and, if significant, on our financial condition.

Effect of Goods and Service Tax and Other Government Intervention

GST has been implemented on July 1, 2017. The implementation of GST has led to increases in tax rates on

components used in solar power projects. As a result of such increases, our costs have also increased. As we have a

broad presence in India, the effects of such increase on our projects might vary from state to state. Due to increase of

the tax rate, our cash flows and results of operations have been decreased in the first half of financial year 2017-18.

Further, any future increases or amendments to the GST may affect our overall tax efficiency and we may be liable

to pay additional taxes.

Few of the Government initiatives may also have positive effects simultaneously on the solar power industry, for

instance, governmental boost for“Make in India”is aimed at improving the competitiveness of Indian domestic

manufacturers of solar power cells, panels and modules. However, we cannot guarantee that its negative impact on

the whole solar industry can be offset completely.

248

FINANCIAL INDEBTEDNESS

Set forth below, is a brief summary of our Company’s borrowings as on September 30, 2018 together with a brief

description of certain significant terms of such financing arrangements

(₹ in Lakhs)

Nature of Borrowing Amount Sanctioned

Amount Outstanding as on

September 30, 2018

A. Fund Based Borrowings

(a) Term Loans

Secured 123.46 108.63

(b) Working Capital Facility

Secured 1,700.00 1,652.87

(c) Related Parties 20.65 20.65

B. Non- Fund Based Borrowings

Bank Guarantees 3,100.00 2,182.66

Total 4944.11 3,964.8

Details of Secured Loans

Name of

Lender

Type of

Loan Date of Sanction

Amount

Sanctioned

(₹ in Lakhs)

Amount

Outstanding

as

on September

30, 2018

(₹ in Lakhs) Interest

Repayment

Schedule Security

HDFC

Bank

Vehicle

Loan May 09, 2017 9.06 6.38 8.05%

Repayable in 60

Monthly

instalments of

₹ 22,405/-.

Hypothecation of

Vehicle

Purchased

Through Loan

HDFC

Bank

Vehicle

Loan June 27, 2017 8.95 7.21 9.26%

Repayable in 60

Monthly

instalments of

₹ 18,690/-.

Hypothecation of

Vehicle

Purchased

Through Loan

HDFC

Bank

Vehicle

Loan May 03, 2018 14.63 13.43 8.50%

Repayable in 60

Monthly

instalments of

₹ 30,017/-.

Hypothecation of

Vehicle

Purchased

Through Loan

HDFC

Bank

Vehicle

Loan May 03, 2018 16.00 14.69 8.50%

Repayable in 60

Monthly

instalments of

₹ 32,827/-.

Hypothecation of

Vehicle

Purchased

Through Loan

HDFC

Bank

Vehicle

Loan December 19, 2017 20.14 17.62 8.25%

Repayable in 60

Monthly

instalments of

₹ 41,079/-.

Hypothecation of

Vehicle

Purchased

Through Loan

HDFC

Bank

Vehicle

Loan June 06, 2017 4.50 1.19 14.03%

Repayable in 35

Monthly

instalments of

₹ 15,740/-.

Hypothecation of

Vehicle

Purchased

Through Loan

249

YES

Bank

Vehicle

Loan March 23, 2018 21.48 19.64 8.49%

Repayable in 60

Monthly

instalments of

₹ 43,915/-.

Hypothecation of

Vehicle

Purchased

Through Loan

HDFC

Bank

Vehicle

Loan June 25, 2018 5.00 4.76 8.05%

Repayable in 36

Monthly

instalments of

₹ 16,077/-.

Hypothecation of

Vehicle

Purchased

Through Loan

YES

Bank

Vehicle

Loan September 18, 2018 23.70 23.70 7.60%

Repayable in 60

Monthly

instalments of

₹ 47,311/-.

Hypothecation of

Vehicle

Purchased

Through Loan

Union

Bank Of

India

Cash

Credit October 07, 2017 1,400.00 1,377.39

1 Year

MCLR +

3.15%

i.e.,

11.35% On Demand

Exclusive Charge

on Stocks, Work

in Progress Book

Debts & Other

Current Assets of

the Company&

for Collateral

security refer

Annexure A

National

Small

Industries

Corporati

on

Cash

Credit March 03, 2018 300.00 275.47 10.25%

Taken under

raw material

assistance

scheme need to

be repaid within

90 days of date

of payment to

creditors by

NSIC

Secured by bank

Guarantee

Restrictive covenants for Cash Credit:

1) The loan/credit facilities will be utilised for the purpose for which they are sanctioned and will not be utilised

for any other purpose.

2) Company should not create any charge, Lien or encumbrance over the assets of the company or any part

thereof in favour of any Financial Institution, Bank, Company, Firm or persons except with the permission

of Bank.

3) Company should not sell or transfer any property or collateral security during the currency of the Loan.

4) Company agree that bank will have right to examine the books of accounts of company and to have the

factory site and the securities inspected from time to time by officers of the bank and/or outside

consultants/agencies.

5) Company agree that bank reserves the right to stipulate additional conditions in their absolute discretion, as

considered necessary, upon the occurrence of any event, which may have any adverse impact on the business

of the company

Annexure A for Collateral security

S.no Owner Name Asset Type Location

1

Novus Green Energy

Systems Limited Residential Flat Flat No.3, 2" Floor, Siri Residency, Hyderabad

2 Y.Anshuman Residential Flat Flat No. 204, 2" Floor,Kompally village, Quthubullapur mandal

3 Y.Anshuman open Plot Plot No.63/P, Manasa Hills, Rajendra Nagar circle

250

4 Y. Venkata Ravindra Residential Flat

Plot No.94 in Sy. No.s 157 & 158, Situated at raghava kalyan

estates, Yapral village

5 Y.Vardhaman Residential Flat

No. 304, 3" Floor, Stapathi Complex, Kompally village,

Quthubullapur mandal

6 Y.Vardhaman Residential open Plot Plot No.63/P, Manasa Hills, Rajendra Nagar circle

7 Y.Anshuman &Y.Pariplavi Residential Building Plot No.100, Sy.No.30, Tirumulgery

8 Y.Pallavi Residential open Plot Plot No.64/P, Manasa Hills, Rajendra Nagar circle

9 Y.Pariplavi Residential open Plot plot no.D/153, Salar Jang, Ghatkesar mandal

10 Y.Pariplavi Residential open Plot plot no.D/153, Salar Jang, Ghatkesar mandal

11 Y. Vardhaman Residential open Plot

Plot No.15, Thumukunta village, Shameerpet mandal, Ranga

Reddy Dist

12 Y. Anshuman Residential open Plot

Plot No.16 , Thumukunta village, Shameerpet mandal, Ranga

Reddy Dist

13 Y. Anshuman Residential open Plot Plot No.114, Shamirpet village, Ranga Reddy Dist

14 Y. Vardhaman Residential open Plot Plot No.116, Shamirpet village, Ranga Reddy Dist

15 M Pramod Kumar Residential open Plot plot No.3 , Devarampally village, Mominpet mandal

16 Y. Venkata Ravindra Residential open Plot plot no. E/S-8, Salar Jang, Ghatkesar mandal

17 K Srinivasa Chary Residential open Plot Ghanpur village

251

SECTION VI LEGAL AND OTHER INFORMATION

OUTSTANDING LITIGATION AND MATERIAL DEVELOPMENTS

Except as described below, there are no outstanding litigations, suits, civil or criminal prosecutions, proceedings

before any judicial, quasi- judicial, arbitral or administrative tribunals, including pending proceedings for violation

of statutory regulations or alleging criminal or economic offences or tax liabilities or any other offences (including

past cases where penalties may or may not have been awarded and irrespective of whether they are specified under

paragraph (i) of Part I of Schedule XIII of the Companies Act ) against our Company, Promoter, Group Companies

and Directors as of the date of this Prospectus that would have a material adverse effect on our business. There are

no defaults, non- payments or overdue of statutory liabilities, institutional/ bank dues and dues payable to holders of

debentures or fixed deposits and arrears of cumulative preference shares that would have a material adverse effect

on our business.

Except as disclosed below there are no i) litigation or legal actions, pending or taken, by any Ministry or department

of the Government or a statutory authority against our Promoters during the last five years; (ii) direction issued by

such Ministry or Department or statutory authority upon conclusion of such litigation or legal action; (iii) pending

proceedings initiated against our Company for economic offences; (iv) default and non-payment of statutory dues by

our Company; (v) inquiries, inspections or investigations initiated or conducted under the Companies Act, 2013 or

any previous companies law in the last five years against our Company and Subsidiaries including fines imposed or

compounding of offences done in those five years; or (vi) material frauds committed against our Company in the last

five years.

Except as stated below there are no outstanding Material Dues (as defined below) to creditors; or (ii) outstanding

dues to small scale undertakings and other creditors.

Our Board, in its meeting held on December 14,2018 determined that outstanding dues to creditors in excess of 5%

of consolidated trade payables of our Company as per last audited financial statements shall be considered as

material dues (“Material Dues”). Our Board, in its meeting held on December 14,2018 determined that litigations

involving the Company/promoters/group companies/subsidiaries other than criminal proceedings, statutory or

regulatory actions and taxation matters where a monetary amount of claim by or against the entity or person in any

such pending matter(s) as per last audited financial statements and such pending cases are material from the

perspective of the Company’s business, operations, prospects or reputation, shall be considered as material. Unless

otherwise stated to contrary, the information provided is as of date of this Draft Red Herring Prospectus.

PART 1: LITIGATION RELATING TO OUR COMPANY

A. FILED AGAINST OUR COMPANY

1. Litigation involving Criminal Laws

NIL

2. Litigation involving Civil Laws

1. A civil suit for Recovery of Amount, for the material supplied was filed by one M/s EMMVEE Photovoltaic

Power Private Limited against the Company and the same is pending before the Hon"ble XXX ADDL. City

Civil & Sessions Judge, Bangalore. The suit is for an amount of ₹ 11, 78,363/- (Rupees Eleven Lakhs

Seventy Eight Thousand Three Hundred and Sixty Three). The amount stated supra includes interest

calculated by the Plaintiff @ 18% from one month from the date of supply of material till date of institution

of suit.

2. Principal amount due is ₹ 7,84,000/- (Rupees Seven Lakh Eighty Four Thousand only) and Interest amount

is ₹ 3,94,363/- (Rupees Three Lakh Ninety Four Thousand Three Hundred and Sixty Three only)

252

3. Litigation involving actions by Statutory/ Regulatory Authorities

NIL

4. Litigation involving Tax Liabilities

(i) Direct Tax Liabilities: NIL

(ii) Indirect Taxes Liabilities: NIL

5. Other Pending Litigations

NIL

B. CASES FILED BY OUR COMPANY

1. Litigation Involving Criminal Laws

NIL

2. Litigation Involving Civil l Laws

1. Outstanding material civil litigation – NIL (The Company along with other petitioners has filed a Writ

Petition bearing W.P No. 26704 of 2018, on the file of Hon'ble High Court of Judicature of Andhra

Pradesh and Telangana, against the Government of Andhra Pradesh Rep. by its Principal Secretary,

Rural Water Supply and Sanitation Department and other Respondents, questioning the action of the

Government in allotting the tender to the Respondents therein.

3. Litigation Involving Actions by Statutory/ Regulatory Authorities

NIL





NIL

PART 2: LITIGATION RELATING TO OUR PROMOTERS

A. FILED AGAINST OUR PROMOTERS


NIL


NIL


253




NIL

B. CASES FILED BY OUR PROMOTERS


NIL

2. Litigation Involving Civil Laws

Nil


NIL





Mr. Y Anshuman, MD has filed a private complaint u/s 420 r/w 34 IPC against Mr.Malla Ramaiah and Mrs.

Malla Bhichama vide FIR No.174/2018 dated 24/11/2018 with Tirimulghery Police Station, Hyderabad.

PART 3: LITIGATION RELATING TO OUR DIRECTORS (OTHER THAN THE PROMOTERS OF THE

COMPANY)

A. FILED AGAINST OUR DIRECTORS


NIL


NIL




254


NIL

B. CASES FILED BY OUR DIRECTORS


NIL


NIL





Mr. Y Anshuman, MD has filed a private complaint u/s 420 r/w 34 IPC against Mr.Malla Ramaiah and Mrs.

Malla Bhichama vide FIR No.174/2018 dated 24/11/2018 with Tirimulghery Police Station, Hyderabad.

PART 4: AMOUNTS OWED TO SMALL SCALE UNDERTAKINGS AND OTHER CREDITORS

As on September 30, 2018, the Company has outstanding creditors of Nil.

PART 5: MATERIAL DEVELOPMENTS OCCURING AFTER LAST BALANCE SHEET DATE

Except as disclosed in Chapter titled “Management’s Discussion & Analysis of Financial Conditions & Results of

Operations” beginning on page 234 there have been no material developments that have occurred after the Last

Balance Sheet Date.

255

GOVERNMENT AND OTHER APPROVALS

In view of the licenses / permissions / approvals / no-objections / certifications / registrations, (collectively

“Authorizations”) listed below, our Company can undertake this Issue and our current business activities and to the

best of our knowledge, no further approvals from any government or regulatory authority or any other entity are

required to undertake this Issue or continue our business activities. Unless otherwise stated, these approvals are all

valid as of the date of this Draft Red Herring Prospectus.

It must be distinctly understood that, in granting these approvals, the GOI, the RBI or any other authority does not

take any responsibility for our financial soundness or for the correctness of any of the statements made or opinions

expressed in this behalf. For further details in connection with the regulatory and legal framework within which we

operate, please refer to the chapter titled “Key Industry Regulations and Policies” on page 143 of this Draft Red

Herring Prospectus.

APPROVALS FOR THE ISSUE

1. Our Board has, pursuant to a resolution passed at its meeting held on December 14, 2018 authorized the

Issue.

2. Our shareholders have pursuant to a resolution passed at their meeting dated December 14, 2018 under

Section 62 of the Companies Act, 2013 authorized the Issue.

INCORPORATION AND OTHER DETAILS

1. Certificate of Incorporation bearing registration number 064410 dated July 17, 2009, has been issued to our

Company, in the name of “Novus Green Energy Systems Limited” under the Companies Act, 1956 by the

Assistant Registrar of Companies, Andhra Pradesh, Hyderabad.

2. Consequent upon the conversion of our Company to public limited company and as approved by the

shareholders of our company pursuant to a special resolution dated July 19, 2018, the name of our Company

was changed to “Novus Green Energy Systems Limited” and fresh certificate of incorporation dated August

02, 2018 was issued by the Registrar of Companies, Hyderabad. The Corporate Identification Number of our

Company is U40300TG2009PLC064410.

3. The Company has entered into an agreement dated 10 September 2018 with the Central Depository Services

(India) Limited (CDSL) and the Registrar and Transfer Agent, who in this case depository for the

dematerialization of its shares.

4. Similarly, the Company has also entered into an agreement dated 16 October 2018 with the National

Securities Depository Limited (NSDL) and the Registrar and Transfer Agent, who in this case is depository

for the dematerialization of its shares.

5. The ISIN of the Company is INE01LN01017.

Taxation Related Approvals/ Licenses/ Registrations

The Company has obtained the following approvals from various tax authorities as set out below:

Sl.

No.

Description Authority Registration Number Date of Expiry/ Status

1. Permanent Account

Number (PAN)

The Income Tax

Department,

Government of India

AADCN0778J N/A

256

2. Tax Deduction Account

Number (TAN)

The Income Tax

Department,

Government of India

HYDN04133D N/A

3. Service Tax

Registration Certificate

issued for Consulting

Engineering Services,

Maintenance or repair

services, Construction

Services other than

Residential Complex

including

Commercial/Industrial

Buildings, Civil

Structure, Works

Contract Service

(Form ST -2)

(Telangana)

Central Excise

Department

AADCN0778JSD001 N/A

4. Service Tax


issued for Maintenance

or repair services,

Erection,

Commissioning and

Installation Services,

Works Contract

Service.

(From ST-2)

(Raipur)

Central Excise

Department

AADCN0778JSD002 N/A

5. VAT Registration

Certificate

(Telangana)

Government of

Telangana Commercial

Tax Department

36875288864 N/A

6. VAT Registration

Certificate

(Karnataka)

Government of

Karnataka

29071271207 N/A

7. CST Registration

Certificate Under

section 7(1) & 7(2) of

the Central Sales Tax

Act 1956.

Commercial Tax

Department

28875288864 N/A

8. CST Registration

Certificate Under

section 7(1) & 7(2) of

the Central Sales Tax

Act 1956. (Telangana)

Commercial Tax

Department

36875288864(C ) N/A

9. Professional Tax Payer

Enrollment Certificate

Commercial Tax

Department

28104673127 N/A

10. Professional Tax Payer


Commercial Tax

Department

28234666484 N/A

11. Goods & Services Tax

Provisional Enrollment

Applied to Government

of Telangana

36AADCN0778J1Z7 N/A




of Gujarat

24AADCN0778J1ZC N/A




of Himachal Pradesh

02AADCN0778J1ZI N/A




of Punjab

03AADCN0778J1ZG N/A




of Haryana

06AADCN0778J1ZA N/A




of Delhi

07AADCN0778J1Z8 N/A

257




of Uttar Pradesh

09AADCN0778J1Z4 N/A




of Odisha

21AADCN0778J1ZI N/A




of Chhattisgarh

22AADCN0778J1ZG N/A




of Karnataka

29AADCN0778J1Z2 N/A




of Andhra Pradesh

37AADCN0778J1Z5 N/A




of Rajasthan

08AADCN0778J1Z6 N/A




of Madhya Pradesh

23AADCN0778J1ZE N/A

Business Related Approval/ Licenses/ Registration

Sl. No. Description Authority Registration / License

Number/ Reference

Number/ Notice No

Date of Issue/

Application

Date of

Expiry

1. Legal Entity

Identifier

Legal Entity

Identifier India

Limited (LEIL)

335800IFHVO7FGGA7X42.

03-Dec-2018

02-Dec-

2019

2. Empanelment

as Channel

Partner for Grid

Connected

Roof Top and

Small Solar

Power Plants

Programme of

Ministry of

New and

Renewable

Energy.

Ministry of New and

Renewable Energy- Grid

Connected Roof Top Division

MNRE/CP/G

CRT/A/522

August 21,

2017

3. License for

Electrical

Installation Work to

carryout in

Telangana

Government of

Telangana

A/8243,2-1373 May 16, 2017

15-05-2019

4. Labour License

Certificate

Government of

Telangana

(Labour

Department)

SER/HYD/ACL/A2/15430/2

016

April 03, 2018

31-12-2018

5. Government

Purchase

Enlistment

Certificate

National Small

Industries

Corporation

Limited

NSIC/GP/NTA/2015/003991

6

October 14,

2017

13-10-2019

6. Store Detail

Certificate

National Small

Industries

Corporation

Limited

NSIC/GP/NTA/2015/001647

3

October 14,

2017

13-10-2019

7. Certificate of

Importer-Exporter

Code

Ministry of

Commerce &

Industry

Office of Jr.

Director

General of

Foreign Trade

0916925749 January 04,

2017

N/A

258

8. MSME Registration

Certificate

Ministry of

Micro, Small

and Medium

Enterprise

TS02D0009994 October 02,

2017

N/A

Empanelment of the

Company for Solar

Pumping Project

Directorate of

Horticulture,

Rajasthan

F ( ) DH/Solar/EOI/2017-

18/444-593

April 17, 2018

N/A

Empanelment of the

Company for

Supply, Installation,

Commissioning of

the Grid Interactive

Rooftop Solar

Power Plant

Odisha

Renewable

Energy

Development

Agency

1798/OREDA April 23, 2016

N.A

9. Empanelment of

the Company for

Supply,

Installation,

Commissioning

of 1 KWP to 500

Kwp Grid

Connected Solar

Rooftop PV

Power Plant

New and

Renewable

Energy

Development

Corporation of

Andhra Pradesh

NREDCAP/OSD/42-156/RT-

SPV1-500KWp/2018-19

June 27, 2018

June 30,

2019

10. System Integrator

for implementing

Off Gird

Decentralized Solar

Photovoltaic

Project

Chhattisgarh

State

Renewable

Energy

Development

Agency

4145/CREDA/RE-II/SI-2018

May 22, 2018

May 21,

2019

11. Registration of the

Company for Solar

Connected Activity

Telangana State

Renewable

Energy

Development

Corporation

Limited

TSREDCO-ES

045/2018/5298

July 10, 2018

July 09,

2020

ESIC and Provident Fund Related Approval/ Licenses/ Registration

Sl.

No.

Description Authority Registration / License

Number

Date of Issue/

Application

Date of

Expiry

1. Implementation of

ESIC Act, 1948 and

registration of

Employees of the

Factories and

Establishment Act

Employee

State Insurance

Corporation

59001530330001099 04-09-2012 N. A

2. Registration

Certificate under

Employee’s

Provident Fund and

Miscellaneous

Provision Act, 1952

Regional

Provident Fund

Commissioner

AP/HY/73410/Enf/C-

II/14/3861

31-08-2012 N. A

259

ISO Related Certificates:

Sl.

No.

Description Authority Certificate Number Date of

Issue

Date of

Expiry

1 ISO 14001:2015

EPC for Solar

Power Plants and

Solar Water

Pumping Systems

United Registrar of

System

Certification

58710/B/0001/UK/En 13-01-2018 24-08-2019

2. ISO 9001:2015 –

EPC for Solar

Power Plants and

Solar Water

Pumping Systems

United Registrar of

System

Certification

58710/A/0001/UK/En 05-01-2018 20-05-2019

Pending Approvals

1. Our Company has applied/ is yet to apply for the following required approvals:

We have applied for the trade mark under the provisions of Trade Mark Act, 1999 and details of the same will be as

follows

Date Of Application Application Number Nature of Application Authority

21/08/2018 3922008 Multiclass Registry, Hyderabad

260

OUR GROUP ENTITIES

In accordance with the Regulation 2(t) of SEBI ICDR Regulations, 2018 and the AS 18, for the purpose of

identification of group companies, our Company has considered companies as covered under the applicable

accounting standards (i.e. Accounting Standard 18 issued by the Institute of Chartered Accountants of India) on a

consolidated basis, or other companies as considered material by our Board.

Accordingly, in terms of the “Material Policy” adopted by our Board in its meeting dated December 14, 2018, for

the purpose of disclosure in offer documents for the Issue, a company shall be considered material and will be

disclosed as a Group Entity if such company forms part of the Promoter Group, and our Company has entered into

one or more transactions with such company in the previous audit fiscal year / period cumulatively exceeding 10% of

the total revenue of our Company for such fiscal.

.

261

OTHER REGULATORY AND STATUTORY DISCLOSURE

Authority for the Issue

The Issue in terms of this Draft Red Herring Prospectus has been authorized pursuant to the resolution passed by the

Board of Directors dated December 14, 2018, and by the shareholders pursuant to the special resolution passed in

Extra-Ordinary General Meeting dated December 14, 2018, under Section 62(1)(c) of the Companies Act, 2013.

Our Company has obtained in-principle approval from the NSE EMERGE for using its name in the Draft Red Herring

Prospectus pursuant to an approval letter dated [●], [●] NSE is the Designated Stock Exchange.

In-principle Listing Approvals

Our Company has obtained in-principle approval from National Stock Exchange of India Limited by way of its letter

dated [●] to use the name of NSE Emerge in this Issue. Document for listing of equity shares on the EMERGE

platform of the NSE. National Stock Exchange of India Limited is the Designated Stock Exchange.

Prohibition by SEBI or other governmental authorities

We confirm that our Company, our Company, our Promoters, natural person in control of Promoter, Promoter Group,

our Directors or the person(s) in control of our Company have not been prohibited from accessing the capital market

for any reason or restrained from buying, selling or dealing in securities, under any order or directions by the SEBI

or any other regulatory or government authorities.

There are no violations of securities laws committed by any of them in the past or pending against them, nor have any

companies with which any of our Company, our Promoter, Directors, persons in control of our Company or any

natural person behind the Promoter are or were associated as a promoter, director or person in control, been debarred

or prohibited from accessing the capital markets under any order or direction passed by the SEBI or any other

authority.

None of our Directors are associated with the securities market and there has been no action taken by the SEBI against

the Directors or any other entity with which our Directors are associated as promoters or director.

Further none of our Promoters or Directors has been declared as fugitive economic offender under Fugitive Economic

Offenders Act ,2018.

Prohibition by RBI

Neither our Company, nor our Promoters, our Directors, relatives (as per Companies Act, 2013) of Promoter or the

person(s) in control of our Company have been identified as a willful defaulter by the RBI or other governmental

authority and there has been no violation of any securities law committed by any of them in the past and no such

proceedings are pending against any of them except as details provided under section titled "Outstanding Litigations

and Material Developments" beginning on page 251 of the Draft Red Herring Prospectus.

Compliance with the Companies (Significant Beneficial Ownership) Rules, 2018

Our Company is in compliance with the Companies (Significant Beneficial Ownership) Rules, 2018 (“SBO Rules”),

to the extent applicable, as on the date of the Draft Red Herring Prospectus.

Under the SBO Rules certain persons who are ‘significant beneficial owners’, are required to intimate their beneficial

holdings to our Company in Form no. BEN-1. However, pursuant to the General Circular no. 8/2018 dated September

10, 2018 issued by the Ministry of Corporate Affairs, Government of India (“MCA”), filing of Form no. BEN – 1

262

under the SBO Rules has been deferred until further notification from MCA. Therefore, compliance by Promoters

and members of the Promoter Group, with the SBO Rules, to the extent applicable to each of them will be completed

only upon further notification by the MCA.

Eligibility for the Issue

Our Company is not ineligible in terms of Regulations 228 and 230(1) of SEBI ICDR Regulations 2018 for this Issue.

Our Company is an “unlisted issuer” in terms of the SEBI (ICDR) Regulations 2018; and this Issue is an “Initial

Public Issue” in terms of the SEBI (ICDR) Regulations 2018.

Our Company is eligible for the Issue in accordance with Regulation 229(1) of the SEBI (ICDR) Regulations 2018

and other provisions of Chapter IX of the SEBI (ICDR) Regulations 2018, as we are an Issuer whose post issue paid

up capital will not be more than ₹ 10 Crores and we may hence, issue Equity Shares to the public and propose to list

the same on the Small and Medium Enterprise Exchange (in this case being the "SME Platform of NSE EMERGE

(NSE)").

We confirm that:

In accordance with Regulation 260 of the SEBI (ICDR) Regulations 2018, this issue is 100% underwritten and shall

not restrict to minimum subscription level. The Book Running Lead Manager (BRLM) to the Issue shall underwrite

minimum 15% of the Total Issue Size. For further details, pertaining to said underwriting please refer to section titled

"General Information – Underwriting" beginning on page 52 of the Draft Red Herring Prospectus.

In accordance with Regulation 268(1) of the SEBI (ICDR) Regulations 2018, we shall ensure that the total number of

proposed allotees in the Issue shall be greater than or equal to fifty (50), otherwise, the entire application money will

be unblocked forthwith. If such money is not repaid within eight (8) Working Days from the date our Company

becomes liable to repay it, then our Company and every officer in default shall, on and from expiry of eight (8)

Working Days, be liable to repay such application money, with an interest at the rate as prescribed under the

Companies Act, 2013.

We file Draft Red Herring Prospectus with stock exchange. In accordance with Regulation 246(5) the SEBI (ICDR)

Regulations 2018, the copy of Draft Red Herring Prospectus shall also be submitted to SEBI. However SEBI shall

not issue any observations on our Draft Red Herring Prospectus.

In accordance with Regulation 261 of the SEBI (ICDR) Regulations 2018, we hereby confirm that we shall enter into

an agreement with the Book Running Lead Manager and a Market Maker to ensure compulsory Market Making for a

minimum period of three (3) years from the date of listing of Equity Shares on the SME Platform of NSE. For further

details of the arrangement of market making please refer to section titled "General Information – Details of the

Market Making Arrangements for this Issue" beginning on page 52 of the Draft Red Herring Prospectus. The post

issue paid up capital of the Company shall not be more than ₹ 25 Crore. The post issue capital of our company shall

be [●].

We further confirm that we shall be complying with all the other requirements as laid down for such an issue under

Chapter IX of SEBI (ICDR) Regulations 2018, as amended from time to time and subsequent circulars and guidelines

issued by SEBI and the Stock Exchange.

The Issuer should be a company incorporated under the Companies Act 1956

The Net worth (excluding revaluation reserves) of our Company is positive as per the latest audited financial results

and we have a positive cash accruals (earnings before depreciation and tax) from operations for at least 2 financial

years.

Our Company has track record of more than Three years.

263

We have positive cash accruals (earnings before depreciation and tax) from operations for at least 2 financial years as

mentioned below:

( ₹ in Lakhs)

Particulars 30th September,2018 F.Y. 2017-18 F.Y. 2016-17 F.Y. 2015-16

Net Profit after Income Tax

(as restated)

(Rs. In Lakhs)

355.86 729.69 165.81 97.89

Our Company has not been referred to the Board for Industrial and Financial Reconstruction (BIFR).

There is no winding up petition against our Company that has been admitted by the Court or a liquidator has not been

appointed of competent Jurisdiction against the Company.

No material regulatory or disciplinary action by a stock exchange or regulatory authority in the past three years against

the applicant company.

There has been no change in the promoter/s of the Company in the preceding one year from date of filing application

to NSE for listing on SME segment.

The provisions of Regulations 25(4), 25(5), Regulation 25(2), Regulation 99, Regulation 4, Regulation 6(1),

Regulation 103 and sub-regulation (2) of Regulation 47 of SEBI (ICDR) Regulations, 2018 shall not apply to us in

this Issue.

Our Company shall mandatorily facilitate trading in demat securities and will enter into an agreement with both the

depositories. The Company has entered into an agreement for registration with the Central Depositary Services

Limited (CDSL) dated September 10, 2018 and National Securities Depository Limited dated October 16, 2018 for

establishing connectivity.

Our Company has a website i.e. www.novusgreen.in

We confirm that we comply with all the above requirements / conditions so as to be eligible to be listed on the SME

Platform of the NSE EMERGE.

Compliance with Part A of Schedule VI of the SEBI (ICDR) Regulations

Our Company is in compliance with the provisions specified in Part A of Schedule VI of the SEBI (ICDR) Regulations

2018. No exemption from eligibility norms has been sought under Regulation 300 of the SEBI (ICDR) Regulations

2018, with respect to the Issue.

DISCLAIMER CLAUSE OF SEBI

IT IS TO BE DISTINCTLY UNDERSTOOD THAT SUBMISSION OF ISSUE DOCUMENT TO THE

SECURITIES AND EXCHANGE BOARD OF INDIA (SEBI)/ STOCK EXCHANGE SHOULD NOT IN ANY

WAY BE DEEMED OR CONSTRUED THAT THE SAME HAS BEEN CLEARED OR APPROVED BY

SEBI/ STOCK EXCHANGE. SEBI/ STOCK EXCHANGE DOES NOT TAKE ANY RESPONSIBILITY

EITHER FOR THE FINANCIAL SOUNDNESS OF ANY SCHEME OR THE PROJECT FOR WHICH THE

ISSUE IS PROPOSED TO BE MADE OR FOR THE CORRECTNESS OF THE STATEMENTS MADE OR

OPINIONS EXPRESSED IN THE ISSUE DOCUMENT. THE BOOK RUNNING LEAD MANAGER,

CAPITAL SQUARE ADVISORS PRIVATE LIMITED HAS CERTIFIED THAT THE DISCLOSURES

MADE IN THE ISSUE DOCUMENT ARE GENERALLY ADEQUATE AND ARE IN CONFORMITY

WITH THE SEBI (ISSUE OF CAPITAL AND DISCLOSURE REQUIREMENTS) REGULATIONS, 2018 IN

http://www.novusgreen.in/

264

FORCE FOR THE TIME BEING. THIS REQUIREMENT IS TO FACILITATE INVESTORS TO TAKE

AN INFORMED DECISION FOR MAKING INVESTMENT IN THE PROPOSED ISSUE.

IT SHOULD ALSO BE CLEARLY UNDERSTOOD THAT WHILE THE ISSUER IS PRIMARILY

RESPONSIBLE FOR THE CORRECTNESS, ADEQUACY AND DISCLOSURE OF ALL RELEVANT

INFORMATION IN THE ISSUE DOCUMENT, THE BOOK RUNNING LEAD MANAGER , CAPITAL

SQUARE ADVISORS IS EXPECTED TO EXERCISE DUE DILIGENCE TO ENSURE THAT THE ISSUER

DISCHARGES ITS RESPONSIBILITY ADEQUATELY IN THIS BEHALF AND TOWARDS THIS

PURPOSE, THE BOOK RUNNING LEAD MANAGER HAS FURNISHED TO SEBI A DUE DILIGENCE

CERTIFICATE DATED DECEMBER 27, 2018 WHICH READS AS FOLLOWS:

WE, THE UNDER NOTED BOOK RUNNING LEAD MANAGER TO THE ABOVE MENTIONED

FORTHCOMING ISSUE STATE AND CONFIRM AS FOLLOWS:

WE HAVE EXAMINED VARIOUS DOCUMENTS INCLUDING THOSE RELATING TO LITIGATION

LIKE COMMERCIAL DISPUTES, PATENT DISPUTES, DISPUTES WITH COLLABORATORS, ETC.

AND OTHER MATERIAL IN CONNECTION WITH THE FINALISATION OF THE DRAFT RED

HERRING PROSPECTUS PERTAINING TO THE SAID ISSUE

ON THE BASIS OF SUCH EXAMINATION AND THE DISCUSSIONS WITH THE ISSUER, ITS

DIRECTORS AND OTHER OFFICERS, OTHER AGENCIES, AND INDEPENDENT VERIFICATION OF

THE STATEMENTS CONCERNING THE OBJECTS OF THE ISSUE, PRICE JUSTIFICATION AND THE

CONTENTS OF THE DOCUMENTS AND OTHER PAPERS FURNISHED BY THE ISSUER, WE

CONFIRM THAT:

THE DRAFT RED HERRING PROSPECTUS FILED WITH THE BOARD IS IN CONFORMITY WITH

THE DOCUMENTS, MATERIALS AND PAPERS RELEVANT TO THE ISSUE;

ALL MATERIAL LEGAL REQUIREMENTS RELATING TO THE ISSUE AS ALSO THE REGULATIONS

GUIDELINES, INSTRUCTIONS ETC FRAMED/ ISSUED BY THE BOARD, THE CENTRAL

GOVERNMENT AND ANY OTHER COMPETENT AUTHORITY IN THIS BEHALF HAVE BEEN DULY

COMPLIED WITH; AND

THE MATERIAL DISCLOSURES MADE IN THE DRAFT RED HERRING PROSPECTUS ARE TRUE,

FAIR AND ADEQUATE TO ENABLE THE INVESTORS TO MAKE A WELL INFORMED DECISION AS

TO THE INVESTMENT IN THE PROPOSED ISSUE AND SUCH DISCLOSURES ARE IN ACCORDANCE

WITH THE REQUIREMENTS OF THE COMPANIES ACT, 2013, APPLICABLE PROVISIONS OF THE

COMPANIES ACT, 1956, THE SECURITIES AND EXCHANGE BOARD OF INDIA (ISSUE OF CAPITAL

AND DISCLOSURE REQUIREMENTS) REGULATIONS, 2018 AND OTHER APPLICABLE LEGAL

REQUIREMENTS.

WE CONFIRM THAT BESIDES OURSELVES, ALL THE INTERMEDIARIES NAMED IN THE DRAFT

RED HERRING PROSPECTUS ARE REGISTERED WITH THE BOARD AND THAT TILL DATE SUCH

REGISTRATION IS VALID.

WE HAVE SATISFIED OURSELVES ABOUT THE CAPABILITY OF THE UNDERWRITERS TO

FULFILL THEIR UNDERWRITING COMMITMENTS- NOTED FOR COMPLIANCE

WE CERTIFY THAT WRITTEN CONSENT FROM PROMOTER HAS BEEN OBTAINED FOR

INCLUSION OF THEIR SPECIFIED SECURITIES AS PART OF PROMOTERS’ CONTRIBUTION

SUBJECT TO LOCK-IN AND THE SPECIFIED SECURITIES PROPOSED TO FORM PART OF

PROMOTERS’ CONTRIBUTION SUBJECT TO LOCK-IN SHALL NOT BE DISPOSED / SOLD /

TRANSFERRED BY THE PROMOTER DURING THE PERIOD STARTING FROM THE DATE OF

265

FILING THE DRAFT RED HERRING PROSPECTUS WITH THE BOARD TILL THE DATE OF

COMMENCEMENT OF LOCK-IN PERIOD AS STATED IN THE DRAFT RED HERRING PROSPECTUS.

WE CERTIFY THAT REGULATION 237 OF THE SECURITIES AND EXCHANGE BOARD OF INDIA

(ISSUE OF CAPITAL AND DISCLOSURE REQUIREMENTS) REGULATIONS, 2018, WHICH RELATES

TO SPECIFIED SECURITIES INELIGIBLE FOR COMPUTATION OF PROMOTERS CONTRIBUTION,

HAS BEEN DULY COMPLIED WITH AND APPROPRIATE DISCLOSURES AS TO COMPLIANCE

WITH THE SAID REGULATION HAVE BEEN MADE IN THE DRAFT RED HERRING PROSPECTUS.

WE UNDERTAKE THAT SUB-REGULATION (2) OF REGULATION 236 AND CLAUSE (C) AND (D) OF

SUB-REGULATION (2) OF REGULATION 8 OF THE SECURITIES AND EXCHANGE BOARD OF

INDIA (ISSUE OF CAPITAL AND DISCLOSURE REQUIREMENTS) REGULATIONS, 200189 SHALL BE

COMPLIED WITH. WE CONFIRM THAT ARRANGEMENTS HAVE BEEN MADE TO ENSURE THAT

PROMOTERS’ CONTRIBUTION SHALL BE RECEIVED AT LEAST ONE DAY BEFORE THE

OPENING OF THE ISSUE. WE UNDERTAKE THAT AUDITORS’ CERTIFICATE TO THIS EFFECT

SHALL BE DULY SUBMITTED TO THE SEBI. WE FURTHER CONFIRM THAT ARRANGEMENTS

HAVE BEEN MADE TO ENSURE THAT PROMOTERS’ CONTRIBUTION SHALL BE KEPT IN AN

ESCROW ACCOUNT WITH A SCHEDULED COMMERCIAL BANK AND SHALL BE RELEASED TO

THE ISSUER ALONG WITH THE PROCEEDS OF THE PUBLIC ISSUE. – NOT APPLICABLE

WE CERTIFY THAT THE PROPOSED ACTIVITIES OF THE ISSUER FOR WHICH THE FUNDS ARE

BEING RAISED IN THE PRESENT ISSUE FALL WITHIN THE ‘MAIN OBJECTS’ LISTED IN THE

OBJECT CLAUSE OF THE MEMORANDUM OF ASSOCIATION OR OTHER CHARTER OF THE

ISSUER AND THAT THE ACTIVITIES WHICH HAVE BEEN CARRIED OUT UNTIL NOW ARE VALID

IN TERMS OF THE OBJECT CLAUSE OF ITS MEMORANDUM OF ASSOCIATION

WE CONFIRM THAT NECESSARY ARRANGEMENTS HAVE BEEN MADE TO ENSURE THAT THE

MONEYS RECEIVED PURSUANT TO THE ISSUE ARE KEPT IN A SEPARATE BANK ACCOUNT AS

PER THE PROVISIONS OF SUB-SECTION (3) OF SECTION 40 OF THE COMPANIES ACT, 2013 AND

THAT SUCH MONEYS SHALL BE RELEASED BY THE SAID BANK ONLY AFTER PERMISSION IS

OBTAINED FROM ALL THE STOCK EXCHANGE MENTIONED IN THE DRAFT RED HERRING

PROSPECTUS. WE FURTHER CONFIRM THAT THE AGREEMENT ENTERED INTO BETWEEN THE

BANKERS TO THE ISSUE AND THE ISSUER SPECIFICALLY CONTAINS THIS CONDITION – NOTED

FOR COMPLIANCE

WE CERTIFY THAT A DISCLOSURE HAS BEEN MADE IN THE DRAFT RED HERRING

PROSPECTUS THAT THE INVESTORS SHALL BE GIVEN AN OPTION TO GET THE SHARES IN

DEMAT MODE- NOTED FOR COMPLIANCE

WE CERTIFIED THAT ALL APPLICABLE PROVISIONS OF THESE REGULATIONS WHICH RELATE

TO RECEIPT OF PROMOTERS’’ CONTRIBUTION PRIOR TO OPENING OF THE ISSUE, SHALL BE

COMPLIED WITH. ARRANGEMENTS HAVE BEEN MADE TO ENSURE THAT THE PROMOTERS’

CONTRIBUTION SHALL BE RECEIVED AT LEAST ONE DAY BEFORE THE OPENING OF THE

ISSUE AND THAT THE AUDITORS’ CERTIFICATE TO THIS EFFECT SHALL BE DULY SUBMITTED

TO THE BOARD. WE FURTHER CONFIRM THAT ARRANGEMENTS HAVE BEEN MADE TO

ENSURE THAT THE PROMOTERS’ CONTRIBUTION SHALL BE KEPT IN AN ESCROW ACCOUNT

WITH A SCHEDULED COMMERCIAL BANK AND SHALL BE RELEASED TO THE ISSUER ALONG

WITH THE PROCEEDS OF THE ISSUE.

WE CERTIFY THAT THE FOLLOWING DISCLOSURES HAVE BEEN MADE IN THE DRAFT RED

HERRING PROSPECTUS:

AN UNDERTAKING FROM THE ISSUER THAT AT ANY GIVEN TIME, THERE SHALL BE ONLY ONE

DENOMINATION FOR THE EQUITY SHARES OF THE ISSUER AND

266

AN UNDERTAKING FROM THE ISSUER THAT IT SHALL COMPLY WITH SUCH DISCLOSURE AND

ACCOUNTING NORMS SPECIFIED BY THE BOARD FROM TIME TO TIME.

WE UNDERTAKE TO COMPLY WITH THE REGULATIONS PERTAINING TO ADVERTISEMENT IN

TERMS OF THE SECURITIES AND EXCHANGE BOARD OF INDIA (ISSUE OF CAPITAL AND

DISCLOSURE REQUIREMENTS) REGULATIONS, 2018 WHILE MAKING THE ISSUE. NOTED FOR

COMPLIANCE

WE ENCLOSE A NOTE EXPLAINING HOW THE PROCESS OF DUE DILIGENCE HAS BEEN

EXERCISED BY US IN VIEW OF THE NATURE OF CURRENT BUSINESS BACKGROUND OR THE

ISSUER, SITUATION AT WHICH THE PROPOSED BUSINESS STANDS, THE RISK FACTORS,

PROMOTERS EXPERIENCE, ETC.

WE ENCLOSE A CHECKLIST CONFIRMING REGULATION-WISE COMPLIANCE WITH THE

APPLICABLE PROVISIONS OF THE SECURITIES AND EXCHANGE BOARD OF INDIA (ISSUE OF

CAPITAL AND DISCLOSURE REQUIREMENTS) REGULATIONS, 2018, CONTAINING DETAILS

SUCH AS THE REGULATION NUMBER, ITS TEX T, THE STATUS OF COMPLIANCE, PAGE NUMBER

[] OF THE DRAFT RED HERRING PROSPECTUS WHERE THE REGULATION HAS BEEN

COMPLIED WITH AND OUR COMMENTS, IF ANY.

WE ENCLOSE STATEMENT ON ‘PRICE INFORMATION OF PAST ISSUES HANDLED BY

MERCHANT BANKERS (WHO ARE RESPONSIBLE FOR PRICING THIS ISSUE)’, AS PER FORMAT

SPECIFIED BY THE SEBI THROUGH CIRCULAR- DETAILS ARE ENCLOSED IN ANNEXURE A-NOT

APPLICABLE AS THIS IS THE FIRST ISSUE

WE CERTIFY THAT PROFITS FROM RELATED PARTY TRANSACTIONS HAVE ARISEN FROM

LEGITIMATE BUSINESS TRANSACTIONS.

ADDITIONAL CONFIRMATIONS/ CERTIFICATION TO BE GIVEN BY BOOK RUNNING LEAD

MANAGER IN DUE DILIGENCE CERTIFICATE TO BE GIVEN ALONG WITH OFFER DOCUMENT

REGARDING SME EXCHANGE

WE CONFIRM THAT NONE OF THE INTERMEDIARIES NAMED IN THE OFFER DOCUMENT HAVE

BEEN DEBARRED FROM FUNCTIONING BY ANY REGULATORY AUTHORITY.

WE CONFIRM THAT ALL THE MATERIAL DISCLOSURES IN RESPECT OF THE ISSUER HAVE

BEEN MADE IN OFFER DOCUMENT AND CERTIFY THAT ANY MATERIAL DEVELOPMENT IN

THE ISSUER OR RELATING TO THE ISSUE UP TO THE COMMENCEMENT OF LISTING AND

TRADING OF THE SPECIFIED SECURITIES OFFERED THROUGH THIS ISSUE SHALL BE

INFORMED THROUGH PUBLIC NOTICES/ADVERTISEMENTS IN ALL THOSE NEWSPAPERS IN

WHICH PRE-ISSUE ADVERTISEMENT AND ADVERTISEMENT FOR OPENING OR CLOSURE OF

THE ISSUE HAVE BEEN GIVEN.

WE CONFIRM THAT THE ABRIDGED PROSPECTUS CONTAINS ALL THE DISCLOSURES AS

SPECIFIED IN THE SECURITIES AND EXCHANGE BOARD OF INDIA (ISSUE OF CAPITAL AND

DISCLOSURE REQUIREMENTS) REGULATIONS, 2018.- NOTED FOR COMPLIANCE

WE CONFIRM THAT AGREEMENTS HAVE BEEN ENTERED INTO WITH THE DEPOSITORIES FOR

DEMATERIALISATION OF THE SPECIFIED SECURITIES OF THE ISSUER.

WE CERTIFY THAT AS PER THE REQUIREMENTS OF FIRST PROVISION TO SUB-REGULATION

(2) OF REGULATION 236 OF SECURITIES AND EXCHANGE BOARD OF INDIA (ISSUE OF CAPITAL

AND DISCLOSURE REQUIREMENTS) REGULATIONS, 2018; THE CASH FLOW STATEMENT HAS

BEEN PREPARED AND DISCLOSED IN THE DRAFT RED HERRING PROSPECTUS. – NOT

APPLICABLE

WE CONFIRM THAT UNDERWRITING AND MARKET MAKING ARRANGEMENTS AS PER

REQUIREMENTS OF REGULATION 260 AND 261 OF THE SECURITIES AND EXCHANGE BOARD OF

267

INDIA (ISSUE OF CAPITAL AND DISCLOSURE REQUIREMENTS) REGULATIONS, 2018, HAVE BEEN

MADE.

Note:

The filing of the Draft Red Herring Prospectus does not, however, absolve our Company from any liabilities under

section 34, section 35, Section 36 and Section 38 (1) of the Companies Act, 2013 or from the requirement of obtaining

such statutory and / or other clearances as may be required for the purpose of the proposed Issue. SEBI further reserves

the right to take up at any point of time, with the Book Running Lead Manager any irregularities or lapses in the Draft


All legal requirements pertaining to the Issue will be complied with at the time of registration of the Draft Red Herring

Prospectus with the Registrar of Companies, Mumbai, Maharashtra, in terms of sections 26, 32 and 33 of the


Disclaimer from our Company and the Book Running Lead Manager

Our Company and the Book Running Lead Manager accept no responsibility for statements made otherwise than

those contained in the Draft Red Herring Prospectus or, in case of the Company, in any advertisements or any other

material issued by or at our Company’s instance and anyone placing reliance on any other source of information

would be doing so at his or her own risk.

The Book Running Lead Manager accepts no responsibility, save to the limited extent as provided in the Issue

Agreement entered between the Book Running Lead Manager and our Company on December 27,2018 and the

Underwriting Agreement dated [●] entered into between the Underwriters and our Company and the Market Making

Agreement dated [●] entered into among the Market Maker and our Company.

All information shall be made available by our Company and the Book Running Lead Manager to the public and

investors at large and no selective or additional information would be available for a section of the investors in any

manner whatsoever including at road show presentations, in research or sales reports, at collection centers or

elsewhere.

The Book Running Lead Manager and their respective associates and affiliates may engage in transactions with, and

perform services for, our Company, our Promoter Group, or our affiliates or associates in the ordinary course of

business and have engaged, or may in future engage, in commercial banking and investment banking transactions

with our Company, our Promoter Group, Group Entities, and our affiliates or associates, for which they have received

and may in future receive compensation.

Caution

Investors who apply in the Issue will be required to confirm and will be deemed to have represented to our Company

and the Underwriters and their respective directors, officers, agents, affiliates and representatives that they are eligible

under all applicable laws, rules, regulations, guidelines and approvals to acquire Equity Shares of our Company and

will not Issue, sell, pledge or transfer the Equity Shares of our Company to any person who is not eligible under

applicable laws, rules, regulations, guidelines and approvals to acquire Equity Shares of our Company. Our Company,

the Underwriters and their respective directors, officers, agents, affiliates and representatives accept no responsibility

or liability for advising any investor on whether such investor is eligible to acquire the Equity Shares in the Issue.

Disclaimer in Respect of Jurisdiction

This Issue is being made in India to persons resident in India (including Indian nationals resident in India who are

majors, HUFs, companies, corporate bodies and societies registered under applicable laws in India and authorized to

invest in shares, Indian mutual funds registered with SEBI, Indian financial institutions, commercial banks, regional

rural banks, cooperative banks (subject to RBI permission), or trusts under applicable trust law and who are authorized

268

under their constitution to hold and invest in shares, public financial institutions as specified in Section 2(72) of the

Companies Act, 2013, VCFs, state industrial development corporations, insurance companies registered with the

Insurance Regulatory and Development Authority, provident funds (subject to applicable law) with a minimum corpus

of ₹ 2,500.00 Lakh and pension funds with a minimum corpus of ₹ 2,500.00 Lakh, and permitted non-residents

including FIIs, Eligible NRIs, multilateral and bilateral development financial institutions, FVCIs and eligible foreign

investors, 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 provided that they are eligible under all applicable laws and

regulations to hold Equity Shares of our Company. The Draft Red Herring Prospectus does not, however, constitute

an Issue to sell or an invitation to subscribe for Equity Shares Issued hereby in any jurisdiction other than India to any

person to whom it is unlawful to make an Issue or invitation in such jurisdiction. Any person into whose possession

the Draft Red Herring Prospectus comes is required to inform himself or herself about, and to observe, any such

restrictions.

Any dispute arising out of this Issue will be subject to jurisdiction of the competent court(s) only.

No action has been, or will be, taken to permit a public Issuing in any jurisdiction where action would be required for

that purpose. Accordingly, the Equity Shares represented hereby may not be Issued or sold, directly or indirectly, and

the Draft Red Herring Prospectus may not be distributed in any jurisdiction, except in accordance with the legal

requirements applicable in such jurisdiction. Neither the delivery of the Draft Red Herring Prospectus nor any sale

hereunder shall, under any circumstances, create any implication that there has been no change in the affairs of our

Company from the date hereof or that the information contained herein is correct as of any time subsequent to this

date.

Disclaimer Clause of the SME Platform of NSE EMERGE

As required, a copy of this Issue Document has been submitted to SME Platform of NSE (NSE Emerge). (NSE) has

given vide its letter [●] dated [●] permission to the Issuer to use the Exchange’s name in this Issue Document on

which this Issuer’s securities are proposed to be listed. The Exchange has scrutinized draft Issue Document for its

limited internal purpose of deciding on the matter of granting the aforesaid permission to this Issuer. It is to be

distinctly understood that the aforesaid permission given by NSE Emerge should not in any way be deemed or

construed that the Issue Document has been cleared or approved by NSE Emerge; nor does it in any manner warrant,

certify or endorse the correctness or completeness of any of the contents of this Issue document; nor does it warrant

that this Issuer’s securities will be listed or will continue to be listed on the Exchange; nor does it take any

responsibility for the financial or other soundness of this Issuer, its Promoter, its management or any scheme or project

of this Issuer.

Every person who desires to apply for or otherwise acquire any securities of this Issuer may do so pursuant to

independent inquiry, investigation and analysis and shall not have any claim against the Exchange whatsoever by

reason of any loss which may be suffered by such person consequent to or in connection with such subscription

/acquisition whether by reason of anything stated or omitted to be stated herein or any other reason whatsoever.

Disclaimer Clause under Rule 144A of the U.S. Securities Act

The Equity Shares have not been, and will not be, registered under the U.S. Securities Act 1933, as amended (the

"Securities Act") or any state securities laws in the United States and may not be Issued or sold within the United

States or to, or for the account or benefit of, "U.S. persons" (as defined in Regulation S under the Securities Act),

except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities

Act. Accordingly, the Equity Shares will be Issued and sold outside the United States in compliance with Regulation

S of the Securities Act and the applicable laws of the jurisdiction where those Issues and sales occur. The Equity

Shares have not been, and will not be, registered, listed or otherwise qualified in any other jurisdiction outside India

and may not be Issued or sold, and Bids may not be made by persons in any such jurisdiction, except in compliance

with the applicable laws of such jurisdiction.

269

Further, each Applicant where required agrees that such Applicant will not sell or transfer any Equity Shares or create

any economic interest therein, including any off-shore derivative instruments, such as participatory notes, issued

against the Equity Shares or any similar security, other than pursuant to an exemption from, or in a transaction not

subject to, the registration requirements of the Securities Act and in compliance with applicable laws and legislations

in each jurisdiction, including India.

Filing

We file Draft Red Herring Prospectus with stock exchange. In accordance with Regulation 246(5) the SEBI (ICDR)

Regulations 2018, the soft copy of Draft Red Herring Prospectus shall also be submitted to SEBI. However SEBI

shall not issue any observations on our Draft Red Herring Prospectus.

A copy of the Prospectus shall be filed with SEBI at the Securities and Exchange Board of India, Corporation Finance

Department, SEBI Bhavan, 1st Floor, Indira Chambers, 8-2 622/5/A/1, Road No.10, Avenue4, Banjara Hills,

Hyderabad-500034, India for their record purpose only.

A copy of the Prospectus, along with the documents required to be filed under Section 32 of the Companies Act, 2013

would be delivered for registration to the Registrar of Companies, Hyderabad, 2ND Floor, Corporate Bhawan, GSI

Post, Tattiannaram Nagole, Bandlaguda, Hyderabad - 500 068, India.

Listing

The Equity Shares of our Company are proposed to be listed on SME Platform of NSE (NSE Emerge). Our Company

has obtained in-principle approval from (NSE) by way of its letter dated [●] for listing of equity shares on SME

Platform of NSE (NSE Emerge).

NSE Emerge will be the Designated Stock Exchange, with which the Basis of Allotment will be finalized for the

Issue. If the permission to deal in and for an official quotation of the Equity Shares on the SME Platform is not granted

by NSE, our Company shall forthwith repay, without interest, all moneys received from the applicants in pursuance

of the Draft Red Herring Prospectus. If such money is not repaid within eight (8) days from the date our Company

becomes liable to repay it, then our Company and every officer in default shall, on and from expiry of eight (8) days,

be liable to repay such application money, with interest at the rate as prescribed under the Companies Act, 2013.

Our Company shall ensure that all steps for the completion of the necessary formalities for listing and commencement

of trading at the SME Platform of NSE mentioned above are taken within Six (6) Working Days of the Issue Closing

Date.

Impersonation

Attention of the Applicants is specifically drawn to the provisions of sub-section (1) of Section 38 of the Companies

Act, 2013 which is reproduced below:

Any person who-

Makes or abets making of an application in a fictitious name to a company for acquiring, or subscribing for, its

securities; or

Makes or abets making of multiple applications to a company in different names or in different combinations of his

name or surname for acquiring or subscribing for its securities; or

Otherwise induces directly or indirectly a company to allot, or register any transfer of, securities to him, or to any

other person in a fictitious name, shall be liable to action under section 447 of the Companies, Act 2013

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Consents

Consents in writing of (a) Our Directors, Our Promoters, Our Company Secretary & Compliance Officer, Chief

Financial Officer, Our Statutory Auditor, Key Managerial Personnel, Our Peer Review Auditor, Our Banker(s) to the

Company; (b) Book Running Lead Manager, Registrar to the Issue, Banker(s) to the Issue, Legal Advisor to the Issue,

Underwriter(s) to the Issue and Market Maker to the Issue to act in their respective capacities shall be obtained as

required as required under section 26 of the Companies Act, 2013 and shall be filed along with a copy of the Draft

Red Herring Prospectus with the RoC, as required under Sections 32 of the Companies Act, 2013 and such consents

will not be withdrawn up to the time of delivery of the Prospectus for registration with the RoC.

In accordance with the Companies Act and the SEBI (ICDR) Regulations 2018, Sachin Agrawal & Associates.

Chartered Accountants, Statutory Auditors of the Company have agreed to provide their written consent to the

inclusion of their respective reports on “Statement of Tax Benefits” relating to the possible tax benefits and restated

financial statements as included in the Draft Red Herring Prospectus in the form and context in which they appear

therein and such consent and reports will not be withdrawn up to the time of delivery of the Draft Red Herring

Prospectus.

Experts Opinion

Except for the reports in the section “Financial Statement” and “Statement of Tax Benefits” on page 177 and 85 of

the Draft Red Herring Prospectus from the Peer Review Auditors and Statutory Auditor respectively, our Company

has not obtained any expert opinions. For the sake of clarity, the term “expert” shall not be construed to mean an

“expert”" as defined under the U.S. Securities Act 1933.

Expenses of the Issue

The Estimated Issue expenses are as under: -

Activity Expenses (₹ in

Lakhs)

% of Total

Estimated Issue

Expenditure

% of

Issue Size

Payment to the Book Running Lead Manager including,

Underwriting and Selling commissions, Brokerages,

payment to other intermediaries such as Legal Advisors,

Registrars, Bankers etc. and other Out of Pocket

Expenses

[●] [●] [●]

Printing and Stationery and Postage Expenses

Advertising and Marketing Expenses

Regulatory Fee and Expenses

[●]

[●]

[●]

Total [●] [●] [●]

Fees, Brokerage and Selling Commission payable to the Book Running Lead Manager

The total fees payable to the Book Running Lead Manager will be as per the (i) Issue Agreement dated December

27,2018, with the Book Running Lead Manager, Capital Square Advisors Private Limited, (ii) the Underwriting

Agreement dated [●] Underwriter Capital Square Advisors Private Limited and (iii) the Market Making Agreement

dated [●]with Market Maker [●], a copy of which is available for inspection at our Registered Office from 10.00 am

to 5.00 pm on all Working Days from the date of the Draft Red Herring Prospectus until the Issue Closing Date.

Fees Payable to the Registrar to the Issue

The fees payable to the Registrar to the Issue for processing of applications, data entry, printing of refund orders,

preparation of refund data on magnetic tape and printing of bulk mailing register will be as per the agreement between

our Company and the Registrar to the Issue dated December 26, 2018 a copy of which is available for inspection at

our Company’s Registered Office.

271

The Registrar to the Issue will be reimbursed for all out-of-pocket expenses including cost of stationery, postage,

stamp duty, and communication expenses. Adequate funds will be provided to the Registrar to the Issue to enable it

to make refunds in any of the modes described in the Draft Red Herring Prospectus or send allotment advice by

registered post/speed post.

Particulars regarding Public or Rights Issues during the last five (5) years

Our Company has not made any previous public or rights issue in India or Abroad the five (5) years preceding the

date of the Draft Red Herring Prospectus.

Previous issues of Equity Shares otherwise than for cash

For detailed description please refer to section titled "Capital Structure" beginning on page 62 of the Draft Red

Herring Prospectus.

Underwriting Commission, brokerage and selling commission on Previous Issues

Since this is the Initial Public Offering of our Company’s Equity Shares, no sum has been paid or has been payable

as commission or brokerage for subscribing for or procuring or agreeing to procure subscription for any of the Equity

Shares since our incorporation.

Particulars in regard to our Company and other listed group-companies / subsidiaries/ associates under the same

management within the meaning of Section 370(1B) of the Companies Act, 1956 / Section 186 of the Companies Act,

2013 which made any capital issue during the last three years:

Neither our Company nor any other companies under the same management within the meaning of Section 370(1B)

of the Companies Act, 1956 has made/Section 186 of the Companies Act, 2013, have made any public issue or rights

issue during the last three years.

Performance vis-a-vis objects – Public/right issue of our Company and /or listed Group Companies/

subsidiaries and associates of our Company

Except as stated under section titled "Capital Structure" beginning on page 62 of the Draft Red Herring Prospectus

our Company has not undertaken any previous public or rights issue. None of the Group Companies/ Entities or

associates of our Company are listed on any stock exchange.

Performance vis-a-vis objects - Last Issue of Group/Associate Companies

All of our Group / Associate are unlisted and have not made a public issue of shares in the last ten (10) years preceding

the date of the Draft Red Herring Prospectus.

Outstanding Debentures or Bond Issues or Redeemable Preference Shares

Our Company does not have any outstanding debentures or bonds or Preference Redeemable Shares as on the date of

filing the Draft Red Herring Prospectus.

Outstanding Convertible Instruments

Our Company does not have any outstanding convertible instruments as on the date of filing the Draft Red Herring

Prospectus.

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Option to Subscribe

Equity Shares being issued through the Draft Red Herring Prospectus can be applied for in dematerialized form only.

Stock Market Data of the Equity Shares

This being a public Issue of the Equity Shares of our Company, the Equity Shares are not listed on any Stock

Exchanges.

Mechanism for Redressal of Investor Grievances

The Agreement amongst the Registrar to the Issue, our Company provides for retention of records with the Registrar

to the Issue for a period of at least three (3) year from the last date of dispatch of the letters of allotment, or demat

credit or where refunds are being made electronically, giving of unblocking instructions to the clearing system, to

enable the investors to approach the Registrar to the Issue for redressal of their grievances.

All grievances relating to the Issue may be addressed to the Registrar to the Issue, giving full details such as name,

address of the applicant, application number, number of Equity Shares applied for, amount paid on application,

Depository Participant, and the bank branch or collection center where the application was submitted.

All grievances relating to the ASBA process may be addressed to the SCSBs, giving full details such as name, address

of the applicant, number of Equity Shares applied for, amount paid on application and the relevant Designated Branch

or the collection center of the SCSBs where the Application Form was submitted by the ASBA Applicants.

The Applicant should give full details such as name of the sole/ first Applicant, Application Form number, Applicant

DP ID, Client ID, PAN, date of the Application Form, address of the Applicant, number of the Equity Shares applied

for and the name and address of the Designated Intermediary where the Application Form was submitted by the

Applicant. Further, the investor shall also enclose the Acknowledgement Slip from the Designated Intermediaries in

addition to the documents or information mentioned hereinabove.

Disposal of Investor Grievances by our Company

Our Company estimates that the average time required by our Company or the Registrar to the Issue for the redressal

of routine investor grievances shall be fifteen (15) Working Days from the date of receipt of the complaint. In case of

complaints that are not routine or where external agencies are involved, our Company will seek to redress these

complaints as expeditiously as possible.

Our Company has appointed Mr. Sannapaneni Sudheer, as the Compliance Officer to redress complaints, if any, of

the investors participating in the Issue. Contact details for our Company Secretary and Compliance Officer are as

follows:

Telephone: +(91)-040-69993245

Fax: +(91)-040-40045515


Investors can contact the Compliance Officer or the Registrar in case of any pre-Issue or post-Issue related problems

such as non-receipt of letters of allocation, credit of allotted Equity Shares in the respective beneficiary account etc.

Pursuant to the press release no. PR. No. 85/2011 dated June 8, 2011, SEBI has launched a centralized web based

complaints redress system “SCORES”. This would enable investors to lodge and follow up their complaints and track

the status of redressal of such complaints from anywhere. For more details, investors are requested to visit the website

www.scores.gov.in


http://www.scores.gov.in/

273

Status of Investor Complaints

We confirm that we have not received any investor compliant during the three years preceding the date of the Draft

Red Herring Prospectus and hence there are no pending investor complaints as on the date of the Draft Red Herring

Prospectus.

Disposal of investor grievances by listed companies under the same management as our Company

We do not have any listed company under the same management.

Change in Auditors during the last three (3) years

There is change in Auditor during the last three (3) years.


M.M Reddy & Company, Chartered

Accountants

October 09, 2018 Appointment of M/s. NSVR and Associates

LLP, Chartered Accountants.

Capitalization of Reserves or Profits

Except as disclosed under section titled "Capital Structure" beginning on page 62 of the Draft Red Herring

Prospectus, our Company has not capitalized its reserves or profits at any time during the last five (5) years.

Revaluation of Assets

Our Company has not revalued its assets in five (5) years preceding the date of the Draft Red Herring Prospectus.

Tax Implications

Investors who are allotted Equity Shares in the Issue will be subject to capital gains tax on any resale of the Equity

Shares at applicable rates, depending on the duration for which the investors have held the Equity Shares prior to such

resale and whether the Equity Shares are sold on the Stock Exchanges. For details, please refer the section titled

"Statement of Tax Benefits" beginning on page 85 of this Draft Red Herring Prospectus.

Purchase of Property

Other than as disclosed under section titled "Our Business" beginning on page 115 of this Draft Red Herring

Prospectus, there is no property which has been purchased or acquired or is proposed to be purchased or acquired

which is to be paid for wholly or partly from the proceeds of the present Issue or the purchase or acquisition of which

has not been completed on the date of the Draft Red Herring Prospectus, other than property, in respect of which: -

The contract for the purchase or acquisition was entered into in the ordinary course of business, or the contract was

entered into in contemplation of the Issue, or that the Issue was contemplated in consequence of the contract; or the

amount of the purchase money is not material.

Except as stated elsewhere in the Draft Red Herring Prospectus, our Company has not purchased any property in

which the Promoter and/or Directors have any direct or indirect interest in any payment made there under.

Servicing Behaviour

Except as stated in the Draft Red Herring Prospectus, there has been no default in payment of statutory dues or of

interest or principal in respect of our borrowings or deposits.

274

Payment or benefit to officers of Our Company

Except statutory benefits upon termination of their employment in our Company or superannuation, no officer of our

Company is entitled to any benefit upon termination of his employment in our Company or superannuation.

Except as disclosed under sections titled "Our Management" and "Related Party Transactions" beginning on page

157 and 177 respectively of the Draft Red Herring Prospectus, none of the beneficiaries of loans and advances and

sundry debtors are related to the Directors of our Company.

275

SECTION VII ISSUE INFORMATION

TEMS OF THE ISSUE

The Equity Shares being issued are subject to the provisions of the Companies Act 2013, SEBI (ICDR) Regulations

2018, SCRR, SEBI Listing Regulations, our Memorandum and Articles of Association, the terms of this Draft Red

Herring Prospectus, the Abridged Prospectus, the Application Form, the Revision Form, the Confirmation of

Allocation Note and other terms and conditions as may be incorporated in the allotment advices and other

documents/certificates that may be executed in respect of this Issue. The Equity Shares shall also be subject to laws

as applicable, guidelines, notifications and regulations relating to the Issue of capital and listing and trading of

securities issued from time to time by SEBI, the Government of India, the Stock Exchanges, the RBI, the FIPB, RoC

and/or other authorities, as in force on the date of the Issue and to the extent applicable.

Please note that in terms of SEBI Circular CIR/CFD/POLICYCELL/11/2015 dated November 10, 2015, all the

investors applying to this Issue shall use only Application Supported by Blocked Amount (ASBA) facility for making

payment.

Authority for the Issue

The present Issue of upto 26,00,000 Equity Shares has been authorized by a resolution of the Board of Directors of

our Company at their meeting held on December 14,2018 and was approved by the Shareholders of the Company by

passing Special Resolution at the Extra Ordinary General Meeting held on December 14,2018.

Ranking of Equity Shares

The Equity Shares being issued shall be subject to the provisions of the Companies Act, 2013 and our Memorandum

and Articles of Association and shall rank pari-passu in all respects with the existing Equity Shares including in

respect of the rights to receive dividends and other corporate benefits, if any, declared by us after the date of Allotment.

For further details, please refer to “Main Provisions of the Articles of Association” beginning on page 330 of this

Draft Red Herring Prospectus.

Mode of Payment of Dividend

The declaration and payment of dividend will be as per the provisions of Companies Act, the Articles of Association,

the provisions of the SEBI Listing Regulations and any other rules, regulations or guidelines as may be issued by the

Government of India in connection thereto and recommended by the Board of Directors and the Shareholders at their

discretion and will depend on a number of factors, including but not limited to earnings, capital requirements and

overall financial condition of our Company. We shall pay dividends in cash and as per provisions of the Companies

Act. For further details, please refer to the chapter titled “Dividend Policy” beginning on 176 of this Draft Red Herring

Prospectus.

Face Value and Issue Price

The Equity Shares having a Face Value of ₹ 10.00 each are being issued in terms of this Draft Red Herring Prospectus

at the price of ₹ [●] per equity Share (including premium of ₹[●] per equity share). The Issue Price is determined by

our Company in consultation with the Book Running Lead Manager and is justified under the section titled “Basis

for Issue Price” on page 83 of this Draft Red Herring Prospectus. At any given point of time there shall be only one

denomination of the Equity Shares of our Company, subject to applicable laws.

Compliance with SEBI (ICDR) Regulations 2018

Our Company shall comply with all requirements of the SEBI ICDR Regulations 2018. Our Company shall comply

with all disclosure and accounting norms as specified by SEBI from time to time.

276

Rights of the Equity Shareholders

Subject to applicable laws, rules, regulations and guidelines and the Articles of Association, the equity shareholders

shall have the following rights:

1. Right to receive dividend, if declared;

2. Right to receive Annual Reports & notices to members;

3. Right to attend general meetings and exercise voting rights, unless prohibited by law;

4. Right to vote on a poll either in person or by proxy, in accordance with the provisions of the Companies Act;

5. Right to receive offer for rights shares and be allotted bonus shares, if announced;

6. Right to receive surplus on liquidation, subject to any statutory and preferential claim being satisfied;

7. Right of free transferability of the Equity Shares; subject to applicable laws including any RBI Rules and

Regulations; and

8. Such other rights, as may be available to a shareholder of a listed Public Limited Company under the Companies

Act, terms of the SEBI Listing Regulations and the Memorandum and Articles of Association of our Company.

For a detailed description of the main provisions of the Articles of Association of our Company relating to voting

rights, dividend, forfeiture and lien, transfer, transmission and/or consolidation/splitting, please refer to Section titled

“Main Provisions of Articles of Association” beginning on page 330 of this Draft Red Herring Prospectus.

Minimum Application Value, Market Lot and Trading Lot

As per ICDR Regulations 2018 and Section 29(1) of the Companies Act, 2013 the Equity Shares to be allotted must

be in Dematerialized form i.e. not in the form of physical certificates but be fungible and be represented by the

statement issued through electronic mode. Hence, the Equity Shares being issued can be applied for in the

dematerialized form only.

The trading of the Equity Shares will happen in the minimum contract size of [●] Equity Shares and the same may be

modified by the SME Platform of NSE Emerge from time to time by giving prior notice to investors at large.

Allocation and allotment of Equity Shares through this offer document will be done in multiples of [●] Equity Share

subject to a minimum allotment of [●] Equity Shares to the successful applicants in terms of the SEBI circular No.

CIR/MRD/DSA/06/2012 dated February 21, 2012.

Further, in accordance with Regulation 267(2) of the SEBI (ICDR) Regulations 2018 the minimum application size

in terms of number of specified securities shall not be less than Rupees One Lakh per application.

Minimum Number of Allottees

The minimum number of allottees in the Issue shall be 50 shareholders. In case the number of prospective allottees is

less than 50, no allotment will be made pursuant to this Issue and the amounts in the ASBA Account shall be

unblocked forthwith.

Joint Holders

Where two or more persons are registered as the holders of any Equity Shares, they will be deemed to hold such

Equity Shares as joint-holders with benefits of survivorship.

Nomination Facility to Investor

In accordance with Section 72 of the Companies Act, 2013, read with Companies (Share Capital and Debentures)

Rules, 2014, the sole or first applicant, along with other joint applicant, may nominate any one person in whom, in

the event of the death of sole Applicant or in case of joint applicant, death of all the applicants, as the case may be,

the Equity Shares allotted, if any, shall vest. A person, being a nominee, entitled to the Equity Shares by reason of the

death of the original holder(s), shall in accordance with Section 72 of the Companies Act, 2013, be entitled to the

277

same advantages to which he or she would be entitled if he or she were the registered holder of the Equity Share(s).

Where the nominee is a minor, the holder(s) may make a nomination to appoint, in the prescribed manner, any person

to become entitled to Equity Share(s) in the event of his or her death during the minority. A nomination shall stand

rescinded upon a sale of equity share(s) by the person nominating. A buyer will be entitled to make a fresh nomination

in the manner prescribed. Fresh nomination can be made only on the prescribed form available on request at the

Registered Office of our Company or to the Registrar and Transfer Agents of our Company.

In accordance with Section 72 of the Companies Act, 2013 any Person who becomes a nominee by virtue of Section

72 of the Companies Act, 2013 shall upon the production of such evidence as may be required by the Board, elect

either:

• to register himself or herself as the holder of the Equity Shares; or

• to make such transfer of the Equity Shares, as the deceased holder could have made.

Further, the Board may at any time give notice requiring any nominee to choose either to be registered himself or

herself or to transfer the Equity Shares, and if the notice is not complied with within a period of ninety days, the Board

may thereafter withhold payment of all dividends, bonuses or other moneys payable in respect of the Equity Shares,

until the requirements of the notice have been complied with.

Since the allotment of Equity Shares in this Issue will be made only in dematerialized form, there is no need to make

a separate nomination with our Company. Nominations registered with the respective depository participant of the

applicant would prevail. If the investors require changing the nomination, they are requested to inform their respective

depository participant.

ISSUE PROGRAMME

Event Indicative Date

ISSUE OPENING DATE [●]

ISSUE CLOSING DATE [●]

Minimum Subscription

In accordance with Regulation 260(1) of SEBI ICDR Regulations 2018, this Issue is 100% underwritten. Also, in

accordance with explanation to Regulation 260(1) of SEBI ICDR Regulations 2018, the underwriting shall not be

restricted to any minimum subscription level. This Issue is 100% underwritten and the details of the same have been

disclosed under section titled “General Information” on page 52 of this Draft Red Herring Prospectus.

As per section 39 of the new Companies Act, if the “stated minimum amount” has not been subscribed and the sum

payable on application is not received within a period of 30 days from the date of Issue of Prospectus, the application

money has to be returned within such period as may be prescribed.

If as prescribed, the issuer does not receive the minimum subscription of 90% of the offer through offer document

(except in case of an offer for sales of specified securities) on the date of closure of the issue, or if the subscription

level falls below 90% after the closure of the issue on account of cheque having been returned unpaid ( in case of the

right issue) or withdrawal of the applications or after technical rejections, or if the listing or trading permission is not

obtained from for the securities so offered under the offer document, the issuer shall forthwith refund the entire

subscription amount received. If there is a delay beyond fifteen days after the issuer becomes liable to pay the amount,

the issuer and every director of the issuer who are officers in default, shall pay interest at the rate of fifteen per cent.

per annum.

Further, in accordance with Regulation 268(1) of SEBI ICDR Regulations 2018, the minimum number of allottees in

this Issue shall be fifty (50). In case the minimum number of prospective allottees is less than fifty (50), no allotment

will be made pursuant to this Issue and the amounts in the ASBA Account shall be unblocked forthwith.

Further, in accordance with Regulation 267(2) of the SEBI (ICDR) Regulations 2018, the minimum application size

in terms of number of specified securities shall not be less than Rupees One Lakh per application.

278

The Equity Shares have not been and will not be registered, listed or otherwise qualified in any other jurisdiction

outside India and may not be offered or sold, and applications may not be made by persons in any such jurisdiction,

except in compliance with the applicable laws of such jurisdiction.

Arrangements for disposal of odd lots

The trading of the Equity Shares will happen in the minimum contract size of [●] equity shares in terms of the SEBI

circular No. CIR/MRD/DSA/06/2012 dated February 21, 2012. However, the Market Maker shall buy the entire

shareholding of a shareholder in 1 (one) lot, where value of such shareholding is less than the minimum contract size

allowed for trading on SME platform of NSE Emerge.

Application by Eligible NRIs, FPIs/FIIs or VCFs registered with SEBI

It is to be understood that there is no reservation for Eligible NRIs, FPIs/FIIs or VCF registered with SEBI. Such

Eligible NRIs, FPIs/FIIs or VCF registered with SEBI will be treated on the same basis with other categories for the

purpose of Allocation.

As per the extant policy of the Government of India, OCBs cannot participate in this Issue.

NRIs, FPIs/FIIs and foreign venture capital investors registered with SEBI are permitted to purchase shares of an

Indian company in a public Issue without the prior approval of the RBI, so long as the price of the equity shares to be

issued is not less than the price at which the equity shares are issued to residents. The transfer of shares between an

Indian resident and a non-resident does not require the prior approval of the FIPB or the RBI, provided that (i) the

activities of the investee company are under the automatic route under the foreign direct investment ("FDI") Policy

and the non-resident shareholding is within the sectoral limits under the FDI policy; and (ii) the pricing is in

accordance with the guidelines prescribed by the SEBI/RBI.

The current provisions of the Foreign Exchange Management (Transfer or Issue of Security by a Person Resident

outside India) Regulations, 2000, provides a general permission for the NRIs, FPIs and foreign venture capital

investors registered with SEBI to invest in shares of Indian companies by way of subscription in an IPO. However,

such investments would be subject to other investment restrictions under the Foreign Exchange Management

(Transfer or Issue of Security by a Person Resident outside India) Regulations, 2000, RBI and/or SEBI regulations as

may be applicable to such investors.

The Allotment of the Equity Shares to Non-Residents shall be subject to the conditions, if any, as may be prescribed

by the Government of India/RBI while granting such approvals.

Restrictions on transfer and transmission of shares or debentures and on their consolidation or splitting

Except for lock-in of the Pre-Issue Equity Shares and Promoter minimum contribution in the Issue as detailed in the

section titled “Capital Structure” beginning on page 62 of the Draft Red Herring Prospectus, and except as provided

in the Articles of Association of our Company, there are no restrictions on transfers of Equity Shares. There are no

restrictions on transfer and transmission of shares/ debentures and on their consolidation/ splitting except as provided

in the Articles of Association. For further details, please refer sub-heading "Main Provisions of the Articles of

Association" on page 330 of the Draft Red Herring Prospectus.

The above information is given for the benefit of the Applicants. The Applicants are advised to make their own

enquiries about the limits applicable to them. Our Company and the Book Running Lead Manager s do not accept

any responsibility for the completeness and accuracy of the information stated hereinabove. Our Company and the

Book Running Lead Manager are not liable to inform to inform the investors of any amendments or modifications or

changes in applicable laws or regulations, which may occur after the date of this Draft Red Herring Prospectus.

Applicants are advised to make their independent investigations and ensure that the number of Equity Shares Applied

for do not exceed the applicable limits under laws or regulations.

279

Option to receive Equity Shares in Dematerialized Form

As per Section 29(1) of the Companies Act, 2013 and in accordance with SEBI ICDR Regulations 2018, every

company making public offer shall issue securities only in dematerialized form only. Hence, the Equity Shares being

offered can be applied for in the dematerialized form only. The investors have an option either to receive the security

certificate or to hold the securities with depository. However, as per SEBI's circular RMB (compendium) series

circular no. 2 (1999-2000) dated February 16, 2000, it has been decided by the SEBI that trading in securities of

companies making an initial public offer shall be in dematerialized form only. The Equity Shares on Allotment will

be traded only on the dematerialized segment of the SME Exchange. Applicants will not have an option of Allotment

of the Equity Shares in physical form. Allottees shall have the option to re-materialize the Equity Shares, if they so

desire, as per the provisions of the Companies Act, 2013 and the Depositories Act.

Migration to Main Board

In accordance with the NSE Emerge Circular dated November 26, 2012, our Company will have to be mandatorily

listed and traded on the SME Platform of the NSE for a minimum period of two years from the date of listing and

only after that it can migrate to the Main Board of the NSE as per the guidelines specified by SEBI and as per the

procedures laid down under Chapter IX of the SEBI (ICDR) Regulations 2018.

As per the provisions of the Chapter IX of the SEBI (ICDR) Regulation, 2018, our Company may migrate to the main

board of NSE from the SME Exchange on a later date subject to the following:

• If the Paid up Capital of our Company is likely to increase above ₹ 25 Crores by virtue of any further issue

of capital by way of rights, preferential issue, bonus issue etc. (which has been approved by a special

resolution through postal ballot wherein the votes cast by the shareholders other than the promoters in favour

of the proposal amount to at least two times the number of votes cast by shareholders other than promoter

shareholders against the proposal and for which our Company has obtained in-principal approval from the

main board), we shall have to apply to NSE for listing our shares on its Main Board subject to the fulfillment

of the eligibility criteria for listing of specified securities laid down by the Main Board

OR

• If the Paid-Up Capital of our Company is more than ₹ 10.00 Crore and up to ₹ 25.00 Crore, our company

may still apply for migration to the Main Board If our Company fulfils the eligibility criteria for listing laid

down by the Main Board of NSE and if the same has been approved by a special resolution through postal

ballot wherein the votes cast by the shareholders other than the promoters in favour of the proposal amount

to at least two times the number of votes cast by shareholders other than promoter shareholders against the

proposal.

Market Making

The Equity Shares offered through this Issue are proposed to be listed on the SME Platform of NSE Emerge, wherein

the Book Running Lead Manager to this Issue shall ensure compulsory Market Making through the registered Market

Makers of the SME Exchange for a minimum period of 3 (three) years from the date of listing on the SME Platform

of NSE Emerge. For further details of the agreement entered into between our Company, the Book Running Lead

Manager and the Market Maker please refer to section titled "General Information - Details of the Market Making

Arrangements for this Issue" beginning on page 52 of this Draft Red Herring Prospectus.

In accordance with the SEBI Circular No. CIR/MRD/DSA/31/2012 dated November 27, 2012, it has been decided to

make applicable limits on the upper side for the Market Makers during market making process taking into

consideration the Issue size in the following manner:

280

Issue size Buy quote exemption threshold

(including mandatory initial inventory

of 5% of Issue size)

Re-entry threshold for buy quotes


inventory of 5% of Issue size)

Up to 20 Crore 25% 24%

20 to 50 Crore 20% 19%

50 to 80 Crore 15% 14%

Above 80 Crore 12% 11%

Further, the Market Maker shall give (2) Two way quotes till it reaches the upper limit threshold; thereafter it has the

option to give only sell quotes. Two (2) way quotes shall be resumed the moment inventory reaches the prescribed

re-entry threshold.

In view of the Market Maker obligation, there shall be no exemption/threshold on downside. However, in the event

the Market Maker exhausts its inventory through market making process on the platform of the exchange, the

concerned stock exchange may intimate the same to SEBI after due verification.

New Financial Instruments

There are no new financial instruments such as deep discounted bonds, debenture, warrants, secured premium notes,

etc. issued by our Company through this Issue.

Jurisdiction

Exclusive jurisdiction for the purpose of this Issue is with the competent courts / authorities in Mumbai, Maharashtra,

India.

The Equity Shares have not been and will not be registered under the U.S. Securities Act or any state securities laws

in the United States, and may not be offered or sold within the United States to, or for the account or benefit of “U.S.

persons” (as defined in Regulation S), except pursuant to an exemption from or in a transaction not subject to,

registration requirements of the U.S.

Securities Act and applicable U.S. state Securities laws. Accordingly, the Equity Shares are only being offered or sold

outside the United States in compliance with Regulation S under the Securities Act and the applicable laws of the

jurisdictions where those offers and sales occur.

The Equity Shares have not been and will not be registered, listed or otherwise qualified in any other jurisdiction

outside India and may not be offered or sold, and applications may not be made by persons in any such jurisdiction,

except in compliance with the applicable laws of such jurisdiction.

281

ISSUE STRUCTURE

The Public Issue of Upto 26,00,000 Equity Shares of 10/- each for cash at a price of ₹ [●] per Equity Share (including

a share premium of ₹ [●] per Equity Share) aggregating to ₹ [●] (the “Issue”) by our Company of which upto []

Equity Shares of ₹ 10 each will be reserved for subscription by Market Makers to the Issue (“Market Maker

Reservation Portion”) the Issue less the Market Maker Reservation Portion i.e. Issue of [●] Equity Shares of ₹ 10

each is hereinafter referred to as the “Net Issue”. This Issue and the Net Issue will constitute [●] % and [●] %

respectively of the post Issue paid up Equity Share capital of the Company.

This Issue is made through the Book Building Process.

Particulars QIBs* Non-Institutional

Bidders

Retail Individual

Bidders

Market Maker

Reservation Portion

Number of

Equity Shares

available for

allocation**

Not more than [●] Equity

Shares

Not less than [●] Equity

Shares or Issue less

allocation to QIBs and

Retail Individual Bidders

Not less than [●] Equity

Shares or Issue less

allocation to QIBs and

Non- Institutional

Bidders

[●] Equity Shares

Percentage of the

Issue Size

available for

allocation

Not more than 50% of the

Net Issue shall be available

for allocation to QIBs.

However, up to 5% of the Net

QIB Portion will be available

for allocation proportionately

to Mutual Funds only.

Not less than 15% of the

Net Issue or the Net Issue

less allocation to QIB

Bidders and Retail

Individual Bidders shall

be available for

allocation.

Not less than 35% of the

Net Issue, or the Net

Issue less allocation to

QIB Bidders and Non-

Institutional Bidders

shall be available for

allocation.

[●] % of the Issue

Basis of

Allocation, if

respective

category is

oversubscribed

Proportionate,

(a) At least [●] Equity Shares

will be available for

allocation on a proportionate

basis to Mutual Funds only;

And

(b) [●] Equity Shares will be

available for allocation on a

proportionate basis to all

other QIBs including Mutual

Funds receiving allocation as

per (a) above

Proportionate Allotment to each

Retail Individual

Bidder shall not be less

than the minimum Bid

Lot, subject to

availability of Equity

Shares in the Retail

Category, and the

remaining available

Equity Shares, if any,

shall be allotted on a

proportionate basis. For

more information, see

"Issue Procedure" on

page 284.

Firm Allotment

Mode of

Application

Through ASBA Process only

Mode of

Allotment

Compulsorily in dematerialized form

Minimum

Application

Such nos. of Equity Shares in

multiples of [●] Equity

Shares at an Issue Price of ₹

[●] such that the application

value exceeds₹ 2 Lakh

[●] Equity Shares

Such nos. of Equity

Shares in multiples of

[●] Equity Shares at an

Issue Price of ₹ [●] such

that the application

value exceeds ₹ 2 Lakh

[●] Equity Shares

Maximum

Application

Such nos. of Equity Shares

in multiples of [●] Equity

Shares such that the

application size does not

exceeds the Issue, subject to

applicable limit.

Such nos. of Equity

Shares in multiples of

[●] Equity Shares such

that the application size

does not exceeds the

Issue, subject to

applicable limit.

[●] Equity Shares [●] Equity Shares

Trading Lot [●] Equity Shares [●] Equity Shares.

However, the Market

282

Makers may accept odd

lots if any in the market

as required under the

SEBI (ICDR)

Regulations, 2018.

Application Lot

Size

[●] Equity Shares Thereafter

Equity Shares and in

multiples of [●] Equity

Shares

Who can

Apply***

Public financial institutions

specified in Section 2(72) of

the Companies Act, FPIs

(other than category III

FPIs), scheduled commercial

banks, mutual funds

registered with the SEBI,

venture capital funds

registered with SEBI, FVCIs,

Alternative Investment

Funds, multilateral and

bilateral development

financial institutions, state

industrial development

corporations, insurance

companies registered with

the Insurance Regulatory and

Development Authority,

provident funds with a

minimum corpus of ₹2500

Lakhs, pension funds with a

minimum corpus of ₹ 2500

Lakhs, the National

Investment Fund set up by

the GoI, insurance funds set

up and managed by the army,

navy, or air force of the

Union of India and Insurance

funds set up and managed by

the Department of Posts,

India and Systemically

Important NBFCs.

Companies, Corporate

Bodies, Scientific

Institutions, Societies,

Trusts, Resident Indian

Individuals, HUF (in the

name of Karta), Eligible

NRIs and sub accounts of

FIIs registered with

SEBI, which are foreign

corporates or individuals

Eligible QFIs and

Category III FPIs.

Resident Indian

individuals, HUFs (in

the name of the Karta)

and Eligible NRIs

applying for Equity

Shares such that the Bid

Amount does not

exceed 2,00,000 in

value

Market Maker

Terms of

Payment

Full Bid Amount shall be blocked by the SCSBs in the bank account of the ASBA Bidder that is specified in the

ASBA Form at the time of submission of the ASBA Form.

This Issue is being made in terms of Chapter IX of the SEBI (ICDR) Regulations 2018 through the Fixed Price method

and hence, as per of Regulation 253 of SEBI (ICDR) Regulations 2018, the allocation of Net Issue to the public

category shall be made as follows:

(a) not less than thirty five per cent to retail individual investors; and

(b) not less than fifteen per cent. to non-institutional investors

(c) not more than fifty per cent. to qualified institutional buyers, five per cent. of which shall be allocated

to mutual funds:

The unsubscribed portion in either of the categories specified in (a) or (b) above may be allocated to the applicants

in the other category.

In addition to five per cent. Allocation available in terms of clause (c), mutual funds shall be eligible for allocation

under the balance available for qualified institutional buyers.

283

Withdrawal of the Issue

Our Company in consultation with the Book Running Lead Manager, reserves the right not to proceed with this Issue

at any time before the Issue Opening Date, without assigning any reason thereof.

In case, the Company wishes to withdraw the Issue after Issue Opening but before allotment, the Company will give

public notice giving reasons for withdrawal of Issue. The public notice will appear in two widely circulated national

newspapers (one each in English and Hindi) and one in regional newspaper.

The Book Running Lead Manager, through the Registrar to the Issue, will instruct the SCSBs, to unblock the ASBA

Accounts within one Working Day from the day of receipt of such instruction. The notice of withdrawal will be issued

in the same newspapers where the pre-issue advertisements have appeared and the Stock Exchange will also be

informed promptly.

If the Company withdraws the Issue after the Issue Closing Date and subsequently decides to undertake a public

offering/Issue of Equity Shares, the Company will file a fresh Draft Red Herring Prospectus with the stock exchange

where the Equity Shares may be proposed to be listed.

Notwithstanding the foregoing, this Issue is subject to obtaining (i) the final listing and trading approvals of the Stock

Exchange, which our Company will apply for only after Allotment; and (ii) the final RoC approval to the Prospectus

after it is filed with the RoC.

Issue Programme

ISSUE OPENING DATE [●]

ISSUE CLOSING DATE [●]

Applications and any revisions to the same will be accepted only between 10.00 a.m. to 5.00 p.m. (Indian Standard

Time) during the Issue Period at the Application Centers mentioned in the Application Form, or in the case of ASBA

Applicants, at the Designated Bank Branches except that on the Issue Closing Date applications will be accepted only

between 10.00 a.m. and 3.00 p.m. (Indian Standard Time).

Applications will be accepted only on Working Days, i.e., Monday to Friday (excluding any public holiday).

284

ISSUE PROCEDURE

All Bidders should review the General Information Document for Investing in Public Issues prepared and issued in

accordance with the circular (CIR/CFD/DIL/12/2013) dated October 23, 2013 notified by SEBI (“General

Information Document”) included below under section “PART B – General Information Document”, which

highlights the key rules, processes and procedures applicable to public issues in general in accordance with the

provisions of the Companies Act 2013 (to the extent notified), the Companies Act, 1956 (to the extent not repealed

by the Companies Act, 2013), the Securities Contracts (Regulation) Act, 1956, the Securities Contracts (Regulation)

Rules, 1957 and the SEBI ICDR Regulations as amended. The General Information Document has been updated to

include reference to the Securities and Exchange Board of India (Foreign Portfolio Investors) Regulations, 2014,

SEBI Listing Regulations 2015 and certain notified provisions of the Companies Act, 2013, to the extent applicable

to a public issue. The General Information Document is also available on the websites of the Stock Exchanges and

the Book Running Book Running Lead Manager. Please refer to the relevant portions of the General Information

Document which are applicable to this Issue.

Pursuant to the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Fifth

Amendment) Regulations, 2015, there have been certain changes in the issue procedure for initial public Issuing

including making ASBA Process mandatory for all investors, allowing registrar, share transfer agents, collecting

depository participants and stock brokers to accept application forms. Further, SEBI, by its circular No.

(CIR/CFD/POLICYCELL/11/2015) dated November 10, 2015, reduced the time taken for listing after the closure of

an issue to six working days. These changes are applicable for all public issues which open on or after January 1,

2016.

Phased implementation of Unified Payments Interface SEBI has issued a circular

(SEBI/HO/CFD/DIL2/CIR/P/2018/138) dated November 1, 2018 in relation to streamlining the process of

public issue of inter alia, equity shares. Pursuant to the circular, Unified Payments Interface will be introduced

in a phased manner as a payment mechanism in addition to ASBA for applications by Retail Individual Bidders

through intermediaries. Phase I of this mechanism will be applicable from January 1, 2019.

Please note that the information stated/ covered in this section may not be complete and/or accurate and as such

would be subject to modification/change.

Our Company and the Book Running Lead Manager do not accept any responsibility for the completeness and

accuracy of the information stated in this section and the General Information Document. Bidders are advised to make

their independent investigations and ensure that their Applications do not exceed the investment limits or maximum

number of Equity Shares that can be held by them under applicable law or as specified in the Draft Red Herring

Prospectus and the Prospectus.

This section applies to all the Bidders, please note that all the Bidders are required to make payment of the full

Application Amount along with the Application Form.

Our Company and the BRLM are not liable for any amendments, modifications or change in applicable laws or

regulations, which may occur after the date of this Draft Red Herring Prospectus.

PART A

• Book Building Issue Procedure

This Issue is being made in compliance with the provisions of Reg. 229 of Chapter IX of the SEBI ICDR Regulations

2018 and through the Book Building Process wherein not less than 35% of the net issue to Public shall be available

for allocation to Retail Individual Bidders and not less than 15% to the Non Institutional Bidders and the balance 50%

shall be available for allocation to QIBs. Further 5% of the Issue shall be reserved for allocation to the Market Maker.

Under-subscription, if any, in any category, would be allowed to be met with spill over from any other category or

combination of categories, at the discretion of our Company in consultation with the BRLMs and the Designated

Stock Exchange.

285

Subject to valid Bids being received at or above the issue Price, allocation to all categories in the Net Issue, shall be

made on a proportionate basis, except for retail portion where allotment to each retail bidder shall not be less than the

minimum bid lot subject to availability of Equity shares in Retail portion, and the remaining available Equity shares,

if any, shall be allotted on a proportionate basis.

The Equity Shares, on Allotment, shall be traded only in the dematerialized segment of the Stock Exchanges.

Investors should note that the Equity Shares will be Allotted to all successful Bidders only in dematerialized

form. The Bid cum Application Forms which do not have the details of the Bidders’ depository account,

including DP ID, Client ID and PAN, shall be treated as incomplete and will be rejected. Bidders will not have

the option of being Allotted Equity Shares in physical form.

Bid cum Application Form

Copies of the Bid cum Application Form and the abridged prospectus will be available at the offices of the BRLM,

the Designated Intermediaries at Bidding Centres, and Registered Office of our Company. An electronic copy of the

Bid cum Application Form will also be available for download on the websites of the NSE (www.nseemerge.com),

the SCSBs, the Registered Brokers, the RTAs and the CDPs at least one day prior to the Bid/Issue Opening Date.

All Bidders shall mandatorily participate in the Issue only through the ASBA process. ASBA Bidders must provide

bank account details and authorization to block funds in the relevant space provided in the Bid cum Application Form

and the Bid cum Application Forms that do not contain such details are liable to be rejected.

ASBA Bidders shall ensure that the Bids are made on Bid cum Application Forms bearing the stamp of the Designated

Intermediary, submitted at the Collection Centres only (except in case of electronic Bid cum Application Forms) and

the Bid cum Application Forms not bearing such specified stamp are liable to be rejected.

The prescribed colour of the Bid Cum Application Form for various categories is as follows:

Category Colour

Indian Public / eligible NRI's applying on a non-repatriation basis (ASBA) White

Non-Residents including eligible NRI's, FPI‘s, FIIs, FVCIs, etc. applying on a repatriation

basis (ASBA)

Blue

Pursuant to SEBI Circular No. CIR/CFD/POLICYCELL/11/2015 Dated November 10, 2015, an Investor, intending

to subscribe to this Issue, shall submit a completed application form to any of the following Intermediaries

(Collectively called “Designated Intermediaries”):

The aforesaid intermediary shall, at the time of receipt of application, give an acknowledgement to investor, by giving

the counter foil or specifying the application number to the investor, as proof of having accepted the application form,

in physical or electronic mode, respectively.

Designated Intermediaries shall submit Bid cum Application Forms to SCSBs only.

Sr. No. Designated Intermediaries

1. An SCSB, with whom the bank account to be blocked, is maintained

2. A syndicate member (or sub-syndicate member)

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”)

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)

http://www.bseindia.com/



286

The upload of the details in the electronic bidding system of stock exchange will be done by:

Bidders shall submit an Application Form either in physical or electronic form to the SCSB's authorizing blocking

funds that are available in the bank account specified in the Application Form used by ASBA Bidders.

Availability of Draft Red Herring Prospectus/ Red Herring Prospectus/ Prospectus and Application Forms

The bid cum Application Forms and copies of the Draft Red Herring Prospectus/ Red Herring Prospectus/ Prospectus

may be obtained from the Registered Office of our Company, Book Running Lead Manager to the Issue, Registrar to

the Issue, as mentioned in the Application Form. The application forms may also be downloaded from the website of

NSE i.e. www.nseemerge.com.

Who can Bid?

In addition to the category of Bidders as set forth under ―Part B -General Information Document for Investing in

Public Issues-Category of Investors Eligible to participate in an Issue” on page [●] of this Draft Red Herring

Prospectus, the following persons are also eligible to invest in the Equity Shares under all applicable laws, regulations

and guidelines, including:

• FPIs and sub-accounts registered with SEBI other than Category III foreign portfolio investor;

• Category III foreign portfolio investors, which are foreign corporate or foreign individuals only under the

Non-Institutional Investors category;

• Scientific and / or industrial research organizations authorized in India to invest in the Equity Shares.

• Any other persons eligible to apply in this Issue under the laws, rules, regulations, guidelines and policies

applicable to them.

MAXIMUM AND MINIMUM APPLICATION SIZE

1. For Retail Individual Bidders

The Application must be for a minimum of [●] Equity Shares and in multiples of [●] Equity Shares thereafter, so as

to ensure that the Application Price payable by the Applicant does not exceed ₹ 2,00,000. In case of revision of

Applications, the Retail Individual Bidders have to ensure that the Application Price does not exceed ₹ 2,00,000.

2. For Other than Retail Individual Bidders (Non-Institutional Bidders and QIBs):

The Application must be for a minimum of such number of Equity Shares that the Application Amount exceeds ₹

2,00,000 and in multiples of [●] Equity Shares thereafter. An Application cannot be submitted for more than the Net

Issue Size. However, the maximum Application by a QIB investor should not exceed the investment limits prescribed

for them by applicable laws. Under existing SEBI Regulations, a QIB Applicant and Non Institutional Bidder cannot

withdraw its Application after the Issue Closing Date and is required to pay 100% Bid Amount upon submission of

Bid.

For Applications submitted

by investors to SCSB:

After accepting the form, SCSB shall capture and upload the relevant details in

the electronic bidding system as specified by the stock exchange and may begin

blocking funds available in the bank account specified in the form, to the extent

of the application money specified.

For applications submitted

by investors to

intermediaries other than

SCSBs:

After accepting the application form, respective Intermediary shall capture and

upload the relevant details in the electronic bidding system of the stock exchange.

Post uploading, they shall forward a schedule as per prescribed format along with

the application forms to designated branches of the respective SCSBs for blocking

of funds within one day of closure of Issue.



287

In case of revision in Applications, the Non-Institutional Bidders, who are individuals, have to ensure that the

Application Amount is greater than₹ 2,00,000 for being considered for allocation in the Non-Institutional Portion.

Bidders are advised to ensure that any single Application from them does not exceed the investment limits or

maximum number of Equity Shares that can be held by them under applicable law or regulation or as specified

in this Draft Red Herring Prospectus.

The above information is given for the benefit of the Bidders. The Company and the BRLMs are not liable for

any amendments or modification or changes in applicable laws or regulations, which may occur after the date

of this Draft Red Herring Prospectus. Bidders are advised to make their independent investigations and ensure

that the number of Equity Shares applied for do not exceed the applicable limits under laws or regulations.

PARTICIPATION BY ASSOCIATES /AFFILIATES OF BRLM AND THE SYNDICATE MEMBERS

The BRLM and Syndicate Members, if any shall not be entitled to subscribe to this Issue in any manner except towards

fulfilling their underwriting and market making obligations. However, associates/affiliates of the BRLM and

Syndicate Members, if any may subscribe for Equity Shares in the Issue, either in the QIB Category or in the Non-

Institutional Category as may be applicable to the Bidder, where the allocation is on a proportionate basis and such

subscription may be on their own account or on behalf of their clients.

Option to Subscribe in the Issue

a) As per Section 29(1) of the Companies Act 2013, allotment of Equity Shares shall be dematerialized form

only. Investors will not have the option of getting allotment of specified securities in physical form. However,

they may get the specified securities re-materialized subsequent to allotment.

b) The Equity Shares, on allotment, shall be traded on the Stock Exchange in demat segment only.

c) A single application from any investor shall not exceed the investment limit/minimum number of Equity

Shares that can be held by him/her/it under the relevant regulations/statutory guidelines and applicable law.

Information for the Bidders

• Our Company shall file the Red Herring Prospectus with the RoC at least three days before the Bid / Issue

Opening Date.

• Our Company shall, after registering the Red Herring Prospectus with the RoC, make a pre-Issue

advertisement, in the form prescribed under the ICDR Regulations 2018, in English and Hindi national

newspapers and one regional newspaper with wide circulation. In the pre-Issue advertisement, our Company

and the Book Running Lead Manager shall advertise the Issue Opening Date, the Issue Closing Date. This

advertisement, subject to the provisions of the Companies Act, shall be in the format prescribed in Part A of

Schedule X of the ICDR Regulations 2018.

• Our Company shall announce the Price Band at least five Working Days before the Issue Opening Date in

English and Hindi national newspapers and one regional newspaper with wide circulation.

• This announcement shall contain relevant financial ratios computed for both upper and lower end of the Price

Band. Further, this announcement shall be disclosed on the websites of the Stock Exchanges where the Equity

Shares are proposed to be listed and shall also be pre-filled in the application forms available on the websites

of the stock exchanges.

• The Issue Period shall be for a minimum of three Working Days. In case the Price Band is revised, the Issue

Period shall be extended, by an additional three Working Days, subject to the total Issue Period not exceeding

ten Working Days. The revised Price Band and Issue Period will be widely disseminated by notification to

the SCSBs and Stock Exchanges, and by publishing in English and Hindi national newspapers and one

regional newspaper with wide circulation and also by indicating the change on the websites of the Book

Running Lead Manager and at the terminals of the members of the Syndicate.

• The Book Running Lead Manager shall dispatch the Red Herring Prospectus and other Issue material

including Bid cum Application Form, to the Designated Stock Exchange, members of the Syndicate, Bankers

to the Issue, investors’ associations and SCSBs in advance.

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• Copies of the Bid cum Application Form will be available for all categories of Bidders, with the Designated

Branches, members of the Syndicate (at the Syndicate ASBA Bidding Centers) and at our Registered Office.

Electronic Bid cum Application Form will be available on the websites of the SCSBs and on the websites of

the Stock Exchanges at least one Working Day prior to the Issue Opening Date. Copies of the Bid cum

Application Form will be available for the Retail Individual Bidders with the members of the Syndicate and

at our Registered Office.

The Bidders should note that in case the PAN, the DP ID and Client ID mentioned in the Bid cum Application

Form and entered into the electronic bidding system of the Stock Exchanges by the Syndicate Member does

not match with the PAN, DP ID and Client ID available in the database of Depositories, the Bid cum

Application Form is liable to be rejected.

Application by Indian Public including eligible NRIs applying on Non-Repatriation Basis

Bid cum Application must be made only in the names of individuals, Limited Companies or Statutory Corporations

/institutions and not in the names of Minors, Foreign Nationals, Non Residents Indian (except for those applying on

non-repatriation), trusts, (unless the Trust is registered under the Societies Registration Act, 1860 or any other

applicable Trust laws and is authorized under its constitution to hold shares and debentures in a company), Hindu

Undivided Families, Partnership firms or their nominees. In case of HUFs, application shall be made by the Karta of

the HUF. An applicant in the Net Public Category cannot make an application for that number of Equity Shares

exceeding the number of Equity Shares Issued to the public. Eligible NRIs applying on a non-repatriation basis should

authorize their SCSB to block their NRE/FCNR accounts as well as NRO accounts.

Applications by eligible NRIs/ FPI’s on Repatriation Basis

Bid cum Application Forms have been made available for eligible NRIs at our registered office and at the office of

the Book Running Lead Manager to the Issue.

Eligible NRIs Bidders may please note that only such applications as are accompanied by payment in free foreign

exchange shall be considered for Allotment under the category. The Eligible NRIs who intend to get the amount

blocked in the Non Resident Ordinary (NRO) accounts shall use the form meant for Resident Indians and shall not

use the forms meant for this category.

Under FEMA, general permission is granted to companies vide notification no. FEMA/20/2000 RB dated 03/05/2000

to issue securities to NRIs subject to the terms and conditions stipulated therein. Companies are required to file the

declaration in the prescribed form to the concerned Regional Office of RBI within 30(thirty) days from the date of

issue of shares of allotment to NRIs on repatriation basis.

Allotment of Equity shares to Non-Resident Indians shall be subject to the prevailing Reserve Bank of India

Guidelines. Sale proceeds of such investments in Equity shares will be allowed to be repatriated along with the income

thereon subject to the permission of the RBI and subject to the Indian Tax Laws and regulations and any other

applicable laws.

As Per the Current Regulations, The Following Restrictions Are Applicable for Investments by FPIs.

1) A foreign portfolio investor shall invest only in the following securities, namely- (a) Securities in the primary

and secondary markets including shares, debentures and warrants of companies, listed or to be listed on a

recognized stock exchange in India; (b) Units of schemes floated by a domestic mutual funds, whether listed on

a recognized stock exchange or not; (c) Units of Schemes floated by a collective investment scheme; (d)

Derivatives traded on a recognized Stock Exchange; (e) Treasury bills and dated government securities; (f)

Commercial papers issued by an Indian Company; (g) Rupee denominated credit enhanced bonds; (h) Security

receipts issued by asset reconstruction companies; (i) Perpetual debt instruments and debt capital instruments, as

specified by the Reserve Bank of India from time to time; (j) Listed and unlisted non-convertible

debentures/bonds issued by an Indian company in the infrastructure sector, where “infrastructure” is defined in

terms of the extant External Commercial Borrowings (ECB) guidelines; (k) Non-Convertible debentures or bonds

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issued by Non – Banking Financial Companies categorized as “Infrastructure Finance Companies” (IFC) by the

Reserve Bank of India; (i) Rupee denominated bonds or units issued by infrastructure debt funds; (m) Indian

depository receipts; and (n) Such other instruments specified by the Board from time to time.

2) Where a foreign institutional investor or a sub account, prior to commencement of SEBI (Foreign Portfolio

Investors) Regulations, 2014, hold equity shares in a company whose shares are not listed on any recognized

stock exchange, and continues to hold such shares after Initial Public Issue and listing thereof, such shares shall

be subject to lock-in for the same period, if any, as is applicable to shares held by a foreign direct investor placed

in similar position, under the policy of the Government of India relating to foreign direct investment from the

time being in force.

3) In respect of investments in the secondary market, the following additional conditions shall apply:

a) A foreign portfolio investor shall transact in the securities in India only on the basis of taking and giving

delivery of securities purchased or sold;

b) Nothing contained in clause (a) shall apply to:

i) Any transactions in derivatives on a recognized stock exchange;

ii) Short selling transactions in accordance with the framework specified by the Board;

iii) Any transaction in securities pursuant to an agreement entered into with the merchant banker in the

process of market making or subscribing to unsubscribed portion of the issue in accordance with

Chapter IX of the Securities and Exchange Board of India (Issue of Capital and Disclosure

Requirements) Regulations, 2018;

iv) Any other transaction specified by the Board.

c) No transaction on the stock exchange shall be carried forward;

d) The transaction of business in securities by a foreign portfolio investor shall be only through stock

brokers registered by the Board; provided nothing contained in this clause shall apply to:

4) Transactions in Government securities and such other securities falling under the purview of the Reserve Bank

of India which shall be carried out in the manner specified by the Reserve Bank of India;

5) Sale of securities in response to a letter of offer sent by an acquirer in accordance with the Securities and Exchange

Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011;

6) Sale of securities in response to an offer made by any promoter or acquirer in accordance with the Securities and

Exchange Board of India (Delisting of Equity Shares) Regulations, 2009.

7) Sale of securities, in accordance with the Securities and Exchange Board of India (Buy Back of Securities)

Regulations, 1998;

8) divestment of securities in response to an offer by Indian Companies in accordance with Operative Guidelines of

Disinvestment of shares of Indian Companies in the overseas market through issue of American Depository

Receipts or Global Depository Receipts as notified by the Government of India and directions issued by Reserve

Bank of India from time to time;

9) Any bid for, or acquisition of, securities in response to an offer for disinvestment of shares made by the Central

Government or any State Government;

10) Any transaction in securities pursuant to an agreement entered into with merchant banker in the process of market

making portion of the Issue or subscribing to the unsubscribed portion of the Issue in accordance with Chapter

IX of the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations,

2018;

11) Any other transaction specified by Board.

a) A foreign portfolio investor shall hold, deliver or cause to be delivered securities only in dematerialized

form:

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12) Provided that any shares held in non-dematerialized form, before the commencement of these regulation, can be

held in non-dematerialized form, if such shares cannot be dematerialized.

13) Unless otherwise approved by the Board, securities shall be registered in the name of the foreign portfolio investor

as a beneficial owner for the purposes of the Depositories Act, 1996.

14) The purchase of Equity Shares of each company by a single foreign portfolio investor or an investor group shall

be below ten percent of the total issued capital of the company.

15) The investment by the foreign portfolio investor shall also be subject to such other conditions and restrictions as

may be specified by the Government of India from time to time.

16) In cases where the Government of India enters into agreements or treaties with other sovereign Governments and

where such agreements or treaties specifically recognize certain entities to be distinct and separate, the Board

may, during the validity of such agreements or treaties, recognize them as such, subject to conditions as may be

specified by it.

17) A foreign portfolio investor may lend or borrow securities in accordance with the framework specified by the

Board in this regard.

18) No foreign portfolio investor may issue, subscribe to or otherwise deal in offshore derivative instruments, directly

or indirectly, unless the following conditions are satisfied:

19) Such offshore derivative instruments are issued only to persons who are regulated by an appropriate foreign

regulatory authority;

20) Such offshore derivatives instruments are issued after compliance with “know your client” norms:

Provided that those unregulated broad based funds, which are classified as Category II foreign portfolio investor by

virtue of their investment manager being appropriately regulated shall not issue, subscribe or otherwise deal, in

offshore derivatives instruments directly or indirectly:

Provided further that, no Category III foreign portfolio investor shall issue, subscribe to or otherwise deal in offshore

derivatives instruments directly or indirectly.

A foreign portfolio investor shall ensure that further issue or transfer of any offshore derivative instruments issued by

or on behalf of it is made only to persons who are regulated by an appropriate foreign regulatory authority.

Foreign portfolio investors shall fully disclose to the Board any information concerning the terms of and parties to

off-shore derivative instruments such as participatory notes, equity linked notes or any other such instruments, by

whatever names they are called, entered into by it relating to any securities listed or proposed to be listed in any stock

exchange in India, as and when and in such form as the Board may specify.

Any offshore derivative instruments issued under the Securities and Exchange Board of India of India (Foreign

Institutional Investors) Regulations, 1995 before commencement of SEBI (Foreign Portfolio Investors) Regulation,

2014 shall be deemed to have been issued under the corresponding provision of SEBI (Foreign Portfolio Investors)

Regulation, 2014.

The purchase of equity shares of each company by a single foreign portfolio investor or an investor group shall be

below 10 per cent of the total issued capital of the company.

An FII or its subaccount which holds a valid certificate of registration shall, subject to the payment of conversion

fees, be eligible to continue to buy, sell or otherwise deal in securities till the expiry of its registration as a foreign

institutional investor or sub-account, or until he obtains a certificate of registration as foreign portfolio investor,

whichever is earlier.

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Qualified foreign investor may continue to buy, sell or otherwise deal in securities subject to the provision of SEBI

(Foreign Portfolio Investors) Regulation, 2014, for a period of one year from the date of commencement of aforesaid

regulations, or until it obtains a certificate of registration as foreign portfolio investor, whichever is earlier.

Application by Mutual Funds

As per the Current regulations, the following restrictions are applicable for investments by Mutual Fund:

No mutual fund scheme shall invest more than 10% of its net asset value in the Equity Shares or equity related

instruments of any single company provided that the limit of 10% shall not be applicable for investments in index

funds or sector or industry specific funds. No mutual fund under all its schemes should own more than 10% of any

company's paid up share capital carrying voting rights.

With respect to Bids by Mutual Funds, a certified copy of their SEBI registration certificate must be lodged with the

Bid Cum Application Form. Failing this, our Company reserves the right to accept or reject any Bid in whole or in

part, in either case, without assigning any reason thereof.

In case of a Mutual Fund, a separate Bid can be made in respect of each scheme of the Mutual Fund registered with

SEBI and such Bid in respect of more than one scheme of the Mutual Fund will not be treated as multiple Applications

provided that the Applications clearly indicate the scheme concerned for which the Application has been made.

The Bid made by Asset Management Companies or custodians of Mutual Funds shall specifically state the names of

the concerned schemes for which the Applications are made.

Applications by Limited Liability Partnerships

In case of Bids made by limited liability partnerships registered under the Limited Liability Partnership Act, 2008, a

certified copy of certificate of registration issued under the LLP Act, 2008 must be attached to the Bid cum Application

Form. Failing this, our Company reserves the right to reject any Bids without assigning any reason thereof.

Applications by Insurance Companies

In case of Bids made by insurance companies registered with IRDA, certified copy of certificate of registration issued

by IRDA must be attached to the Bid cum Application Form. Failing this, our Company, in consultation with the

BRLM, reserves the right to reject any application, without assigning any reason thereof.

The exposure norms for insurers, prescribed under the Insurance Regulatory and Development Authority (Investment

Scheme) (5th Amendment) Regulations, 2010, as amended (the “IRDA Investment Regulations”), are broadly set

forth below:

(a) Equity shares of a company: The lesser of 10% of the investee company’s subscribed capital (face value) or 10%

of the respective fund in case of life insurer or 10% of investment assets in case of general insurer or reinsurer;

(b) The entire group of the investee company: at least 10% of the respective fund in case of a life insurer or 10% of

investment assets in case of general insurer or reinsurer (25% in case of Unit Linked Insurance Plans); and

(c) The industry sector in which the investee company operates: 10% of the insurer‘s total investment exposure to

the industry sector (25% in case of Unit Linked Insurance Plans).

Applications under Power of Attorney

In case of Bids made pursuant to a power of attorney by limited companies, corporate bodies, registered societies,

FIIs, FPI‘s, Mutual Funds, insurance companies and provident funds with minimum corpus of ₹ 2,500 Lakh (subject

to applicable law) and pension funds with a minimum corpus of ₹ 2,500 Lakh, a certified copy of the power of

attorney or the relevant Resolution or authority, as the case may be, along with a certified copy of the memorandum

of association and articles of association and/or bye laws must be lodged with the Application Form. Failing this, our

Company reserves the right to accept or reject any Bid in whole or in part, in either case, without assigning any reason

therefore.

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With respect to the Bids by VCFs, FVCIs and FPIs, a certified copy of the power of attorney or the relevant resolution

or authority, as the case may belong with a certified copy of their SEBI registration certificate must be lodged along

with the Bid cum Application Form. Failing this, our Company reserves the right to accept or reject any Bid in whole

or in part, in either case, without assigning any reason therefore.

In the case of Bids made pursuant to a power of attorney by Mutual Funds, a certified copy of the power of attorney

or the relevant resolutions or authority, as the case may be, along with the certified copy of their SEBI registration

certificate must be submitted along with the Bid cum Application Form. Failing this, the Company reserves the right

to accept or reject any Bid cum Application in whole or in part, in either case, without assigning any reason therefore.

In the case of Bids made by insurance companies registered with the IRDA, a certified copy of certificate of

registration issued by the IRDA must be lodged along with the Bid cum Application Form. Failing this, the Company

reserves the right to accept or reject any Application in whole or in part, in either case, without assigning any reason

therefore.

In the case of Bids made by to the power of attorney by FIIs, a certified copy of the power of attorney the relevant

resolution or authority, as the case may be along with the certified copy of SEBI registration certificate must be lodged

with the Bid cum Application Form. Failing this, the Company reserves the right to accept or reject any Bid cum

Application in whole or in part, in either case, without assigning any reason thereof.

In the case of Bid cum Applications made by provident funds, subject to applicable law, with minimum corpus of ₹

2500 Lakh and pension funds with minimum corpus of ₹ 2500 Lakh, a certified copy of a certificate from a chartered

accountant certifying the corpus of the provident fund/pension fund must be lodged along with the Bid cum

Application Form. Failing this, the Company reserves the right to accept or reject any Application in whole or in part,

in either case, without assigning any reason thereof.

Application by Provident Funds/Pension Funds

In case of Bids made by provident funds with minimum corpus of ₹2,500 lakhs (subject to applicable law) and

pension funds with minimum corpus of ₹2,500 lakhs, a certified copy of certificate from a chartered accountant

certifying the corpus of the provident fund/ pension fund must be lodged along with the Bid cum Application Form.

Failing this, our Company reserves the right to accept or reject any Bid cum Application in whole or in part, in either

case, without assigning any reason thereof.

The above information is given for the benefit of the Bidder. Our Company, BRLM and Syndicate Members are not

liable for any amendments or modification or changes in applicable laws or regulations, which may occur after the

date of filing of this Draft Red Herring Prospectus. Bidders are advised to make their independent investigations and

ensure that the maximum number of Equity Shares applied for or maximum investment limits do not exceed the

applicable limits under laws or regulations or as specified in this Draft Red Herring Prospectus.

Bids by banking companies

In case of Bids made by banking companies registered with RBI, certified copies of: (i) the certificate of registration

issued by RBI, and (ii) the approval of such banking company’s investment committee are required to be attached to

the Bid cum Application Form, failing which our Company, severally and not jointly, reserve the right to reject any

Bid without assigning any reason therefore.

The investment limit for banking companies in non-financial services companies as per the Banking Regulation Act,

1949 (the “Banking Regulation Act”), and Master Circular – Para-banking Activities dated July 1, 2015 is 10% of

the paid-up share capital of the investee company or 10% of the banks’ own paid-up share capital and reserves,

whichever is less. Further, the investment in a non-financial services company by a banking company together with

its subsidiaries, associates, joint ventures, entities directly or indirectly controlled by the bank and mutual funds

managed by asset management companies controlled by the banking company cannot exceed 20% of the investee

company’s paid-up share capital. A banking company may hold up to 30% of the paid-up share capital of the investee

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company with the prior approval of the RBI provided that the investee company is engaged in non-financial activities

in which banking companies are permitted to engage under the Banking Regulation Act.

Method and Process of Bids

1) The Designated Intermediaries shall accept applications from the Bids during the Issue Period.

2) The Issue Period shall be for a minimum of three Working Days and shall not exceed 10 (ten) Working Days.

The Issue Period may be extended, if required, by an additional three Working Days, subject to the total Issue

Period not exceeding 10 (ten) Working Days.

3) During the Issue Period, Bidders who are interested in subscribing to the Equity Shares should approach the

Designated Intermediaries to register their applications.

4) The Bidder cannot apply on another Application Form after bids on one Bid Cum Application Form have been

submitted to the Designated Intermediaries. Submission of a second Bid cum Application form to either the same

or to another Designated Intermediaries will be treated as multiple bids and is liable to rejected either before

entering the application into the electronic collecting system or at any point prior to the allocation or Allotment

of Equity Shares in this Issue.

5) Designated Intermediaries accepting the bid cum application forms shall be responsible for uploading the

application along with other relevant details in application forms on the electronic bidding system of stock

exchange and submitting the form to SCSBs for blocking of funds (except in case of SCSBs, where blocking of

funds will be done by respective SCSBs only). All bids shall be stamped and thereby acknowledged by the

Designated Intermediaries at the time of receipt.

6) Upon receipt of the bid cum Application Form, submitted whether in physical or electronic mode, the Designated

Intermediaries shall verify if sufficient funds equal to the bid Amount are available in the ASBA Account, as

mentioned in the bid cum Application Form, prior to uploading such bids with the Stock Exchange.

7) If sufficient funds are not available in the ASBA Account, the Designated Intermediaries shall reject such bids

and shall not upload such bids with the Stock Exchange.

8) If sufficient funds are available in the ASBA Account, the SCSB shall block an amount equivalent to the bid

Amount mentioned in the Bid cum Application Form and will enter each application option into the electronic

collecting system as a separate application and generate a TRS for each price and demand option. The TRS shall

be furnished to the Applicant on request.

9) The bid Amount shall remain blocked in the aforesaid ASBA Account until finalization of the Basis of Allotment

and consequent transfer of the bid Amount against the Allotted Equity Shares to the Public Issue Account, or

until withdraw/ failure of the Issue or until withdrawal/ rejection of the bid cum Application Form, as the case

may be. Once the Basis of Allotment if finalized, the Registrar to the Issue shall send an appropriate request to

the Controlling Branch of the SCSB for unblocking the relevant ASBA Accounts and for transferring the amount

allocable to the successful bidders to the Public Issue Account. In case of withdrawal/ failure of the Issue, the

blocked amount shall be unblocked on receipt of such information from the Registrar to the Issue.

Terms of payment

The entire Issue price of ₹ [●] per share is payable on application. In case of allotment of lesser number of Equity

Shares than the number applied, the Registrar shall instruct the SCSBs to unblock the excess amount paid on

Application to the bidders. SCSBs will transfer the amount as per the instruction of the Registrar to the Public Issue

Account, the balance amount after transfer will be unblocked by the SCSBs.

The bidders should note that the arrangement with Bankers to the Issue or the Registrar is not prescribed by SEBI and

has been established as an arrangement between our Company, Banker to the Issue and the Registrar to the Issue to

facilitate collections from the bidders.

• Payment Mechanism

The Bidders shall specify the bank account number in their Bid cum Application Form and the SCSBs shall block an

amount equivalent to the bid Amount in the bank account specified in the Bid cum Application Form. The SCSB shall

keep the bid Amount in the relevant bank account blocked until withdrawal/ rejection of the Application or receipt of

instructions from the Registrar to unblock the bid Amount. However, Non Retail Bidders shall neither withdraw nor

lower the size of their applications at any stage. In the event of withdrawal or rejection of the Bid cum Application

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Form or for unsuccessful Bid cum Application Forms, the Registrar to the Issue shall give instructions to the SCSBs

to unblock the application money in the relevant bank account within one day of receipt of such instruction. The Bid

Amount shall remain blocked in the ASBA Account until finalization of the Basis of Allotment in the Issue and

consequent transfer of the Bid Amount to the Public Issue Account, or until withdrawal/ failure of the Issue or until

rejection of the Bid by the ASBA Bidder, as the case may be.

Please note that pursuant to SEBI circular CIR/CFD/POLICYCELL/11/2015 dated November 10, 2015 investors in

the public issue can only invest through ASBA Mode. Electronic Registration of Applications

1) The Designated Intermediaries will register the applications using the on-line facilities of the Stock

Exchange.

2) The Designated Intermediaries will undertake modification of selected fields in the application details

already uploaded before 1.00 p.m. of next Working Day from the Issue Closing Date.

3) The Designated Intermediaries shall be responsible for any acts, mistakes or errors or omissions and

commissions in relation to,

i. the Bids accepted by them,

ii. the Bids uploaded by them

iii. the Bids accepted but not uploaded by them or

iv. With respect to applications by Bidders, Bids accepted and uploaded by any Designated Intermediary

other than SCSBs, the Application form along with relevant schedules shall be sent to the SCSBs or

the Designated Branch of the relevant SCSBs for blocking of funds and they will be responsible for

blocking the necessary amounts in the ASBA Accounts. In case of Bid accepted and Uploaded by

SCSBs, the SCSBs or the Designated Branch of the relevant SCSBs will be responsible for blocking

the necessary amounts in the ASBA Accounts.

4) Neither the Book Running Lead Manager nor our Company nor the Registrar to the Issue, shall be responsible

for any acts, mistakes or errors or omission and commissions in relation to,

i. the bids accepted by any Designated Intermediaries

ii. the bids uploaded by any Designated Intermediaries or

iii. the bids accepted but not uploaded by any Designated Intermediaries

5) The Stock Exchange will offer an electronic facility for registering applications for the Issue. This facility

will available at the terminals of Designated Intermediaries and their authorized agents during the Issue

Period. The Designated Branches or agents of Designated Intermediaries can also set up facilities for off-

line electronic registration of applications subject to the condition that they will subsequently upload the off-

line data file into the online facilities on a regular basis. On the Issue Closing Date, the Designated

Intermediaries shall upload the applications till such time as may be permitted by the Stock Exchange. This

information will be available with the Book Running Book Running Lead Manager on a regular basis.

6) With respect to bids by bidders, at the time of registering such bids, the Syndicate Bankers, DPs and RTAs

shall forward a Schedule as per format given below along with the Bid cum Application Forms to Designated

Branches of the SCSBs for blocking of funds:

S. No. Details*

1. Symbol

2. Intermediary Code

3. Location Code

4. Application No.

5. Category

6. PAN

7. DP ID

8. Client ID

9. Quantity

10. Amount

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*Stock Exchanges shall uniformly prescribe character length for each of the above-mentioned fields

1. With respect to bids by bidders, at the time of registering such bids, the Designated Intermediaries shall enter

the following information pertaining to the bids into in the on-line system: •Name of the bidder; IPO Name:

• Bid cum Application Form Number;

• Investor Category;

• PAN (of First bidder, if more than one bidder);

• DP ID of the demat account of the Bidder;

• Client Identification Number of the demat account of the Bidder;

• Number of Equity Shares Applied for;

• Bank Account details;

• Locations of the Banker to the Issue or Designated Branch, as applicable, and bank code of the SCSB

branch where the ASBA Account is maintained; and

• Bank account number.

2. In case of submission of the Bid by a Bidder through the Electronic Mode, the Bidder shall complete the

above-mentioned details and mention the bank account number, except the Electronic ASBA Bid cum

Application Form number which shall be system generated.

3. The aforesaid Designated Intermediaries shall, at the time of receipt of bid, give an acknowledgment to the

investor, by giving the counter foil or specifying the application number to the investor, as a proof of having

accepted the bid cum application form in physical as well as electronic mode. The registration of the bid by

the Designated Intermediaries does not guarantee that the Equity Shares shall be allocated / allotted either

by our Company.

4. Such acknowledgment will be non-negotiable and by itself will not create any obligation of any kind.

5. In case of Non Retail Bidders and Retail Individual Bidders, bids would not be rejected except on the

technical grounds as mentioned in the Red Herring Prospectus. The Designated Intermediaries shall have no

right to reject applications, except on technical grounds.

6. The permission given by the Stock Exchanges to use their network and software of the Online IPO system

should not in any way be deemed or construed to mean that the compliance with various statutory and other

requirements by our Company and/or the Book Running Lead Manager are cleared or approved by the Stock

Exchanges; nor does it in any manner warrant, certify or endorse the correctness or completeness of any of

the compliance with the statutory and other requirements nor does it take any responsibility for the financial

or other soundness of our company; our Promoter, our management or any scheme or project of our

Company; nor does it in any manner warrant, certify or endorse the correctness or completeness of any of

the contents of this Prospectus, nor does it warrant that the Equity Shares will be listed or will continue to be

listed on the Stock Exchanges.

7. The Designated Intermediaries will be given time till 1.00 p.m. on the next working day after the Issue

Closing Date to verify the DP ID and Client ID uploaded in the online IPO system during the Issue Period,

after which the Registrar to the Issue will receive this data from the Stock Exchange and will validate the

electronic application details with Depository’s records. In case no corresponding record is available with

Depositories, which matches the three parameters, namely DP ID, Client ID and PAN, then such applications

are liable to be rejected.

8. The SCSBs shall be given one day after the Issue Closing Date to send confirmation of Funds blocked (Final

certificate) to the Registrar to the Issue.

9. The details uploaded in the online IPO system shall be considered as final and Allotment will be based on

such details for bids.

Allocation of Equity shares

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1. The Issue is being made through the Book Building Process where in upto [●] Equity Shares shall be reserved

for Market Maker. [●] Equity shares will be allocated on a proportionate basis to Retail Individual Bidders,

subject to valid bids being received from Retail Individual Bidders at the Issue Price. The balance of the Net

Issue will be available for allocation on proportionate basis to Non Retail Bidders.

2. Under- subscription if any, in any category, would be allowed to be met with spill-over from any other

category or combination of categories at the discretion of our Company in consultation with the Book

Running Lead Manager and the Stock Exchange.

3. Allocation to Non-Residents, including Eligible NRIs, Eligible QFIs, FIIs and FVCIs registered with SEBI,

applying on repatriation basis will be subject to applicable law, rules, regulations, guidelines and approvals.

4. In terms of SEBI Regulations, Non Retail Bidders shall not be allowed to either withdraw or lower the size

of their applications at any stage.

5. Allotment status details shall be available on the website of the Registrar to the Issue.

Signing of Underwriting Agreement and Filing of Draft Red Herring Prospectus with ROC

a. Our company, BRLM and Syndicate Members has entered into an Underwriting Agreement dated [●].

b. A copy of Red Herring Prospectus and Prospectus will be filled with the RoC in terms of Section 26 of


Pre-Issue Advertisement

Subject to Section 30 of the Companies Act 2013, our Company shall, after registering the Red Herring

Prospectus with the RoC, publish a pre-Issue advertisement, in the form prescribed by the SEBI Regulations, in

(i) English National Newspaper; (ii)Hindi National Newspaper and (iii) Regional Newspaper each with wide

circulation. In the pre-Issue advertisement, we stated the Bid Opening Date and the Bid Closing Date. This

advertisement, subject to the provisions of Section 30 of the Companies Act, 2013, was in the format prescribed

in Part A of Schedule X of the SEBI Regulations 2018.

Advertisement regarding Issue Price and Prospectus

Our Company will issue a statutory advertisement after the filing of the Prospectus with the RoC. This

advertisement, in addition to the information that has to be set out in the statutory advertisement, shall indicate

the final derived Issue Price. Any material updates between the date of the Red Herring Prospectus and the date

of Prospectus will be included in such statutory advertisement.

Issuance of Allotment Advice

a. Upon approval of the Basis of Allotment by the Designated Stock Exchange.

b. The Book Running Lead Manager or the Registrar to the Issue will dispatch an Allotment Advice to their

bidders who have been allocated Equity Shares in the Issue.

c. The dispatch of Allotment Advice shall be deemed a valid, binding and irrevocable contract for the Allotment

to such Bid.

General Instructions Do's:

• Check if you are eligible to apply;

• Read all the instructions carefully and complete the applicable Bid Cum Application Form;

• Ensure that you have Bid within the Price Band;

• Ensure that the details about the Depository Participant and the beneficiary account are correct as Allotment

of Equity Shares will be in the dematerialized form only;

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• Each of the bidders should mention their Permanent Account Number (PAN) allotted under the Income Tax

Act, 1961;

• Ensure that the Demographic Details are updated, true and correct in all respects;

• Ensure that the name(s) given in the Bid cum Application Form is exactly the same as the name(s) in which

the beneficiary account is held with the Depository Participant.

• Ensure that you have funds equal to the Application Amount in the ASBA account maintained with the

SCSB before submitting the Bid cum Application Form under the ASBA process to the respective member

of the Syndicate (in the Specified Locations), the SCSBs, the Registered Broker (at the Broker Centres), the

RTA (at the Designated RTA Locations) or CDP (at the Designated CDP Locations); Instruct your

respective Banks to release the funds blocked in the ASBA Account under the ASBA process;

• Ensure that the Bid cum Application Form is signed by the account holder in case the bidder is not the

account holder. Ensure that you have mentioned the correct bank account number in the Bid cum

Application Form;

• Ensure that the Bid cum Application Forms are delivered by the bidders within the time prescribed as per

the Bid cum Application Form and the Red Herring Prospectus;

• Ensure that you have requested for and receive a TRS;

• Ensure that you request for and receive a stamped acknowledgement of the Bid cum Application Form for

all your bid options;

• All Investors submit their bids through the ASBA process only;

• Ensure that you receive an acknowledgement from the concerned Designated Intermediary, for the

submission of your Bid cum Application Form; and

• The Bid cum Application Form is liable to be rejected if the above instructions, as applicable, are not

complied with.

Don’ts:

• Do not apply for lower than the minimum bid size;

• Do not apply for a price different from the price mentioned herein or in the Bid cum Application Form;

• Do not apply on another Bid cum Application Form after you have submitted an application to the SCSBs,

Registered Brokers of Stock Exchange, RTA and DPs registered with SEBI;

• Do not pay the bid Price in cash, by money order or by postal order or by stock invest;

• Do not send Bid cum Application Forms by post, instead submit the Designated Intermediary only;

• Do not submit the Bid cum Application Forms to any non-SCSB bank or our Company

• Do not apply on a Bid cum Application Form that does not have the stamp of the relevant Designated

Intermediary;

• Do not submit the bid without ensuring that funds equivalent to the entire application Amount are blocked

in the relevant ASBA Account;

• Do not apply for a bid Amount exceeding 2,00,000 (for applications by Retail Individual Bidders);

• Do not fill up the Bid cum Application Form such that the Equity Shares applied for exceeds the Issue Size

and/or investment limit or maximum number of Equity Shares that can be held under the applicable laws or

regulations or maximum amount permissible under the applicable regulations;

• Do not submit the GIR number instead of the PAN as the application is liable to be rejected on this ground;

• Do not submit incorrect details of the DP ID, beneficiary account number and PAN or provide details for a

beneficiary account which is suspended or for which details cannot be verified by the Registrar to the Issue;

• Do not submit bids on plain paper or incomplete or illegible Bid cum Application Forms in a colour

prescribed for another category of Applicant; and

• Do not make Bid cum Applications if you are not competent to contract under the Indian Contract Act,

1872, as amended.

• Do not submit more than five Bid cum Application Forms per ASBA Account;

The Bid cum Application Form is liable to be rejected if the above instructions, as applicable, are not complied with.

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Bids at Different Price Levels and Revision of Bids

a. Our Company in consultation with the BRLM, and without the prior approval of, or intimation, to the

Bidders, reserves the right to revise the Price Band during the Bid/ Issue Period, provided that the Cap Price

shall be less than or equal to 120% of the Floor Price and the Floor Price shall not be less than the face

value of the Equity Shares. The revision in Price Band shall not exceed 20% on the either side i.e. the floor

price can move up or down to the extent of 20% of the floor price disclosed. If the revised price band

decided, falls within two different price bands than the minimum application lot size shall be decided based

on the price band in which the higher price falls into.

b. Our Company in consultation with the BRLM, will finalize the Issue Price within the Price Band, without

the prior approval of, or intimation, to the Bidders.

c. The Bidders Can Bid at any price within the Price Band. The Bidder has to Bid for the desired number of

Equity Shares at a specific price. Retail Individual Bidders May Bid at the Cut-off Price. However, bidding

at Cut-off Price is prohibited for QIB and Non-Institutional Bidders and such Bids from QIB and Non-

Institutional Bidders shall be rejected.

d. Retail Individual Bidders, who Bid at Cut-off Price agree that they shall purchase the Equity Shares at any

price within the Price Band. Retail Individual Bidders shall submit the Bid cum Application Form along

with a cheque/demand draft for the Bid Amount based on the Cap Price with the Syndicate. In case of

ASBA Bidders (excluding Non-Institutional Bidders and QIB Bidders) bidding at Cut-off Price, the ASBA

Bidders shall instruct the SCSBs to block an amount based on the Cap Price.

Communications

All future communications in connection with Bids made in this Issue should be addressed to the Registrar quoting

the full name of the sole or First Bidder, Bid cum Application Form number, Bidders Depository Account Details,

number of Equity Shares applied for, date of Bid cum Application Form, name and address of the member of the

Syndicate or the SCSB / Designated Intermediary, where the Bid was submitted and bank account number in which

the amount equivalent to the Bid Amount was blocked.

Bidders can contact the Compliance Officer or the Registrar in case of any pre-Issue or post-Issue related problems

such as non-receipt of letters of Allotment, credit of allotted shares in the respective beneficiary accounts, unblocking

of funds, etc. In case of ASBA Bids submitted to the Designated Branches of the SCSBs, the Bidders can contact the

Designated Branches of the SCSBs.

Impersonation

Attention of the bidders is specifically drawn to the provisions of sub-section (1) of Section 38 of the Companies Act,

2013 which is reproduced below:

Any person who-

i. Makes or abets making of an application in a fictitious name to a company for acquiring, or subscribing for,

its securities; or

ii. Makes or abets making of multiple applications to a company in different names or in different combinations

of his name or surname for acquiring or subscribing for its securities; or

iii. Otherwise induces directly or indirectly a company to allot, or register any transfer of, securities to him, or

to any other person in a fictitious name,

Shall be liable to action under section 447 of the Companies, Act 2013.

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Undertakings by Our Company

We undertake as follows:

1. That the complaints received in respect of the Issue shall be attended to by us expeditiously and satisfactorily;

2. That all steps will be taken for the completion of the necessary formalities for listing and commencement of

trading at the SME Exchange EMERGE Platform of NSE where the Equity Shares are proposed to be listed

within 6 (six) Working days of Bid/Issue Closing Date.

3. That if the Company does not proceed with the Issue, the reason thereof shall be given as a public notice to be

issued by our Company within two days of the Issue Closing Date. The public notice shall be issued in the same

newspapers where the pre-Issue advertisements were published. The stock exchange on which the Equity Shares

are proposed to be listed shall also be informed promptly;

4. That our Promoters’ contribution in full has already been brought in;

5. All steps for completion of the necessary formalities for listing and commencement of trading at all the Stock

Exchanges where the Equity Shares are proposed to be listed are taken within six Working Days of the Bid/Issue

Closing Date.

6. That no further issue of Equity Shares shall be made till the Equity Shares Issued through the Red Herring

Prospectus are listed or until the Application monies are unblocked on account of non-listing, under subscription

etc. and

7. That if the Company withdraws the Issue after the Issue Closing Date, our Company shall be required to file a

fresh offer document with the RoC/ SEBI, in the event our Company subsequently decides to proceed with the

Issuer;

8. Adequate arrangements shall be made to collect all Bid cum Application Forms.

9. That none of the promoters or directors of the company is willful defaulter under Regulation 228(c) of SEBI

(ICDR) Regulations, 2018.

Utilization of Issue Proceeds

Our Company declares that all monies received out of the Issue shall be credited/ transferred to a separate bank

account other than the bank account referred to in sub-section (3) of section 40 of the Companies Act, 2013.

Equity Shares in Dematerialized Form with NSDL or CDSL

To enable all shareholders of our Company to have their shareholding in electronic form, the Company had signed

the following tripartite agreements with the Depositories and the Registrar and Share Transfer Agent:

a. Agreement dated October 16,2018 between NSDL, the Company and the Registrar to the Issue;

b. Agreement dated September 10, 2018 between CDSL, the Company and the Registrar to the Issue;

The Company's equity shares bear an ISIN No. INE01LN01017

Other Instructions

Joint Applications in the case of Individuals

Applications may be made in single or joint names (not more than three). In the case of joint Applications, all

payments will be made out in favour of the Applicant whose name appears first in the Application Form or Revision

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Form. All communications will be addressed to the First Applicant and will be dispatched to his or her address as per

the Demographic Details received from the Depository.

Multiple Applications

An Applicant should submit only one Application (and not more than one). Two or more Applications will be deemed

to be multiple Applications if the sole or First Applicant is one and the same.

In this regard, the procedures which would be followed by the Registrar to the Issue to detect multiple applications

are given below:

i. All applications are electronically strung on first name, address (1st line) and applicant‘s status. Further,

these applications are electronically matched for common first name and address and if matched, these are

checked manually for age, signature and father/ husband ‘s name to determine if they are multiple

applications

ii. Applications which do not qualify as multiple applications as per above procedure are further checked for

common DP ID/ beneficiary ID. In case of applications with common DP ID/ beneficiary ID, are manually

checked to eliminate possibility of data entry error to determine if they are multiple applications.

iii. Applications which do not qualify as multiple applications as per above procedure are further checked for

common PAN. All such matched applications with common PAN are manually checked to eliminate

possibility of data capture error to determine if they are multiple applications.

In case of a mutual fund, a separate Application can be made in respect of each scheme of the mutual fund registered

with SEBI and such Applications in respect of more than one scheme of the mutual fund will not be treated as multiple

Applications provided that the Applications clearly indicate the scheme concerned for which the Application has been

made. In cases where there are more than 20 valid applications having a common address, such shares will be kept in

abeyance, post allotment and released on confirmation of ―know your client norms by the depositories. The Company

reserves the right to reject, in its absolute discretion, all or any multiple Applications in any or all categories.

After submitting an ASBA Application either in physical or electronic mode, an ASBA Applicant cannot apply (either

in physical or electronic mode) to either the same or another Designated Branch of the SCSB Submission of a second

Application in such manner will be deemed a multiple Application and would be rejected. More than one ASBA

Applicant may apply for Equity Shares using the same ASBA Account, provided that the SCSBs will not accept a

total of more than five Application Forms with respect to any single ASBA Account.

Duplicate copies of Application Forms downloaded and printed from the website of the Stock Exchange bearing the

same application number shall be treated as multiple Applications and are liable to be rejected. The Company, in

consultation with the Book Running Book Running Lead Manager reserves the right to reject, in its absolute

discretion, all or any multiple Applications in any or all categories. In this regard, the procedure which would be

followed by the Registrar to the Issue to detect multiple Applications is given below:

1. All Applications will be checked for common PAN. For Bidders other than Mutual Funds and FII subaccounts,

Applications bearing the same PAN will be treated as multiple Applications and will be rejected.

2. For Applications from Mutual Funds and FII sub-accounts, submitted under the same PAN, as well as Applications

on behalf of the Bidders for whom submission of PAN is not mandatory such as the Central or State Government,

an official liquidator or receiver appointed by a court and residents of Sikkim, the Application Forms will be

checked for common DP ID and Client ID.

Permanent Account Number or PAN

Pursuant to the circular MRD/DoP/Circ 05/2007 dated April 27, 2007, SEBI has mandated Permanent Account

Number (―PAN) to be the sole identification number for all participants transacting in the securities market,

irrespective of the amount of the transaction w.e.f. July 2, 2007. Each of the Bidders should mention his/her PAN

allotted under the IT Act. Applications without the PAN will be considered incomplete and are liable to be rejected.

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It is to be specifically noted that Bidders should not submit the GIR number instead of the PAN, as the Application is

liable to be rejected on this ground.

Our Company/ Registrar to the Issue Book Running Lead Manager can, however, accept the Application(s) in

which PAN is wrongly entered into by ASBA SCSB’s in the ASBA system, without any fault on the part of

Applicant.

PART B

GENERAL INFORMATION DOCUMENT FOR INVESTING IN PUBLIC ISSUES

This General Information Document highlights the key rules, processes and procedures applicable to public issues in

accordance with the provisions of the Companies Act, 2013 (to the extent notified and in effect), the Companies Act,

1956 (without reference to the provisions thereof that have ceased to have effect upon the notification of the

Companies Act, 2013), the Securities Contracts (Regulation) Act, 1956, the Securities Contracts (Regulation) Rules,

1957 and the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations,

2018. Applicants should not construe the contents of this General Information Document as legal advice and should

consult their own legal counsel and other advisors in relation to the legal matters concerning the Issue. For taking an

investment decision, the Applicants should rely on their own examination of the Issuer and the Issue, and should

carefully read the Draft Red Herring Prospectus/ Red Herring Prospectus/ Prospectus before investing in the Issue

Section 1: Purpose of the General Information Document (GID)

This document is applicable to the public issues undertaken inter-alia through the Book Building Issues. The

purpose of the “General Information Document for Investing in Public Issues” is to provide general guidance

to potential Applicants in IPOs, on the processes and procedures governing IPOs, undertaken in accordance with

the provisions of the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements)

Regulations, 2018 (“SEBI ICDR Regulations, 2018”).

Applicants should note that investment in equity and equity related securities involves risk and Applicant should

not invest any funds in the Issue unless they can afford to take the risk of losing their investment. The specific

terms relating to securities and/or for subscribing to securities in an Issue and the relevant information about the

Issuer undertaking the Issue; are set out in the Prospectus filed by the Issuer with the Registrar of Companies

(“RoC”). Applicants should carefully read the entire Prospectus and the Application Form and the Abridged

Prospectus of the Issuer in which they are proposing to invest through the Issue. In case of any difference in

interpretation or conflict and/or overlap between the disclosure included in this document and the Prospectus, the

disclosures in the Prospectus shall prevail. The Prospectus of the Issuer is available on the websites of stock

exchange, on the website(s) of the BRLM to the Issue and on the website of Securities and Exchange Board of

India (“SEBI”) at www.sebi.gov.in.

For the definitions of capitalized terms and abbreviations used herein Applicants may refer to the section “Glossary

and Abbreviations”.

Section 2: Brief Introduction to IPOs on SME Exchange

2.1 Initial public Issue (IPO)

An IPO means an Issue of specified securities by an unlisted Issuer to the public for subscription and may include an

Issue for Sale of specified securities to the public by any existing holder of such securities in an unlisted Issuer.

http://www.sebi.gov.in/

http://www.sebi.gov.in/

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For undertaking an IPO, an Issuer is inter-alia required to comply with the eligibility requirements of in terms of either

Regulation 228 or Regulation 229 of the SEBI ICDR Regulations, 2018 if applicable. For details of compliance with

the eligibility requirements by the Issuer Applicants may refer to the Prospectus.

The Issuer may also undertake IPO under Chapter IX of SEBI (ICDR) regulations 2018, wherein as per,

Regulation 229(1): An issuer whose post-issue face value capital does not exceed ten crore rupees shall issue its

specified securities in accordance with provisions of this Chapter.

Regulation 229(2): An issuer whose post-issue face value capital is more than ten crore rupees and upto twenty-five

crore rupees, may also issue its specified securities in accordance with provisions of this Chapter. The present Issue

being made under Regulation 229(2) of Chapter IX of SEBI (ICDR) Regulation 2018.

2.2 Other Eligibility Requirements

In addition to the eligibility requirements specified in paragraphs 2.1 an Issuer proposing to undertake an IPO is

required to comply with various other requirements as specified in the SEBI ICDR Regulations, 2018, the Companies

Act, 1956 and the Companies Act, 2013 as may be applicable (“the Companies Act), the Securities Contracts

(Regulation) Rules, 1957 (the “SCRR”), industry-specific regulations, if any, and other applicable laws for the time

being in force.

Following are the eligibility requirements for making an SME IPO under Regulation 229 (1) of Chapter IX of SEBI

(ICDR) Regulation 2018:

a) In accordance with Regulation 260 of SEBI (ICDR) Regulation 2018, Issue has to be 100% underwritten and

shall not be restricted upto the minimum subscription level and the BRLM has to underwrite at least 15% of the

total issue size.

b) In accordance with regulation 268(1) of SEBI (ICDR) Regulation 2018, total number of proposed allottees in

the Issue shall be greater than or equal to fifty, otherwise the entire application money will be blocked forthwith.

If such money is not repaid within eight days from the date the company becomes liable to repay it, than the

Company and every officer in default shall, on and from expiry of eight days, be liable to repay such application

money, with interest as prescribed under Section 40 of the Companies Act, 2013.

c) In accordance with Regulation 246(1) the SEBI (ICDR) Regulation 2018, Company is not required to file any

Issue Document with SEBI nor has SEBI issued any observations on the Issue Document. The Book Running

Lead Manager shall submit the copy of Prospectus along with a Due Diligence Certificate including additional

confirmations as required to SEBI at the time of filing the Prospectus with Stock Exchange and the Registrar of

Companies.

d) In accordance with Regulation 261(1) of the SEBI (ICDR) Regulation 2018, the BRLM has to ensure

compulsory market making for a minimum period of three years from the date of listing of Equity Shares Issued

in the Issue.

e) The Issuer shall have a track record of three years.

f) The Net worth (excluding revaluation reserves) of the Issuer shall be positive as per the latest audited financial

results.

g) The Issuer should have positive cash accruals (earnings before depreciation and tax) from operations for at least

2 financial years.

h) The Post-issue paid up capital of the Issuer shall be less than 25 Crores.

i) The Issuer shall mandatorily facilitate trading in demat securities.

j) The Issuer should not have been referred to Board for Industrial and Financial Reconstruction.

k) No petition for winding up is admitted by a court or a liquidator has not been appointed of competent jurisdiction

against the Company.

l) No material regulatory or disciplinary action should have been taken by any stock exchange or regulatory

authority in the past three years against the Issuer.

m) The Company should have a website

Issuer shall also comply with all the other requirements as laid down for such an Issue under Chapter IX of SEBI

(ICDR) Regulations 2018 and subsequent circulars and guidelines issued by SEBI and the Stock Exchange.

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The provisions of Regulations 25(4), 25(5), Regulation 25(2), Regulation 99, Regulation 4, Regulation 6(1),

Regulation 103 and sub-regulation (2) of Regulation 47 of SEBI (ICDR) Regulations, 2018 shall not apply to us in

this Issue.

Thus the Company is eligible for the Issue in accordance with Regulation 229(2) and other provision of Chapter IX

of SEBI (ICDR) Regulations 2018 as the post –issue face value capital does not exceed ₹2500 Lakh. Company also

complies with the eligibility conditions laid by the SME Platform of NSE EMERGE for listing of our Equity Shares.

2.3 Types of Public Issues – Fixed Price Issues and Book Built Issue

In accordance with the provisions of the SEBI ICDR Regulations, 2018, an Issuer can either determine the Issue Price

through the Book Building Process (“Book Built Issue”) or undertake a Fixed Price Issue (“Fixed Price Issue”). An

Issuer may mention Floor Price or Price Band in the RHP (in case of a Book Built Issue) and a Price or Price Band in

the Daft Prospectus (in case of a fixed price Issue) and determine the price at a later date before registering the

Prospectus with the Registrar of Companies.

The cap on the Price Band should be less than or equal to 120% of the Floor Price. The Issuer shall announce the

Price or the Floor Price or the Price Band through advertisement in all newspapers in which the pre-issue

advertisement was given at least five Working Days before the Bid/Issue Opening Date, in case of an IPO and at least

one Working Day before the Bid/Issue Opening Date, in case of an FPO.

The Floor Price or the Issue price cannot be lesser than the face value of the securities.

Applicants should refer to the Prospectus or Issue advertisements to check whether the Issue is a Book Built Issue or

a Fixed Price Issue.

2.4 Issue Period

The Issue may be kept open for a minimum of three Working Days (for all category of Applicants) and not more than

ten Working Days. Applicants are advised to refer to the Application Form and Abridged Prospectus or Prospectus

for details of the Issue Period. Details of Issue Period are also available on the website of Stock Exchange.

2.5 Migration to Main Board

SME Issuer may migrate to the Main Board of Stock Exchange from the SME Exchange at a later date subject to the

following:

If the Paid up Capital of the Company is likely to increase above ₹ 25 crores by virtue of any further issue of capital

by way of rights, preferential issue, bonus issue etc. (which has been approved by a special resolution through postal

ballot wherein the votes cast by the shareholders other than the Promoters in favor of the proposal amount to at least

two times the number of votes cast by shareholders other than promoter shareholders against the proposal and for

which the company has obtained in-principal approval from the main board). The Company shall apply to Stock

Exchange for listing of its shares on its Main Board subject to the fulfillment of the eligibility criteria for listing of

specified securities laid down by the Main Board.

OR

If the Paid up Capital of the company is more than ₹10 crores but below ₹ 25 crores, the Company may still apply for

migration to the main board if the same has been approved by a special resolution through postal ballot wherein the

votes cast by the shareholders other than the Promoters in favour of the proposal amount to at least two times the

number of votes cast by shareholders other than promoter shareholders against the proposal.

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2.6 Flowchart of Timelines

A flow chart of process flow in Book Building Issues is as follows:

SECTION 3: CATEGORY OF INVESTORS ELIGIBLE TO PARTICIPATE IN AN ISSUE

Each Bidder should check whether it is eligible to apply under applicable law. Furthermore, certain categories of

Bidders/Bidders, such as NRIs, FII’s, FPIs and FVCIs may not be allowed to apply in the Issue or to hold Equity

Shares, in excess of certain limits specified under applicable law. Bidders are requested to refer to the Prospectus for

more details.

Subject to the above, an illustrative list of Bidders is as follows:

• Indian national’s resident in India who are competent to contract under the Indian Contract Act, 1872, as

amended, in single or joint names (not more than three) or in the names of minors as natural / legal guardian;

• Hindu Undivided Families or HUFs, in the individual name of the Karta. The Bidder/Bidder should specify

that the Application is being made in the name of the HUF in the Bid cum Application Form as follows:

“Name of sole or first Bidder: XYZ Hindu Undivided Family applying through XYZ, where XYZ is the name

of the Karta”. Applications by HUFs may be considered at par with those from individuals;

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• Companies, corporate bodies and societies registered under applicable law in India and authorized to invest

in equity shares under their respective constitutional and charter documents;

• Mutual Funds registered with SEBI;

• Eligible NRIs on a repatriation basis or on a non-repatriation basis subject to applicable law; NRIs other than

Eligible NRIs are not eligible to participate in this Issue.

• Indian Financial Institutions, scheduled commercial banks regional rural banks, co-operative banks (subject

to RBI regulations and the SEBI ICDR Regulations, 2018 and other laws, as applicable); •FPIs other than

Category III foreign portfolio investors, VCFs and FVCIs registered with SEBI.

• Limited liability partnerships registered in India and authorized to invest in equity shares.

• Sub- accounts of FIIs registered with SEBI, which are foreign corporate or foreign individuals only under the

Non- Institutional Bidder’s category.

• State Industrial Development Corporations.

• Trusts/societies registered under the Societies Registration Act, 1860, as amended or under any other law

relating to trusts/societies and who are authorized under their respective constitutions to hold and invest in

equity shares;

• Scientific and/ or Industrial Research Organizations authorized to invest in equity shares.

• Insurance Companies registered with IRDA;

• Provident Funds and Pension Funds with minimum corpus of ₹ 2500 Lakhs and who are authorized under

their constitution to hold and invest in equity shares;

• Eligible QFIs;

• Multilateral and Bilateral Development Financial Institutions;

• National Investment Fund set up by resolution no F.No.2/3/2005-DDII dated November 23, 2005 of

Government of India published in the Gazette of India;

• Insurance funds set up and managed by army, navy, air force of the Union of India or by Department of Posts,

India;

• Any other person eligible to apply to this Issue, under the laws, rules, regulations, guidelines, and policies

applicable to them and under Indian Laws.

Applications not to be made by:

• Minors (except under guardianship)

• Partnership firms or their nominees

• Foreign Nationals (except NRIs)

• Overseas Corporate Bodies

As per the existing regulations, OCBs are not allowed to participate in an Issue.

SECTION 4: APPLYING IN THE ISSUE

Book Building Issue: Bidders should only use the specified Bid cum Application Form either bearing the stamp of

Designated Intermediaries as available or downloaded from the websites of the Stock Exchanges. Bid cum Application

Forms are available with the registered office of the Issuer, and office of the RTA and at the office of the BRLM. For

further details regarding availability of Bid cum Application Forms, Bidders may refer to the Prospectus.

Bidders should ensure that they apply in the appropriate category. The prescribed color of the Bid cum Application

Form for various categories of Bidders is as follows:

Category Color of the

Application

Resident Indian, Eligible NRIs applying on a non -repatriation basis White

NRIs, FVCIs, FIIs, their Sub-Accounts (other than Sub-Accounts which are foreign

corporate(s) or foreign individuals bidding under the QIB), FPIs on a repatriation basis

Blue

4.1 Instructions for Filing Bid cum Application Form/ Bid cum Application Form

Bidders may note that forms not filled completely or correctly as per instructions provided in this GID, the Red

Herring Prospectus and Bid cum Application Form / Bid cum Application Form are liable to be rejected.

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Instructions to fill each field of the Bid cum Application Form can be found on the reverse side of the Bid cum

Application Form. Specific instructions for filling various fields of the Resident Bid cum Application Form and Non-

Resident Bid cum Application Form and samples are provided below.

The samples of the Bid cum Application Form for resident Bidders and the Bid cum Application Form for non-resident

Bidders are reproduced below:

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4.1.1 FIELD NUMBER 1: NAME AND CONTACT DETAILS OF THE SOLE/FIRST BIDDER

a) Bidders should ensure that the name provided in this field is exactly the same as the name in which the

Depository Account is held.

b) Mandatory Fields: Bidders should note that the name and address fields are compulsory and e-mail and/or

telephone number/mobile number fields are optional. Bidders should note that the contact details mentioned

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in the Bid cum Application Form may be used to dispatch communications (including letters notifying the

unblocking of the bank accounts of Bidders) in case the communication sent to the address available with

the Depositories are returned undelivered or are not available. The contact details provided in the Bid cum

Application Form may be used by the Issuer, The Designated Intermediaries and the Registrar to the Issue

only for correspondence(s) related to an Issue and for no other purposes.

c) Joint Bids: In the case of Joint Bids, the Bids should be made in the name of the Bidder whose name appears

first in the Depository account. The name so entered should be the same as it appears in the Depository

records. The signature of only such first Bidder would be required in the Bid cum Application Form/

Application Form and such first Bidder would be deemed to have signed on behalf of the joint holders All

communications may be addressed to such Bidder and may be dispatched to his or her address as per the

Demographic Details received from the Depositories.

d) Impersonation: Attention of the Bidders is specifically drawn to the provisions of sub-section (1) of Section

38 of the Companies Act, 2013 which is reproduced below:

“Any person who:

• makes or abets making of an application in a fictitious name to a company for acquiring, or subscribing

for, its securities; or

• makes or abets making of multiple applications to a company in different names or in different

combinations of his name or surname for acquiring or subscribing for its securities; or

• Otherwise induces directly or indirectly a company to allot, or register any transfer of, securities to

him, or to any other person in a fictitious name, shall be liable for action under Section 447 of the said

act.”

e) Nomination Facility to Bidder: Nomination facility is available in accordance with the provisions of

Section 72 of the Companies Act, 2013. In case of allotment of the Equity Shares in dematerialized form,

there is no need to make a separate nomination as the nomination registered with the Depository may prevail.

For changing nominations, the Bidders should inform their respective DP.

4.1.2 FIELD NUMBER 2: PAN NUMBER OF SOLE FIRST BIDDER

a) PAN (of the sole/ first Bidder) provided in the Bid cum Application Form should be exactly the same as the

PAN of the person(s) in whose name the relevant beneficiary account is held as per the Depositories’ records.

b) PAN is the sole identification number for participants transacting in the securities market irrespective of the

amount of transaction except for Applications on behalf of the Central or State Government, Applications

by officials appointed by the courts and Applications by Bidders residing in Sikkim (“PAN Exempted

Bidders”). Consequently, all Bidders, other than the PAN Exempted Bidders, are required to disclose their

PAN in the Bid cum Application Form, irrespective of the Application Amount. A Bid cum Application

Form without PAN, except in case of Exempted Bidders, is liable to be rejected. Applications by the Bidders

whose PAN is not available as per the Demographic Details available in their Depository records, are liable

to be rejected.

c) The exemption for the PAN Exempted Bidders is subject to (a) the Demographic Details received from the

respective Depositories confirming the exemption granted to the beneficiary owner by a suitable description

in the PAN field and the beneficiary account remaining in “active status”; and (b) in the case of residents of

Sikkim, the address as per the Demographic Details evidencing the same.

d) Bid cum Application Forms which provide the General Index Register Number instead of PAN may be

rejected.

e) Applications by Bidders whose demat accounts have been ‘suspended for credit’ are liable to be rejected

pursuant to the circular issued by SEBI on July 29, 2010, bearing number CIR/MRD/DP/22/2010. Such

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accounts are classified as “Inactive demat accounts” and demographic details are not provided by

depositories.

4.1.3 FIELD NUMBER 3: BIDDERS DEPOSITORY ACCOUNT DETAILS

a) Bidders should ensure that DP ID and the Client ID are correctly filled in the Bid cum Application Form.

The DP ID and Client ID provided in the Bid cum Application Form should match with the DP ID and Client

ID available in the Depository database, otherwise, the Bid cum Application Form is liable to be rejected.

b) Bidders should ensure that the beneficiary account provided in the Bid cum Application Form is active.

c) Bidders should note that on the basis of DP ID and Client ID as provided in the Bid cum Application Form,

the Bidder may be deemed to have authorized the Depositories to provide to the Registrar to the Issue, any

requested Demographic Details of the Bidder as available on the records of the depositories. These

Demographic Details may be used, among other things, for unblocking of ASBA Account or for other

correspondence(s) related to an Issue.

d) Bidders are, advised to update any changes to their Demographic Details as available in the records of the

Depository Participant to ensure accuracy of records. Any delay resulting from failure to update the

Demographic Details would be at the Bidders’ sole risk.

4.1.4 FIELD NUMBER 4: BID OPTIONS

a) Price or Floor Price or Price Band, minimum Bid Lot and Discount (if applicable) may be disclosed in the

DRHP by the Issuer. The Issuer is required to announce the Floor Price or Price Band, minimum Bid Lot

and Discount (if applicable) by way of an advertisement in at least one English, one Hindi and one regional

newspaper, with wide circulation, at least five Working Days before Bid/Offer Opening Date in case of an

IPO, and at least one Working Day before Bid/Offer Opening Date in case of an FPO.

b) The Bidders may Bid at or above Floor Price or within the Price Band for IPOs undertaken through the Book

Building Process. Cut-Off Price: Retail Individual Investors or Employees or Retail Individual Shareholders

Can Bid at the Cut off Price indicating their agreement to Bid for and purchase the Equity Shares at the Offer

Price as determined at the end of the Book Building Process. Bidding at the Cut-off Price is prohibited for

QIBs and NIIs and such Bids from QIBs and NIIs may be rejected.

c) Minimum Bid Value and Bid Lot: The Issuer in consultation with the BRLMs may decide the minimum

number of Equity Shares for each Bid to ensure that the minimum Bid value is within the range of

above1,00,000. The minimum Bid Lot is accordingly determined by an Issuer on basis of such minimum Bid

value.

d) Allotment: The Allotment of specified securities to each RII shall not be less than the minimum Bid Lot,

subject to availability of shares in the RII category, and the remaining available shares, if any, shall be

Allotted on a proportionate basis. For details of the Bid Lot, Bidders may to the DRHP or the advertisement

regarding the Price Band published by the Issuer.

4.1.4.1 Minimum and Maximum Bid Size

a) For Retails Individual Bidders

The Application must be for a minimum of [●] equity shares. As the application price payable by the retail

individual Bidders cannot exceed 200000 they can make Application for only minimum Application size i.e

for [●] equity shares.

b) For Other Bidders (Non-Institutional Bidders and QIBs):

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i. The Application must be for a minimum of such number of equity shares such that the Application

Amount exceeds200000 and in multiples of [●] equity shares thereafter. An application cannot be

submitted for more than the Issue Size. However, the maximum application by a QIB investor should

not exceed the investment limits prescribed for them by applicable laws. Under existing SEBI

Regulations, a QIB Bidder cannot withdraw its Application after the Issue Closing Date and is required

to pay 100% QIB Margin upon submission of Application. In case of revision of Applications, the Non-

Institutional Bidders, who are individuals, have to ensure that the Application Amount is greater than

200000 for being considered for allocation in the Non-Institutional Portion. Bidders are advised to

ensure that any single Application from them does not exceed the investment limits or maximum

number of equity shares that can be held by them under prescribed law or regulation or as specified in


ii. In case the Bid Amount reduces to 200,000 or less due to a revision of the Price Band, Bids by the

Non-Institutional Bidders who are eligible for allocation in the Retail Category would be considered

for allocation under the Retail Category.

iii. The price and quantity options submitted by the Bidder in the Bid cum Application Form may be treated

as optional bids from the Bidder and may not be cumulated. After determination of the Issue Price, the

number of Equity Shares Bid for by a Bidder at or above the Issue Price may be considered for allotment

and the rest of the Bid(s), irrespective of the Bid Amount may automatically become invalid. This is

not applicable in case of FPOs undertaken through Alternate Book Building Process.

4.1.4.2 Multiple Applications:

a) Bidder should submit only one Bid cum Application Form. Bidder shall have the option to make a maximum

of Bids at three different price levels in the Bid cum Application Form and such options are not considered as

multiple Bids. Submission of a second Bid cum Application Form to either the same or to another member of

the Syndicate, SCSB or Registered Broker and duplicate copies of Bid cum Application Forms bearing the

same application number shall be treated as multiple Bids and are liable to be rejected.

b) Bidders are requested to note the following procedures may be followed by the Registrar to the issue to detect

multiple applications:

i. All Bids may be checked for common PAN as per the records of the Depository. For Bidders other

than Mutual Funds and FPI sub-accounts, bids bearing the same PAN may be treated as multiple

applications by a Bidder and may be rejected.

ii. For applications from Mutual Funds and FPI sub-accounts, submitted under the same PAN, as well as

Applications on behalf of the PAN Exempted Bidders, the Bid cum Application Forms may be checked

for common DP ID and Client ID. In any such applications which have the same DP ID and Client ID,

these may be treated as multiple applications and may be rejected.

c) The following Bids may not be treated as multiple applications:

i. Bid by Reserved Categories in their respective reservation portion as well as that made by them in the

Net Issue portion in public category.

ii. Separate Bids by Mutual Funds in respect of more than one scheme of the Mutual Fund provided that

the Bid clearly indicates the scheme for which the application has been made.

iii. Application by Mutual Funds, and sub-accounts of FPIs (or FPIs and its sub-accounts) submitted with

the same PAN but with different beneficiary account numbers, Client IDs, and DP IDs.

4.1.5 FIELD NUMBER 5: CATEGORY OF BIDDERS

a) The categories of Bidders identified as per the SEBI ICDR Regulations, 2018 for the purpose of Application,

allocation and allotment in the Issue are RIIs, Individual Bidders other than RIIs, and other investors

(including corporate bodies or institutions, irrespective of the number of specified securities applied for).

b) An Issuer can make reservation for certain categories of Bidders as permitted under the SEBI ICDR

Regulations, 2018. For details of any reservations made in the Issue, Bidders may refer to the Prospectus.

c) The SEBI ICDR Regulations, 2018, specify the allocation or allotment that may be made to various categories

of Bidders in an Issue depending upon compliance with the eligibility conditions. For details pertaining to

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allocation and Issue specific details in relation to allocation Bidder may refer to the Draft Red Herring

Prospectus.

4.1.6 FIELD NUMBER 6: INVESTOR STATUS

a) Each Bidder should check whether it is eligible to apply under applicable law and ensure that any prospective

allotment to it in the Issue is in compliance with the investment restrictions under applicable law.

b) Certain categories of Bidders, such as NRIs, FIIs, FPIs and FVCIs may not be allowed to Apply in the Issue

or hold Equity Shares exceeding certain limits specified under applicable law. Bidders are requested to refer

to the Red Herring Prospectus for more details.

c) Bidders should check whether they are eligible to apply on non-repatriation basis or repatriation basis and

should accordingly provide the investor status. Details regarding investor status are different in the Resident

Bid cum Application Form and Non-Resident Bid cum Application Form.

d) Bidders should ensure that their investor status is updated in the Depository records.

4.1.7 FIELD 7: PAYMENT DETAILS

a) The full Bid Amount (net of any Discount, as applicable) shall be blocked in the ASBA Account based on the

authorization provided in the ASBA Form. If discount is applicable in the Issue, the RIIs should indicate the

full Bid Amount in the Bid-cum-Application Form and the funds shall be blocked for the Bid Amount net of

Discount. Only in cases where the DRHP indicates that part payment may be made, such an option can be

exercised by the Bidder. In case of Bidders specifying more than one Bid Option in the Bid-cum-Application

Form, the total Bid Amount may be calculated for the highest of three options at net price, i.e. Bid price less

Discount offered, if any.

b) Bid Amount cannot be paid in cash, through money order or through postal order or through stock invest.

c) Bidders who Bid at Cut-off Price shall DEPOSIT the Bid Amount based on the Cap Price.

d) All Bidders can participate in the Issue only through the ASBA mechanism.

e) Please note that, providing bank account details in the space provided in the Bid-cum-Application Form

is mandatory and Applications that do not contain such details are liable to be rejected.

4.1.7.1 Payment instructions for Bidders

a) Bidders may submit the Bid cum Application Form either in physical mode or online mode to any Designated

Intermediaries.

b) Bidders should specify the Bank Account number in the Bid cum Application Form. The Bid cum Application

Form submitted by an Bidder and which is accompanied by cash, demand draft, money order, postal order or

any mode of payment other than blocked amounts in the ASBA Account maintained with an SCSB, may not

be accepted.

c) Bidder should ensure that the Bid cum Application Form is also signed by the ASBA Account holder(s) if the

Bidder is not the ASBA Account holder;

d) Bidder shall note that for the purpose of blocking funds under ASBA facility clearly demarcated funds shall

be available in the account.

e) From one ASBA Account, a maximum of five Bid cum Application Forms can be submitted.

f) Bidders applying through a member of the Syndicate should ensure that the Bid cum Application Form is

submitted to a member of the Syndicate only at the Specified Locations. Bidders should also note that Bid

cum Application Forms submitted to the Syndicate at the Specified Locations may not be accepted by the

member of the Syndicate if the SCSB where the ASBA Account, as specified in the Bid cum Application

Form, is maintained has not named at least one branch at that location for the members of the Syndicate to

deposit Bid cum Application Forms (a list of such branches is available on the website of SEBI at

http://www.sebi.gov.in/sebiweb/home/list/5/33/0/0/Recognised-Intermediaries).

http://www.sebi.gov.in/sebiweb/home/list/5/33/0/0/Recognised-Intermediaries

http://www.sebi.gov.in/sebiweb/home/list/5/33/0/0/Recognised-Intermediaries

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g) Bidders applying through a Registered Broker, RTA or CDP should note that Bid cum Application Forms

submitted to them may not be accepted, if the SCSB where the ASBA Account, as specified in Bid cum

Application Form, is maintained has not named at least one branch at that location for the Registered Brokers,

RTA or CDP, as the case may be, to deposit Bid cum Application Forms.

h) ASBA Bidder applying directly through the SCSBs should ensure that the Bid cum Application Form is

submitted to a Designated Branch of a SCSB where the ASBA Account is maintained.

i) Upon receipt of Bid cum Application Form, the Designated Branch of the SCSB may verify if sufficient funds

equal to the Application Amount are available in the ASBA Account, as mentioned in the Bid cum Application

Form.

j) If sufficient funds are available in the ASBA Account, the SCSB may block an amount equivalent to the

Application Amount mentioned in the Bid cum Application Form may upload the details on the Stock

Exchange Platform.

k) If sufficient funds are not available in the ASBA Account, the Designated Branch of the SCSB may not upload

such Applications on the Stock Exchange platform and such Applications are liable to be rejected.

l) Upon submission of a completed Bid cum Application Form each Bidder may be deemed to have agreed to

block the entire Bid Amount and authorized the Designated Branch of the SCSB to block the Application

Amount specified in the Bid cum Application Form in the ASBA Account maintained with the SCSBs.

m) The Bid Amount may remain blocked in the aforesaid ASBA Account until finalization of the Basis of

allotment and consequent transfer of the Bid Amount against the Allotted Equity Shares to the Public Issue

Account, or until withdrawal or failure of the Issue, or until withdrawal or rejection of the Bid cum

Application, as the case may be.

n) SCSBs bidding in the Issue must apply through an Account maintained with any other SCSB; else their

Application is liable to be rejected.

4.1.8 Unblocking of ASBA Account

a) Once the Basis of Allotment is approved by the Designated Stock Exchange, the Registrar to the Issue may

provide the following details to the controlling branches of each SCSB, along with instructions to unblock the

relevant bank accounts and for successful Bids transfer the requisite money to the Public Issue Account

designated for this purpose, within the specified timelines: (i) the number of Equity Shares to be Allotted, if

any, against each Bid, (ii) the amount to be transferred from the relevant bank account to the Public Issue

Account, for each Bid, (iii) the date by which funds referred to in (ii) above may be transferred to the Public

Issue Account, and (iv) details of rejected/ non allotment / partial allotment ASBA Application, if any, along

with reasons for rejection and details of withdrawn or unsuccessful Bid, if any, to enable the SCSBs to unblock

the respective bank accounts.

b) On the basis of instructions from the Registrar to the Issue, the SCSBs may transfer the requisite amount

against each successful Bid to the Public Issue Account and may unblock the excess amount, if any, in the

ASBA Account.

c) In the event of withdrawal or rejection of the Bid cum Application Form and for unsuccessful Bid, the

Registrar to the Issue may give instructions to the SCSB to unblock the Bid Amount in the relevant ASBA

Account within 6 Working Days of the Issue Closing Date.

4.1.8.1 Discount (if applicable)

a) The Discount is stated in absolute rupee terms.

b) RII, Employees and Retail Individual Shareholders are only eligible for discount. For Discounts Issued in the

Issue, Bidders may refer to the Red Herring Prospectus.

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c) For the Bidders entitled to the applicable Discount in the Issue the Bid Amount less Discount (if applicable)

shall be blocked.

Bidder may note that in case the net payment (post Discount) is more than two lakh Rupees, the bidding system

automatically considers such Bids for allocation under Non-Institutional Category. These Bids are neither eligible

for Discount nor fall under RII category.

4.1.8.2 Additional Payment Instructions for NRIs

The Non-Resident Indians who intend to block funds in their Non-Resident Ordinary (NRO) accounts shall use

the form meant for Resident Indians (non-repatriation basis). In the case of Bids by NRIs applying on a repatriation

basis, blocking of funds in their NRO account shall not be accepted.

4.1.9 FIELD NUMBER 8: SIGNATURES AND OTHER AUTHORISATIONS

a) Only the First Bidder is required to sign the Bid cum Application Form. Bidders should ensure that signatures

are in one of the languages specified in the Eighth Schedule to the Constitution of India.

b) If the ASBA Account is held by a person or persons other than the Bidder, then the Signature of the ASBA

Account holder(s) is also required.

c) In relation to the Applications, signature has to be correctly affixed in the authorization/undertaking box in

the Bid cum Application Form, or an authorization has to be provided to the SCSB via the electronic mode,

for blocking funds in the ASBA Account equivalent to the Application Amount mentioned in the Bid cum

Application Form.

d) Bidders must note that Bid cum Application Form without signature of Bidder and /or ASBA Account holder

is liable to be rejected.

4.1.10 ACKNOWLEDGEMENT AND FUTURE COMMUNICATION

a) Bidders should ensure that they receive the acknowledgment duly signed and stamped by the Designated

Intermediary, as applicable, for submission of the Bid cum Application Form.

b) All communications in connection with Applications made in the Issue should be addressed as under:

i. In case of queries related to Allotment, non-receipt of Allotment Advice, credit of allotted equity shares,

unblocking of funds, the Bidders should contact the Registrar to the Issue.

ii. In case of Applications submitted to the Designated Branches of the SCSBs or Registered Brokers or

Registered RTA/DP, the Bidders should contact the relevant Designated Branch of the SCSB or

Registered Brokers or Registered RTA/DP, as the case maybe.

iii. Bidder may contact the Company Secretary and Compliance Officer or BRLM in case of any other

complaints in relation to the Issue.

iv. In case of queries relating to uploading of Bids by a Syndicate Member, the Bidders should contact the

relevant Syndicate Member.

v. In case of queries relating to uploading of Bids by a Registered Broker, the Bidders should contact the

relevant Registered Broker

vi. In case of Bids submitted to the RTA, the Bidders should contact the relevant RTA

vii. In case of Bids submitted to the DP, the Bidders should contact the relevant DP.

c) The following details (as applicable) should be quoted while making any queries -

i. Full name of the sole or Bidder, Bid cum Application Form number, Bidders’ DP ID, Client ID, PAN,

number of Equity Shares applied for, amount paid on application.

ii. name and address of the Designated Intermediary, where the Application was submitted; or

iii. In case of ASBA Applications, ASBA Account number in which the amount equivalent to the Application

Amount was blocked.

For further details, Bidder may refer to the Red Herring Prospectus and the Bid cum Application Form.

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4.2 INSTRUCTIONS FOR FILING THE REVISION FORM

a) During the Issue Period, any Bidder (other than QIBs and NIIs, who can only revise their application upwards)

who has registered his or her interest in the Equity Shares at a particular number of shares is free to revise

number of shares applied using revision forms available separately.

b) RII may revise their applications till closure of the issue period or withdraw their applications until finalization

of allotment.

c) Revisions can be made in both the desired number of Equity Shares and the Bid Amount by using the Revision

Form.

d) The Bidder can make this revision any number of times during the Issue Period. However, for any revision(s)

in the Bid, the Bidders will have to use the services of the same Designated Intermediary through which such

Bidder had placed the original Bid.

A sample Revision form is reproduced below:

Other than instructions already highlighted at paragraph 4.1 above, point wise instructions regarding filling up

various fields of the Revision Form are provided below:

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Revision Form – R

4.2.1 FIELDS 1, 2 AND 3: NAME AND CONTACT DETAILS OF SOLE/FIRST BIDDER, PAN OF SOLE/FIRST

BIDDER & DEPOSITORY ACCOUNT DETAILS OF THE BIDDER

Bidders should refer to instructions contained in paragraphs 4.1.1, 4.1.2 and 4.1.3.

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4.2.2 FIELD 4 & 5: BID OPTIONS REVISION ‘FROM’ AND ‘TO’

a) Apart from mentioning the revised options in the Revision Form, the Bidder must also mention the details of

the share applied/bid for given in his or her Bid cum Application Form or earlier Revision Form. For example,

if a Bidder has Bid for three options in the Bid-cum-Application Form and such Bidder is changing only one of

the options in the Revision Form, the Bidder must still fill the details of the other two options that are not being

revised, in the Revision Form. The members of the Syndicate, the Registered Brokers and the Designated

Branches of the SCSBs may not accept incomplete or inaccurate Revision Forms.

b) In case of revision, Bid options should be provided by Bidders in the same order as provided in the Bid cum

Application Form.

c) In case of revision of Bids by RIIs, Employees and Retail Individual Shareholders, such Bidders should ensure

that the Bid Amount, should not exceed2,00,000/- due to revision and the bid may be considered, subject to the

eligibility, for allocation under the Non-Institutional Category, not being eligible for Discount (if applicable)

and such Bid may be rejected if it is at the Cut-off Price. The Cutoff Price option is given only to the RIIs,

Employees and Retail Individual Shareholders indicating their agreement to Bid for and purchase the Equity

Shares at the Offer Price as determined at the end of the Book Building Process.

d) In case the total amount (i.e., original Bid Amount plus additional payment) exceeds 200,000, the Bid will be

considered for allocation under the Non-Institutional Category in terms of the DRHP. If, however, the RII does

not either revise the Bid or make additional payment and the Offer Price is higher than the cap of the Price Band

prior to revision, the number of Equity Shares Bid for shall be adjusted downwards for the purpose of allocation,

such that no additional payment would be required from the RII and the RII is deemed to have approved such

revised Bid at Cut-off Price.

e) In case of a downward revision in the Price Band, RIIs and Bids by Employees under the Reservation Portion,

who have bid at the Cut-off Price could either revise their Bid or the excess amount paid at the time of Bidding

may be unblocked in case of Bidders.

4.2.3 FIELD 6: PAYMENT DETAILS

a) All Bidders are required to make payment of the full Bid Amount (less Discount, if applicable) along with the

Bid Revision Form. In case of Bidders specifying more than one Bid Option in the Bid cum Application Form,

the total Bid Amount may be calculated for the highest of three options at net price, i.e. Bid price less discount

offered, if any.

b) Bidder may Offer instructions to block the revised amount based on cap of the revised Price Band (adjusted for

the Discount (if applicable) in the ASBA Account, to the same Designated Intermediary through whom such

Bidder had placed the original Bid to enable the relevant SCSB to block the additional Bid Amount, if any.

c) In case the total amount (i.e., original Bid Amount less discount (if applicable) plus additional payment) exceeds

200,000, the Bid may be considered for allocation under the Non-Institutional Category in terms of the DRHP.

If, however, the Bidder does not either revise the Bid or make additional payment and the Offer Price is higher

than the cap of the Price Band prior to revision, the number of Equity Shares Bid for may be adjusted downwards

for the purpose of Allotment, such that additional amount is required blocked and the Bidder is deemed to have

approved such revised Bid at the Cut-off Price.

d) In case of a downward revision in the Price Band, RIIs, Employees and Retail Individual Shareholders, who

have bid at the Cut-off Price, could either revise their Bid or the excess amount paid at the time of Bidding may

be unblocked.

4.2.4 FIELDS 7: SIGNATURES AND ACKNOWLEDGEMENTS

Bidders may refer to instructions contained at paragraphs 4.1.8 and 4.1.9 for this purpose.

4.3 SUBMISSION OF REVISION FORM/BID CUM APPLICATION FORM

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Bidders may submit completed Bid cum Application Form / Revision Form in the following manner: -

Mode of Application Submission of Bid cum Application Form

All Investor Bids To the Designated Intermediaries

The aforesaid intermediaries shall, at the time of receipt of application, give an acknowledgement to investor, by

giving the counter foil or specifying the application number to the investor, as a proof of having accepted the Bid cum

Application Form, in physical or electronic mode respectively

SECTION 5: ISSUE PROCEDURE IN BOOK BUILDING ISSUE

Book Building, in the context of the Offer, refers to the process of collection of Bids within the Price Band or above

the Floor Price and determining the Offer Price based on the Bids received as detailed in Schedule XIII of SEBI ICDR

Regulations, 2018. The Offer Price is finalised after the Bid/Offer Closing Date. Valid Bids received at or above the

Offer Price are considered for allocation in the Offer, subject to applicable regulations and other terms and conditions.

5.1 SUBMISSION OF BIDS:

a) During the Bid/Offer Period, Bidders/Applicants may approach any of the Designated Intermediaries to

register their Bids.

b) In case of Bidders/Applicants (excluding NIIs, NIBs and QIBs) Bidding at Cut-off Price, the

Bidders/Applicants may instruct the SCSBs to block Bid Amount based on the Cap Price less discount (if

applicable).

c) For details of the timing on acceptance and upload of Bids in the Stock Exchanges Platform

Bidders/Applicants are requested to refer to the DRHP.

5.2 ELECTRONIC REGISTRATION OF BIDS

a) The Designated Intermediary may register the Bids using the on-line facilities of the Stock Exchanges. The

Designated Intermediaries can also set up facilities for off-line electronic registration of Bids, subject to the

condition that they may subsequently upload the off-line data file into the on-line facilities for Book Building

on a regular basis before the closure of the issue.

b) On the Bid/Offer Closing Date, the Designated Intermediaries may upload the Bids till such time as may be

permitted by the Stock Exchanges and as disclosed in the Red Herring Prospectus.

c) Only Bids that are uploaded on the Stock Exchanges Platform are considered for allocation/Allotment. The

Designated Intermediaries are given till 1 p.m. on the next Working Day following the Bid/Offer Closing

Date to modify select fields uploaded in the Stock Exchange Platform during the Bid/Offer Period after

which the Stock Exchange(s) send the bid information to the Registrar to the Issue for further processing.

5.3 BUILD UP OF THE BOOK

(a) Bids received from various Bidders/Applicants through the Designated Intermediaries may be electronically

uploaded on the Bidding Platform of the Stock Exchanges’ on a regular basis. The book gets built up at

various price levels. This information may be available with the BRLMs at the end of the Bid/Offer Period.

(b) Based on the aggregate demand and price for Bids registered on the Stock Exchanges Platform, a graphical

representation of consolidated demand and price as available on the websites of the Stock Exchanges may

be made available at the Bidding Centres during the Bid/ Offer Period.

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5.4 WITHDRAWAL OF BIDS

(a) RIBs can withdraw their Bids until Bid/Offer Closing Date. In case a RIB wishes to withdraw the Bid during

the Bid/Offer Period, the same can be done by submitting a request for the same to the concerned Designated

Intermediary who shall do the requisite, including unblocking of the funds by the SCSB in the ASBA

Account.

(b) The Registrar to the Issue shall give instruction to the SCSB for unblocking the ASBA Account upon or after

the finalization of basis of allotment. QIBs and NIBs can neither withdraw nor lower the size of their Bids

at any stage.

5.5 REJECTION & RESPONSIBILITY FOR UPLOAD OF BIDS

(a) The Designated Intermediaries are individually responsible for the acts, mistakes or errors or omission in

relation to:

i. the Bids accepted by the Designated Intermediary,

ii. the Bids uploaded by the Designated Intermediary, and

iii. the Bid cum application forms accepted but not uploaded by the Designated Intermediary.

(b) The BRLMs and their affiliate Syndicate Members, as the case may be, may reject Bids if all information

required is not provided and the Bid cum Application Form is incomplete in any respect.

(c) The SCSBs shall have no right to reject Bids, except in case of unavailability of adequate funds in the ASBA

account or on technical grounds.

(d) In case of QIB Bidders, only the (i) SCSBs; and (ii) BRLMs and their affiliate Syndicate Members (only in

the specified Locations) have the right to reject bids. However, such rejection shall be made at the time of

receiving the Bid and only after assigning a reason for such rejection in writing.

(e) All bids by QIBs, NIBs & RIBs Bidders can be rejected on technical grounds listed herein.

5.5.1 GROUNDS FOR TECHNICAL REJECTIONS

Bid cum Application Forms/Application Forms can be rejected on the below mentioned technical grounds either at

the time of their submission to any of the Designated Intermediaries, or at the time of finalization of the Basis of

Allotment. Bidders/ Applicants are advised to note that the Bids/Applications are liable to be rejected, which have

been detailed at various places in this GID:-

• Bid/Application by persons not competent to contract under the Indian Contract Act, 1872, as amended,

(other than minors having valid Depository Account as per Demographic Details provided by Depositories);

• Bids/Applications by OCBs;

• In case of partnership firms, Bid/Application for Equity Shares made in the name of the firm. However, a

limited liability partnership can apply in its own name;

• In case of Bids/Applications under power of attorney or by limited companies, corporate, trust, etc., relevant

documents are not being submitted along with the Bid cum application form;

• Bids/Applications by persons prohibited from buying, selling or dealing in the shares directly or indirectly

by SEBI or any other regulatory authority;

• Bids/Applications by any person outside India if not in compliance with applicable foreign and Indian laws;

• PAN not mentioned in the Bid cum Application Form/ Application Forms except for Bids/Applications by

or on behalf of the Central or State Government and officials appointed by the court and by the investors

residing in the State of Sikkim, provided such claims have been verified by the Depository Participant;

• In case no corresponding record is available with the Depositories that matches the DP ID, the Client ID and

the PAN;

• Bids/Applications for lower number of Equity Shares than the minimum specified for that category of

investors;

• Bids/Applications at a price less than the Floor Price & Bids/Applications at a price more than the Cap Price;

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• Bids/Applications at Cut-off Price by NIBs and QIBs;

• The amounts mentioned in the Bid cum Application Form/Application Forms do not tally with the amount

payable for the value of the Equity Shares Bid/Applied for;

• Bids/Applications for amounts greater than the maximum permissible amounts prescribed by the regulations;

• Submission of more than five ASBA Forms/Application Forms per ASBA Account;

• Bids/Applications for number of Equity Shares which are not in multiples Equity Shares as specified in the

RHP;

• Multiple Bids/Applications as defined in this GID and the RHP/Prospectus;

• Bids not uploaded in the Stock Exchanges bidding system.

• Inadequate funds in the bank account to block the Bid/ Application Amount specified in the ASBA Form/

• Application Form at the time of blocking such Bid/ Application Amount in the bank account;

• Where no confirmation is received from SCSB for blocking of funds;

• Bids/Applications by Bidders not submitted through ASBA process;

• Bids/Applications submitted to Designated Intermediaries at locations other than the Bidding Centers or to

the Escrow Collecting Banks (assuming that such bank is not a SCSB where the ASBA Account is

maintained), to the Issuer or the Registrar to the Issue;

• Bids/Applications by SCSBs wherein a separate account in its own name held with any other SCSB is not

mentioned as the ASBA Account in the Bid cum Application Form/Application Form.

5.6 BASIS OF ALLOCATION

a) The SEBI ICDR Regulations, 2018 specify the allocation or Allotment that may be made to various

categories of Bidders/Applicants in an Offer depending on compliance with the eligibility conditions. Certain

details pertaining to the percentage of Offer size available for allocation to each category is disclosed overleaf

of the Bid cum Application Form and in the RHP/Prospectus. For details in relation to allocation, the

Bidder/Applicant may refer to the DRHP/ RHP/ Prospectus.

b) Under-subscription in any category (except QIB Portion) is allowed to be met with spill-over from any other

category or combination of categories at the discretion of the Issuer and in consultation with the BRLMs and

the Designated Stock Exchange and in accordance with the SEBI ICDR Regulations, 2018. Unsubscribed

portion in QIB Category is not available for subscription to other categories.

c) In case of under subscription in the Offer, spill-over to the extent of such under-subscription may be

permitted from the Reserved Portion to the Offer. For allocation in the event of an under-subscription

applicable to the Issuer, Bidders/Applicants may refer to the RHP.

d) Illustration of the Book Building and Price Discovery Process Bidders should note that this example is solely

for illustrative purposes and is not specific to the Offer; it also excludes Bidding by Anchor Investors.

Bidders can bid at any price within the price band. For instance, assume a price band of 20 to 24 per share, issue size

of [●] equity shares and receipt of five bids from bidders, details of which are shown in the table below. The illustrative

book given below shows the demand for the equity shares of the issuer company at various prices and is collated from

bids received from various investors.

Bid Quantity Bid Price () Cumulative Quantity Subscription

500 24 500 16.70%

1000 23 1500 50.00%

1500 22 3000 100.00%

2000 21 5000 166.70%

2500 20 7500 250.00%

The price discovery is a function of demand at various prices. The highest price at which the issuer is able to issue

the desired number of equity shares is the price at which the book cuts off, i.e., 22.00 in the above example. The

issuer, in consultation with the Book Running Lead Manager, will finalize the issue price at or below such cut-off

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price, i.e., at or below 22.00. All bids at or above this issue price and cut-off bids are valid bids and are considered

for allocation in the respective categories.

(e) Alternate Method of Book Building

In case of FPOs, Issuers may opt for an alternate method of Book Building in which only the Floor Price is specified

for the purposes of Bidding (“Alternate Book Building Process”). The Issuer may specify the Floor Price in the RHP

or advertise the Floor Price at least one Working Day prior to the Bid/Offer Opening Date. QIBs may Bid at a price

higher than the Floor Price and the Allotment to the QIBs is made on a price priority basis. The Bidder with the

highest Bid Amount is allotted the number of Equity Shares Bid for and then the second highest Bidder is Allotted

Equity Shares and this process continues until all the Equity Shares have been allotted. RIBs, NIBs and Employees

are Allotted Equity Shares at the Floor Price and Allotment to these categories of Bidders is made proportionately. If

the number of Equity Shares Bid for at a price is more than available quantity then the Allotment may be done on a

proportionate basis. Further, the Issuer may place a cap either in terms of number of specified securities or percentage

of issued capital of the Issuer that may be Allotted to a single Bidder, decide whether a Bidder be allowed to revise

the bid upwards or downwards in terms of price and/or quantity and also decide whether a Bidder be allowed single

or multiple bids.

SECTION 6: ISSUE PROCEDURE IN FIX PRICE ISSUE

Bidders may note that there is no Bid cum Application Form in a Fixed Price Offer.

As the Offer Price is mentioned in the Fixed Price Offer therefore on filing of the Prospectus with the RoC, the

Application so submitted is considered as the application form. Applicants may only use the specified Application

Form for the purpose of making an Application in terms of the Prospectus which may be submitted through the

Designated Intermediary. Applicants may submit an Application Form either in physical form to the any of the

Designated Intermediaries or in the electronic form to the SCSB or the Designated Branches of the SCSBs authorizing

blocking of funds that are available in the bank account specified in the Application Form only (“ASBA Account”).

The Application Form is also made available on the websites of the Stock Exchanges at least one day prior to the

Bid/Offer Opening Date. In a fixed price Offer, allocation in the net offer to the public category is made as follows:

minimum fifty per cent to Retail Individual Bidders; and remaining to (i) individual investors other than Retail

Individual Bidders; and (ii) other Applicants including corporate bodies or institutions, irrespective of the number of

specified securities applied for. The unsubscribed portion in either of the categories specified above may be allocated

to the Applicants in the other category.

For details of instructions in relation to the Application Form, Bidders/ Applicants may refer to the relevant section

of the GID.

SECTION 7: ALLOTMENT PROCEDURE AND BASIS OF ALLOTMENT

7.1 Basis of Allotment

The Allotment of Equity Shares to Bidders other than Retail Individual Investors may be on proportionate basis. For

Basis of Allotment to Bidders may refer to DRHP. No Retail Individual Investor will be Allotted less than the

minimum Bid Lot subject to availability of shares in Retail Individual Investor Category and the remaining available

shares, if any will be Allotted on a proportionate basis. The Issuer is required to receive a minimum subscription of

90% of the Offer (excluding any Offer for Sale of specified securities). However, in case the Offer is in the nature of

Offer for Sale only, then minimum subscription may not be applicable.

Allotment will be made in consultation with SME PLATFORM OF NSE EMEGE (The Designated Stock Exchange).

In the event of oversubscription, the allotment will be made on a proportionate basis in marketable lots as set forth

here:

a) The total number of Shares to be allocated to each category as a whole shall be arrived at on a proportionate

basis i.e. the total number of Shares applied for in that category multiplied by the inverse of the over

subscription ratio (number of Bidders in the category x number of Shares applied for).

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b) The number of Shares to be allocated to the successful Bidders will be arrived at on a proportionate basis in

marketable lots (i.e. Total number of Shares applied for into the inverse of the over subscription ratio).

c) For applications where the proportionate allotment works out to less than [●] Equity Shares the allotment

will be made as follows:

i) Each successful Bidder shall be allotted [●] Equity Shares;

ii) The successful Bidders out of the total Bidders for that category shall be determined by the drawal of lots

in such a manner that the total number of Shares allotted in that category is equal to the number of Shares

worked out as per (2) above.

d) If the proportionate allotment to a Bidder works out to a number that is not a multiple of [●] Equity Shares,

the Bidder would be allotted Shares by rounding off to the lower nearest multiple of [●] Equity Shares subject

to a minimum allotment of [●] Equity Shares.

e) If the Shares allotted on a proportionate basis to any category is more than the Shares allotted to the Bidders

in that category, the balance available Shares for allocation shall be first adjusted against any category, where

the allotted Shares are not sufficient for proportionate allotment to the successful Bidders in that category,

the balance Shares, if any, remaining after such adjustment will be added to the category comprising of

Bidders applying for the minimum number of Shares. If as a result of the process of rounding off to the lower

nearest multiple of [●] Equity Shares, results in the actual allotment being higher than the shares Issued, the

final allotment may be higher at the sole discretion of the Board of Directors, up-to 110% of the size of the

Issue specified under the Capital Structure mentioned in this Prospectus.

f) The above proportionate allotment of shares in an Issue that is oversubscribed shall be subject to the

reservation for Retail Individual Bidders as described below:

i. As per Regulation 32(4) of the SEBI (ICDR) Regulations 2018, as the Retail Individual Investor

category is entitled to more than fifty percent on proportionate basis, the retail individual investors shall

be allocated that higher percentage.

ii. Remaining to Individual Bidders other than retail individual investors and Other investors including

corporate bodies or institutions, irrespective of the number of specified securities applied for;

iii. The unsubscribed portion in either of the categories specified in (a) or (b) above may be available for

allocation to the Bidders in the other category, if so required.

'Retail Individual Investor' means an investor who applies for shares of value of not more than 2,00,000. Investors

may note that in case of over subscription allotment shall be on proportionate basis and will be finalized in consultation

with SME Platform of NSE EMERGE.

The Executive Director / Managing Director of NSE EMERGE - the Designated Stock Exchange in addition to Book

Running Lead Manager and Registrar to the Public Issue shall be responsible to ensure that the basis of allotment is

finalized in a fair and proper manner in accordance with the SEBI (ICDR) Regulations, 2018.

As per the RBI regulations, OCBs are not permitted to participate in the Issue. There is no reservation for Non

Residents, NRIs, FPIs and foreign venture capital funds and all Non Residents, NRI, FPI and Foreign Venture Capital

Funds Bidders will be treated on the same basis with other categories for the purpose of allocation.

7.2 DESIGNATED DATE AND ALLOTMENT OF EQUITY SHARES

a) Designated Date: On the Designated Date, the SCSBs shall transfer the funds represented by allocation of Equity

Shares into the Public Issue Account with the Bankers to the Issue.

b) Issuance of Allotment Advice: Upon approval of the Basis of Allotment by the Designated Stock Exchange, the

Registrar shall upload the same on its website. On the basis of the approved Basis of Allotment, the Issuer shall

pass necessary corporate action to facilitate the Allotment and credit of Equity Shares. Bidders are advised to

instruct their Depository Participant to accept the Equity Shares that may be allotted to them pursuant to the Issue.

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c) Pursuant to confirmation of such corporate actions, the Registrar will dispatch Allotment Advice to the Bidders

who have been Allotted Equity Shares in the Issue.

d) The dispatch of Allotment Advice shall be deemed a valid, binding and irrevocable contract.

e) Issuer will ensure that: (i) the Allotment of Equity Shares; and (ii) initiate corporate action for credit of shares to

the successful Bidders Depository Account will be completed within 5Working Days of the Issue Closing Date.

The Issuer also ensures the credit of shares to the successful Bidder’s depository account is completed within 5

Working Days of the Issue Closing Date,

SECTION 8: INTEREST AND REFUNDS

8.1 COMPLETION OF FORMALITIES FOR LISTING & COMMENCEMENT OF TRADING

The Issuer may ensure that all steps for the completion of the necessary formalities for listing and commencement of

trading at all the Stock Exchanges are taken within 6 Working Days of the Issue Closing Date. The Registrar to the

Issue may give instructions for credit to Equity Shares the beneficiary account with DPs, and dispatch the Allotment

Advice within 6Working Days of the Issue Closing Date.

8.2 GROUNDS FOR UNBLOCKING OF FUNDS

8.2.1 Non Receipt of Listing Permission

An Issuer makes an application to the Stock Exchange(s) for permission to deal in/list and for an official quotation of

the Equity Shares. All the Stock Exchanges from where such permission is sought are disclosed in Prospectus. The

Designated Stock Exchange may be as disclosed in the Prospectus with which the Basis of Allotment may be finalized.

If the permissions to deal in and for an official quotation of the Equity Shares are not granted by any of the Stock

Exchange(s), the Issuer may forthwith initiate action to unblock the application amount from the Investors accounts.

If such money is not repaid within the eight days after the Issuer becomes liable to repay it, then the Issuer and every

director of the Issuer who is an officer in default may, on and from such expiry of eight days, be liable to repay the

money, with interest at such rate, as prescribed under Section 73 of Companies Act, and disclosed in the Prospectus.

8.2.2 Minimum Subscription

This Issue is not restricted to any minimum subscription level. This Issue is 100% underwritten.

As per Section 39 of Companies Act, 2013 if the “stated minimum amount” has not been subscribed and the sum

payable on application is not received within a period of 30 days from the date of the Prospectus, the application

money has to be returned within such period as may be prescribed. If our company does not receive the 100%

subscription of the Issue through the Issue Document including devolvement of underwriters, if any, within sixty (60)

days from the date of closure of the issue, our company shall forthwith unblocked the entire application amount

received. If there is a delay beyond eighty days after our company becomes liable to pay the amount, our company

and every officer in default will, on and from the expiry of this period be jointly and severally liable to repay the

money, with interest or other penalty as prescribed under SEBI Regulations, the Companies Act, 2013.

The minimum number of allottees in this Issue shall be 50 shareholders. In case the minimum number of prospective

allottees is less than 50 no allotment will be made pursuant to this Issue and the amounts in the ASBA Account shall

be unblocked within 6working days of closure of the issue.

Further in accordance with Regulation 267(2) of the SEBI (ICDR) Regulations 2018, our Company shall ensure that

the minimum application size in terms of number of specified securities shall not be less than₹100000/- (Rupees One

Lakh) per application.

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The equity shares have not been and will not be registered, listed or otherwise qualified in any other jurisdiction

outside India and may not be Issued or sold, and applications may not be made by persons in any such jurisdiction,

except in compliance without the applicable laws of such jurisdiction.

8.2.3 MINIMUM NUMBER OF ALLOTTEES

The Issuer may ensure that the number of prospective allottees to whom Equity Shares may be allotted may not be

less than 50 failing which the entire application monies may be unblocked forthwith.

8.3 Mode of Unblocking of Funds

Within 6 Working Days of the Issue Closing Date, the Registrar to the Issue may give instructions to SCSBs for

unblocking the amount in ASBA Account on unsuccessful Application and also for any excess amount blocked on

Application.

8.3.1Mode of making refunds for Bidders

The Registrar to the Issue may instruct the controlling branch of the SCSB to unblock the funds in the relevant ASBA

Account for any withdrawn, rejected or unsuccessful ASBA applications or in the event of withdrawal or failure of

the Issue.

8.4 Interest in Case of Delay in Allotment

The Issuer may pay interest at the rate of 15% per annum if demat credits are not made to Bidders or instructions for

unblocking of funds in the ASBA Account are not dispatched within the 6 Working days of the Issue Closing Date.

The Issuer may pay interest at 15% per annum for any delay beyond 6 working days from the Issue Closing Date, if

Allotment is not made.

SECTION 9: GLOSSARY AND ABBREVIATIONS

Unless the context otherwise indicates or implies, certain definitions and abbreviations used in this document may

have the meaning as provided below. References to any legislation, act or regulation may be to such legislation, act

or regulation as amended from time to time.

Term Description

Allotment/ Allot/ Allotted The allotment of Equity Shares pursuant to the Issue to successful Bidders

Allottee A Bidder to whom the Equity Shares are Allotted

Allotment Advice

Note or advice or intimation of Allotment sent to the Bidders who have been allotted

Equity Shares after the Basis of Allotment has been approved by the designated Stock

Exchanges

Application

An indication to make an Issue during the Issue Period by a prospective pursuant to

submission of Bid cum Application Form or during the Anchor Investor Issue Period

by the Anchor Investors, to subscribe for or purchase the Equity Shares of the Issuer at

a price including all revisions and modifications thereto.

Bid cum Application Form The form in terms of which the Bidder should make an application for Allotment in

case of issues other than Book Built Issues, includes Fixed Price Issue

Application Supported by

Blocked Amount/

(ASBA)/ASBA

An application, whether physical or electronic, used by Bidders to make an Application

authorizing an SCSB to block the Bid Amount in the specified bank account maintained

with such SCSB

ASBA Account Account maintained with an SCSB which may be blocked by such SCSB to the extent

of the Application Amount of the ASBA Bidder

ASBA Application An Application made by an ASBA Bidder

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Bidder Prospective Bidders in the Issue who apply through ASBA

Basis of Allotment The basis on which the Equity Shares may be Allotted to successful Bidders under the

Issue

Book Running Lead

Manager / BRLM

The Book Running Lead Manager to the Issue as disclosed in the Prospectus and the

Bid cum Application Form of the Issuer.

Bid

An indication to make an Issue during the Issue Period by a prospective Bidder

pursuant to submission of Bid cum Application Form or during the Anchor Investor

Issue Period by the Anchor Investors, to subscribe for or purchase the Equity Shares of

the Issuer at a price within the Price Band, including all revisions and modifications

thereto.

Issue Closing Date

The date after which the SCSBs may not accept any application for the Issue, which

may be notified in an English national daily, a Hindi national daily and a regional

language newspaper at the place where the registered office of the Issuer is situated,

each with wide circulation. Bidders may refer to the Prospectus for the Issue Closing

Date

Issue Opening Date

The date on which the SCSBs may start accepting application for the Issue, which may

be the date notified in an English national daily, a Hindi national daily and a regional


each with wide circulation. Bidders may refer to the Prospectus for the Issue Opening

Date

Issue Period

Except in the case of Anchor Investors (if applicable), the period between the Issue

Opening Date and the Issue Closing Date inclusive of both days and during which

prospective Bidders (other than Anchor Investors) can submit their Application,

inclusive of any revisions thereof. The Issuer may consider closing the Issue Period for

QIBs one working day prior to the Issue Closing Date in accordance with the SEBI

ICDR Regulations, 2018. Bidders may refer to the Prospectus for the Issue Period

Application Amount

The value indicated in the Bid cum Application Form and payable by the Bidder upon

submission of the Application (except for Anchor Investors), less discounts (if

Applicable).


The form in terms of which the Bidder should make an Issue to subscribe for or

purchase the Equity Shares and which may be considered as the application for

Allotment for the purposes of the Red Herring Prospectus, whether applying through

the ASBA or otherwise.

Bidder

Any prospective investor (including an ASBA Bidder) who makes an Application

pursuant to the terms of the Prospectus and the Bid cum Application Form. In case of

issues undertaken through the book building process, all references to a Bidder should

be construed to mean a Bidder

Basis of Allotment The basis on which the Equity Shares may be Allotted to successful Bidders under the

Issue

Bid

An indication to make an Issue during the Issue Period by a prospective Bidder

pursuant to submission of Bid cum Application Form or during the Anchor Investor

Issue Period by the Anchor Investors, to subscribe for or purchase the Equity Shares of

the Issuer at a price within the Price Band, including all revisions and modifications

thereto.

Issue Closing Date

The date after which the SCSBs may not accept any application for the Issue, which

may be notified in an English national daily, a Hindi national daily and a regional


each with wide circulation. Bidders may refer to the Prospectus for the Issue Closing

Date

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Issue Opening Date

The date on which the SCSBs may start accepting application for the Issue, which may

be the date notified in an English national daily, a Hindi national daily and a regional


each with wide circulation. Bidders may refer to the Prospectus for the Issue Opening

Date

Issue Period

Except in the case of Anchor Investors (if applicable), the period between the Issue

Opening Date and the Issue Closing Date inclusive of both days and during which

prospective Bidders (other than Anchor Investors) can submit their Application,

inclusive of any revisions thereof. The Issuer may consider closing the Issue Period for

QIBs one working day prior to the Issue Closing Date in accordance with the SEBI

ICDR Regulations, 2018. Bidders may refer to the Prospectus for the Issue Period

Application Amount

The value indicated in the Bid cum Application Form and payable by the Bidder upon

submission of the Application (except for Anchor Investors), less discounts (if

applicable).


The form in terms of which the Bidder should make an Issue to subscribe for or

purchase the Equity Shares and which may be considered as the application for

Allotment for the purposes of the Red Herring Prospectus, whether applying through

the ASBA or otherwise.

Book Built Process/ Book

Building Process/ Book

Building Method

The book building process as provided under SEBI ICDR Regulations, 2018,

Broker Centres

Broker centres notified by the Stock Exchanges, where Bidders can submit the Bid cum

Application Form to a Registered Broker. The details of such broker centres, along

with the names and contact details of the Registered Brokers are available on the

websites of the Stock Exchanges.

Business Day Monday to Friday (except public holidays)

CAN/Confirmation

of

Allotment Note

The note or advice or intimation sent to each successful Bidder indicating the Equity

Shares which may be Allotted, after approval of Basis of Allotment by the Designated

Stock Exchange

Client ID Client Identification Number maintained with one of the Depositories in relation to

demat account

Collecting Depository

Participant or CDP

A depository participant as defined under the Depositories Act, 1996, registered with

SEBI and who is eligible to procure Applications at the Designated CDP Locations in

terms of circular no. CIR/CFD/POLICYCELL/11/2015 dated November 10, 2015

issued by SEBI

DP Depository Participant

DP ID Depository Participant’s Identification Number

Depositories National Securities Depository Limited and Central Depository Services (India)

Limited

Demographic Details Details of the Bidders including the Bidder’s address, name of the Bidder’s

father/husband, investor status, occupation and bank account details

Designated Branches

Such branches of the SCSBs which may collect the Bid cum Application Forms used

by the ASBA Bidders applying through the ASBA and a list of which is available on

http://www.sebi.gov.in/sebiweb/home/list/5/33/0/0/RecognisedIntermediaries.

Designated CDP Locations

Such locations of the CDPs where Bidder can submit the Bid cum Application Forms

to Collecting Depository Participants.


of the Collecting Depository Participants eligible to accept Bid cum Application Forms

are available on the websites of the Stock Exchange i.e. www.nseemerge.com

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Designated RTA Locations

Such locations of the RTAs where Bidder can submit the Bid cum Application Forms

to RTAs.

The details of such Designated RTA Locations, along with names and contact details

of the RTAs eligible to accept Bid cum Application Forms are available on the websites

of the Stock Exchange i.e. www.nseemerge.com

Designated Date The date on or after which funds are transferred by the SCSBs to the Public Issue

Account of the Issuer.

Designated Stock Exchange The designated stock exchange as disclosed in the Red Herring Prospectus of the

Issuer

Designated Intermediaries

/Collecting Agent

Syndicate Members, Sub-Syndicate/Agents, SCSBs, Registered Brokers, Brokers, the

CDPs and RTAs, who are authorized to collect Bid cum Application Forms from the

Bidders, in relation to the Issue

Discount Discount to the Issue Price that may be provided to Bidders in accordance with the

SEBI ICDR Regulations, 2018.

Red Herring Prospectus The Red Herring Prospectus filed with SEBI in case of Book Built Issues and which

may mention a price

Employees

Employees of an Issuer as defined under SEBI ICDR Regulations, 2018 and including,

in case of a new company, persons in the permanent and full time employment of the

promoting companies excluding the promoters and immediate relatives of the

promoter. For further details Bidder may refer to the Prospectus

Equity Shares Equity shares of the Issuer

FCNR Account Foreign Currency Non-Resident Account

First Bidder The Bidder whose name appears first in the Bid cum Application Form or Revision

Form

FII(s)

Foreign Institutional Investors as defined under the SEBI (Foreign Institutional

Investors) Regulations, 1995 and registered with SEBI under applicable laws in

India

FPIs Foreign Portfolio Investors as defined under the Securities and Exchange Board of

India (Foreign Portfolio Investors) Regulations, 2014

FPO Further public Issuing

Foreign Venture Capital

Investors or FVCIs

Foreign Venture Capital Investors as defined and registered with SEBI under the SEBI

(Foreign Venture Capital Investors) Regulations, 2000

IPO Initial public Issuing

Issue Public Issue of Equity Shares of the Issuer including the Issue for Sale if applicable

Issuer/ Company The Issuer proposing the initial public Issuing/further public Issuing as applicable

Issue Price

The final price, less discount (if applicable) at which the Equity Shares may be Allotted

in terms of the Prospectus. The Issue Price may be decided by the Issuer in consultation

with the Book Running Lead Manager (s)

Maximum RII Allottees

The maximum number of RIIs who can be allotted the minimum Application Lot. This

is computed by dividing the total number of Equity Shares available for Allotment to

RIIs by the minimum Application Lot.

MICR Magnetic Ink Character Recognition - nine-digit code as appearing on a cheque leaf

Mutual Fund A mutual fund registered with SEBI under the SEBI (Mutual Funds) Regulations, 1996

NECS National Electronic Clearing Service

NEFT National Electronic Fund Transfer

NRE Account Non-Resident External Account

NRI

NRIs from such jurisdictions outside India where it is not unlawful to make an Issue or

invitation under the Issue and in relation to whom the Prospectus constitutes an

invitation to subscribe to or purchase the Equity Shares

NRO Account Non-Resident Ordinary Account

327

Net Issue The Issue less reservation portion

Non-Institutional Investors

or NIIs

All Bidders, including sub accounts of FIIs registered with SEBI which are foreign

corporate or foreign individuals and FPIs which are Category III foreign portfolio

investors, that are not QIBs or RIBs and who have Applied for Equity Shares for an

amount of more than 200,000 (but not including NRIs other than Eligible NRIs)

Non-Institutional Category

The portion of the Issue being such number of Equity Shares available for allocation to

NIIs on a proportionate basis and as disclosed in the Prospectus and the Bid cum

Application Form

Non-Resident A person resident outside India, as defined under FEMA and includes Eligible NRIs,

FIIs, FPIs and FVCIs

OCB/Overseas Corporate

Body

A company, partnership, society or other corporate body owned directly or indirectly

to the extent of at least 60% by NRIs including overseas trusts, in which not less than

60% of beneficial interest is irrevocably held by NRIs directly or indirectly and which

was in existence on October 3, 2003 and immediately before such date had taken

benefits under the general permission granted to OCBs under FEMA

Issue for Sale Public Issue of such number of Equity Shares as disclosed in the Prospectus through

an Issue for sale by the Selling Shareholder

Other Investors

Investors other than Retail Individual Investors in a Fixed Price Issue. These include

individual Bidders other than retail individual investors and other investors including

corporate bodies or institutions irrespective of the number of specified securities

applied for.

PAN Permanent Account Number allotted under the Income Tax Act, 1961

Pricing Date The date on which the Issuer in consultation with the Book Running Lead Manager (s),

finalize the Issue Price

Prospectus

The prospectus to be filed with the RoC in accordance with Section 32 of the

Companies Act, 2013 read with section 26 of Companies Act 2013 after the Pricing

Date, containing the Issue Price, the size of the Issue and certain other information

Public Issue Account An account opened with the Banker to the Issue to receive monies from the Escrow

Account and from the ASBA Accounts on the Designated Date

QIB Category The portion of the Issue being such number of Equity Shares to be Allotted to QIBs on

a proportionate basis

Qualified Institutional

Buyers or QIBs As defined under SEBI ICDR Regulations, 2018

RTA Registrar to the Issue and Share Transfer Agent

Registered Broker Stock Brokers registered with the Stock Exchanges having nationwide terminals, other

than the members of the Syndicate

Registrar to the Issue/RTI The Registrar to the Issue as disclosed in the Prospectus and Bid cum Application Form

Reserved Category/

Categories

Categories of persons eligible for making application/bidding under reservation portion

Reservation Portion The portion of the Issue reserved for category of eligible Bidders as provided under the

SEBI ICDR Regulations, 2018

Retail Individual Investors /

RIIs Investors who applies or bids for a value of not more than 200,000.

Retail Individual

Shareholders

Shareholders of a listed Issuer who applies or bids for a value of not more than 200,000.

Retail Category

The portion of the Issue being such number of Equity Shares available for allocation to

RIIs which shall not be less than the minimum bid lot, subject to availability in RII

category and the remaining shares to be allotted on proportionate basis.

328

Revision Form

The form used by the Bidder in an issue through Book Building process to modify the

quantity of Equity Shares and/or bid price indicates therein in any of their Bid cum

Application Forms or any previous Revision Form(s)

RoC The Registrar of Companies

SEBI The Securities and Exchange Board of India constituted under the Securities and

Exchange Board of India Act, 1992

SEBI ICDR Regulations,

2018

The Securities and Exchange Board of India (Issue of Capital and Disclosure


Self-Certified Syndicate

Bank(s) or SCSB(s)

A bank registered with SEBI, which Issues the facility of ASBA and a list of which is

available on http://www.sebi.gov.in/cms/sebi_data/attachdocs/1316087201341.html

Specified Locations Refer to definition of Broker Centers

Stock Exchanges/ SE The stock exchanges as disclosed in the Prospectus of the Issuer where the Equity

Shares Allotted pursuant to the Issue are proposed to be listed

Syndicate The Book Running Lead Manager (s) and the Syndicate Member

Syndicate Agreement The agreement to be entered into among the Issuer, and the Syndicate in relation to

collection of the Bids in this Issue (excluding Application from ASBA Bidders)

Syndicate Member(s)/SM The Syndicate Member(s) as disclosed in the Prospectus

Underwriters The Book Running Lead Manager (s)

Underwriting Agreement The agreement dated [●] entered into between the Underwriters and our company.

Working Day

Any day, other than 2nd and 4th Saturday of the month, Sundays or public holidays,

on which commercial banks in India are open for business, provided however, with

reference to announcement Issue Period, “Working Days” shall mean all days,

excluding Saturdays, Sundays and public holidays, which are working days for

commercial banks in India.

329

RESTRICTION ON FOREIGN OWNERSHIP OF INDIAN SECURITIES

Foreign investment in Indian securities is regulated through the Industrial Policy, 1991 of the Government of India

and FEMA. While the Industrial Policy, 1991 prescribes the limits and the conditions subject to which foreign

investment can be made in different sectors of the Indian economy, FEMA regulates the precise manner in which

such investment may be made. Under the Industrial Policy, unless specifically restricted, foreign investment is

freely permitted in all sectors of Indian economy up to any extent and without any prior approvals, but the foreign

investor is required to follow certain prescribed procedures for making such investment. Foreign investment is

allowed up to100% under automatic route in our Company.

India’s current Foreign Direct Investment (“FDI”) Policy issued by the Department of Industrial Policy and

Promotion, Ministry of Commerce and Industry, GOI (“DIPP”) by circular of 2015, with effect from May 12,

2015 (“Circular of 2015”), consolidates and supersedes all previous press notes, press releases and clarifications

on FDI issued by the DIPP. The Government usually updates the consolidated circular on FDI Policy once every

Year and therefore, Circular of 2015 will be valid until the DIPP issues an updated circular.

The transfer of shares by an Indian resident to a Non-Resident does not require the prior approval of the FIPB or

the RBI, provided that (i) the activities of the investee company are under the automatic route under the

Consolidated FDI Policy and transfer does not attract the provisions of the SEBI (Substantial Acquisition of Shares

and Takeovers) Regulations, 2011; (ii) the non-resident shareholding is within the sectoral limits under the

Consolidated FDI Policy; and (iii) the pricing is in accordance with the guidelines prescribed by SEBI/RBI. Further,

in terms of the Consolidated FDI Policy, prior approval of the RBI shall not be required for transfer of shares

between an Indian resident and person not resident in India if conditions specified in the Consolidated FDI Policy

have been met. The transfer of shares of an Indian company by a person resident outside India to an Indian resident,

where pricing guidelines specified by RBI under the foreign exchange regulations in India are not met, will not

require approval of the RBI, provided that (i) the original and resultant investment is in line with Consolidated FDI

policy and applicable foreign exchange regulations pertaining to inter alia sectoral caps and reporting requirements;

(ii) the pricing is in compliance with applicable regulations or guidelines issued by SEBI.

As per the existing policy of the Government of India, OCBs cannot participate in this Issue.

The Equity Shares have not been and will not be registered, listed or otherwise qualified in any other

jurisdiction outside India and may not be offered or sold, and Applications may not be made by persons in

any such jurisdiction, except in compliance with the applicable laws of such jurisdiction, except in compliance

with the applicable laws of such jurisdiction.

The above information is given for the benefit of the Applicants. Our Company and the BRLM are not liable

for any amendments or modification or changes in applicable laws or regulations, which may occur after the

date of this Draft Red Herring Prospectus. Applicants are advised to make their independent investigations

and ensure that the Applications are not in violation of laws or regulations applicable to them.

330

SECTION VIII MAIN PROVISION OF ARTICLES OF ASSOCIATION

The following regulations comprised in these Articles of Association were adopted pursuant to members resolution

passed at the Extra Ordinary General Meeting of the Company held on 19th day of July 2018, in substitution for, and

to the entire exclusion of, the earlier regulations comprised on the extant Articles of Association of the Company.

TABLE ‘F’ EXCLUDED

1. (1) The regulations contained in the Table marked ‘F’ in Schedule I to

the Companies Act, 2013 shall not apply to the Company, except in

so far as the same are repeated, contained or expressly made

applicable in these Articles or by the said Act.

TABLE ‘F’ EXCLUDED

(2) The regulations for the management of the Company and for the

observance by the members thereto and their representatives, shall,

subject to any exercise of the statutory powers of the Company with

reference to the deletion or alteration of or addition to its regulations

by resolution as prescribed or permitted by the Companies Act,

2013, be such as are contained in these Articles.

Company to governed by

Articles

Interpretation

2 (1) In these Articles:

(a) “Act” means the Companies Act, 2013 or any statutory

modification or re-enactment thereof for the time being in force

and the term shall be deemed to refer to the applicable section

thereof which is relatable to the relevant Article in which the

said term appears in these Articles and any previous company

law, so far as may be applicable.

(b) “Articles” means these articles of association of the Company

or as altered from time to time.

(c) “Board of Directors” or “Board”, means the collective body of

the directors of the Company.

(d) Company” means “Novus Green Energy Systems Limited”

(e) “Rules” means the applicable rules for the time being in force

as prescribed under relevant sections of the Act.

(f) “seal” means the common seal of the Company.

“Act”

“Articles”

“Board of Directors” or

“Board”

“Company”

“Rules”

“Seal”

Number and Gender (2) Words importing the singular number shall include the plural number

and words importing the masculine gender shall, where the context

admits, include the feminine and neuter gender.

Expressions in the Articles to

bear the same meaning as

in the Act

(3) Unless the context otherwise requires, words or

expressions contained in these Articles shall bear the

same meaning as in the Act or the Rules, as the

case may be

331

Share capital and variation of rights

Shares under control of

Board

3 Subject to the provisions of the Act and these Articles, the shares in

the capital of the Company shall be under the control of the Board

who may issue, allot or otherwise dispose of the same or any of them

to such persons, in such proportion and on such terms and conditions

and either at a premium or at par and at such time as they may from

time to time think fit.

Directors may allot shares

otherwise than for cash

4 Subject to the provisions of the Act and these Articles, the Board may

issue and allot shares in the capital of the Company on payment or

part payment for any property or assets of any kind whatsoever sold

or transferred, goods or machinery supplied or for services rendered

to the Company in the conduct of its business and any shares which

may be so allotted may be issued as fully paid-up or partly paid-up

otherwise than for cash, and if so issued, shall be deemed to be fully

paid-up or partly paid-up shares, as the case may be.

Kinds of Share Capital

5 The Company may issue the following kinds of shares in accordance

with these Articles, the Act, the Rules and other applicable laws:

(a) Equity share capital:

(i) with voting rights; and / or

(ii) with differential rights as to dividend, voting or otherwise in

accordance with the Rules; and

(b) Preference share capital

Issue of certificate

6 (1) Every person whose name is entered as a member in the register of

members shall be entitled to receive within two months after

allotment or within one month from the date of receipt by the

Company of the application for the registration of transfer or

transmission or within such other period as the conditions of issue

shall provide -

(a) one certificate for all his shares without payment of any charges;

or

(b) several certificates, each for one or more of his shares, upon

payment of such charges as may be fixed by the Board for each

certificate after the first.

(2) Every certificate shall be under the seal and shall specify the shares

to which it relates and the amount paid-up thereon

Certificate to bear

Seal

(3) In respect of any share or shares held jointly by several persons, the

Company shall not be bound to issue more than one certificate, and

delivery of a certificate for a share to one of several joint holders

shall be sufficient delivery to all such holders.

One certificate for

shares held jointly

7 A person subscribing to shares offered by the Company shall have

the option either to receive certificates for such shares or hold the

shares in a dematerialised state with a depository. Where a person

opts to hold any share with the depository, the Company shall

intimate such depository the details of allotment of the share to

enable the depository to enter in its records the name of such person

as the beneficial owner of that share.

Option to receive

share certificate or

hold shares with

depository

8 If any share certificate be worn out, defaced, mutilated or torn or if

there be no further space on the back for endorsement of transfer,

then upon production and Surrender thereof to the Company, a new

certificate may be issued in lieu thereof, and if any certificate is lost

or destroyed then upon proof thereof to the satisfaction of the

Company and on execution of such indemnity as the Board deems

adequate, a new certificate in lieu thereof shall be given. Every

certificate under this Article shall be issued on payment of fees for

each certificate as may be fixed by the Board.

Issue of new certificate in

place

of one defaced, lost or

destroyed

9 The provisions of the foregoing Articles relating to issue of

certificates shall mutatis mutandis apply to issue of certificates for

any other securities including debentures (except where the Act

otherwise requires) of the Company.

Provisions as to

issue of certificates

to apply mutatis

mutandis to

332

debentures, etc.

10 (1) The Company may exercise the powers of paying commissions

conferred by the Act, to any person in connection with the

subscription to its securities, provided that the rate per cent or the

amount of the commission paid or agreed to be paid shall be

disclosed in the manner required by the Act and the Rules.

Power to pay commission

in connection with

securities issued

(2) The rate or amount of the commission shall not exceed the rate or

amount prescribed in the Rules.

Rate of commission in

accordance with

Rules

(3) The commission may be satisfied by the payment of cash or the

allotment of fully or partly paid shares or partly in the one way and

partly in the other.

Mode of payment

of commission

Variation of

members’ rights

11 (1) If at any time the share capital is divided into different classes of shares,

the rights attached to any class (unless otherwise provided by the terms

of issue of the shares of that class) may, subject to the provisions of the

Act, and whether or not the Company is being wound up, be varied with

the consent in writing, of such number of the holders of the issued shares

of that class, or with the sanction of a resolution passed at a separate

meeting of the holders of the shares of that class, as prescribed by the

Act.

Provisions as to

General meetings to

apply mutatis

mutandis to each

meeting

(2) To every such separate meeting, the provisions of these Articles relating

to general meetings shall mutatis mutandis apply.

Issue of further

shares not to affect

rights of existing

members

12 The rights conferred upon the holders of the shares of any class issued

with preferred or other rights shall not, unless otherwise expressly

provided by the terms of issue of the shares of that class, be deemed to

be varied by the creation or issue of further shares ranking paripassu

therewith.

Power to issue

redeemable

preference shares

13 Subject to the provisions of the Act, the Board shall have the power to

issue or re-issue preference shares of one or more classes which are

liable to be redeemed, or converted to equity shares, on such terms and

conditions and in such manner as determined by the Board in accordance

with the Act.

Further issue of

share capital

14 (1) The Board or the Company, as the case may be, may, in accordance

with the Act and the Rules, issue further shares

to -

(a) persons who, at the date of offer, are holders of equity shares of the

Company; such offer shall be deemed to include a right exercisable by

the person concerned to renounce the shares offered to him or any of

them in favour of any other person; or

(b) employees under any scheme of employees’ stock

option; or

(c) any persons, whether or not those persons include the persons

referred to in clause (a) or clause (b) above.

Mode of further

issue of shares

(2)

A further issue of shares may be made in any manner whatsoever as the

Board may determine including by way of preferential offer or private

placement, subject to and in accordance with the Act and the Rules.

Lien

15 (1) The Company shall have a first and paramount lien -

(a) on every share (not being a fully paid share), for all monies

(whether presently payable or not) called, or payable at a fixed time, in

respect of that share; and (b) on all shares (not being fully paid shares)

standing registered in the name of a member, for all monies presently

Company’s lien

on

Shares

333

payable by him or his estate to the Company: Provided that the Board

may at any time declare any share to be wholly or in part exempt from

the provisions of this clause.

(2) The Company’s lien, if any, on a share shall extend to all dividends or

interest, as the case may be, payable and bonuses declared from time

to time in respect of such shares for any money owing to the Company.

Lien to extend to

dividends, etc.

(3) Unless otherwise agreed by the Board, the registration of a transfer of

shares shall operate as a waiver of the Company’s lien.

Waiver of lien in

case of

registration

16 The Company may sell, in such manner as the Board thinks fit, any

shares on which the Company has a lien:

Provided that no sale shall be made—

(a) unless a sum in respect of which the lien exists is presently payable;

or

(b) until the expiration of fourteen days after a notice in writing stating

and demanding payment of such part of the amount in respect of which

the lien exists as is presently payable, has been given to the registered

holder for the time being of the share or to the person entitled thereto

by reason of his death or insolvency or otherwise.

As to enforcing

lien by sale

17 (1) To give effect to any such sale, the Board may authorise some person

to transfer the shares sold to the purchaser thereof.

Validity of sale

(2) The purchaser shall be registered as the holder of the shares comprised

in any such transfer.

Purchaser to be

registered holder

(3) The receipt of the Company for the consideration (if any) given for the

share on the sale thereof shall (subject, if necessary, to execution of an

instrument of transfer or a transfer by relevant system, as the case may

be) constitute a good title to the share and the purchaser shall be

registered as the holder of the share.

Validity of

Company’s

receipt

(4) The purchaser shall not be bound to see to the application of the

purchase money, nor shall his title to the shares be affected by any

irregularity or invalidity in the proceedings with reference to the sale.

Purchaser not

affected

Application of

proceeds of sale

18 (1) The proceeds of the sale shall be received by the Company and applied in

payment of such part of the amount in respect of which the lien exists as is

presently payable.

Payment of

residual money

(2) The residue, if any, shall, subject to a like lien for sums not

presently payable as existed upon the shares before the sale, be paid to the

person entitled to the shares at the date of the sale

Outsider’s lien

not to affect

Company’s lien

19 In exercising its lien, the Company shall be entitled to treat the registered

holder of any share as the absolute owner thereof and accordingly shall not

(except as ordered by a court of competent jurisdiction or unless required by

any statute) be bound to recognise any equitable or other claim to, or interest

in, such share on the part of any other person, whether a creditor of the

registered holder or otherwise. The Company’s lien shall prevail

notwithstanding that it has received notice of any such claim.

Provisions as

to lien to apply

mutatis mutandis to

debentures, etc.

20 The provisions of these Articles relating to lien shall mutatis mutandis apply

to any other securities including debentures of the Company.

Calls on shares

Board may make

calls

21 (1) The Board may, from time to time, make calls upon the members in respect

of any monies unpaid on their shares (whether on account of the nominal

value of the shares or by way of premium) and not by the conditions of

allotment thereof made payable at fixed times.

Notice of call (2) Each member shall, subject to receiving at least fourteen days’ notice

specifying the time or times and place of payment, pay to the Company, at

the time or times and place so specified, the amount called on his shares.

334

Board may extend

time for payment

(3) The Board may, from time to time, at its discretion, extend the time fixed for

the payment of any call in respect of one or more members as the Board may

deem appropriate in any circumstances.

Revocation or

postponement of

call

(4) A call may be revoked or postponed at the discretion of the Board.

Call to take effect

from date of

resolution

22 A call shall be deemed to have been made at the time when the resolution of

the Board authorising the call was passed and may be required to be paid by

instalments.

Liability of joint

holders of shares

23 The joint holders of a share shall be jointly and severally liable to pay all calls

in respect thereof.

24 (1) If a sum called in respect of a share is not paid before or on the day appointed for

payment thereof (the “due date”), the person from whom the sum is due shall pay

interest thereon from the due date to the time of actual payment at such rate as

may be fixed by the Board.

When interest

on

call or

instalment

payable

(2) The Board shall be at liberty to waive payment of any such interest wholly or in

part

Board may

waive

Interest

25 (1) Any sum which by the terms of issue of a share becomes payable on allotment

or at any fixed date, whether on account of the nominal value of the share or by

way of premium, shall, for the purposes of these Articles, be deemed to be a call

duly made and payable on the date on which by the terms of issue such sum

becomes payable.

Sums deemed to

be calls

(2) In case of non-payment of such sum, all the relevant provisions of these Articles

as to payment of interest and expenses, forfeiture or otherwise shall apply as if

such sum had become payable by virtue of a call duly made and notified.

Effect of non-

payment of sums

26 The Board -

(a) may, if it thinks fit, receive from any member willing to advance the

same, all or any part of the monies uncalled and unpaid upon any shares

held by him; and

(b) upon all or any of the monies so advanced, may (until the same would,

but for such advance, become presently payable) pay interest at such

rate as may be fixed by the Board. Nothing contained in this clause shall

confer on the member (a) any right to participate in profits or dividends

or (b) any voting rights in respect of the moneys so paid by him until

the same would, but for such payment, become presently payable by

him.

Payment in

anticipation of

calls may carry

interest

27 If by the conditions of allotment of any shares, the whole or part of the amount

of issue price thereof shall be payable by instalments, then every such instalment

shall, when due, be paid to the Company by the person who, for the time being

and from time to time, is or shall be the registered holder of the share or the legal

representative of a deceased registered holder.

Instalments on

shares to be duly

paid

28 All calls shall be made on a uniform basis on all shares falling under the same

class.

Explanation: Shares of the same nominal value on which different amounts have

been paid-up shall not be deemed to fall under the same class.

Calls on shares

of

same class to be

on uniform basis

29 Neither a judgment nor a decree in favour of the Company for calls or other

moneys due in respect of any shares nor any part payment or satisfaction thereof

nor the receipt by the Company of a portion of any money which shall from time

to time be due from any member in respect of any shares either by way of

principal or interest nor any indulgence granted by the Company in respect of

payment of any such money shall preclude the forfeiture of such shares as herein

provided.

Partial payment

not to preclude

forfeiture

Provisions as to

calls to apply

30 The provisions of these Articles relating to calls shall mutatis mutandis apply

to any other securities including Debentures of the Company.

335

mutatis mutandis to

debentures, etc.

Instrument of

transfer to be

executed by

transferor and

transferee

31 (1) The instrument of transfer of any share in the Company shall be duly

executed by or on behalf of both the transferor and transferee.

(2) The transferor shall be deemed to remain a holder of the share until the name

of the transferee is entered in the register of members in respect thereof.

Board may refuse

to register transfer

32 The Board may, subject to the right of appeal conferred by the Act decline to

register -

(a) the transfer of a share, not being a fully paid share, to a person of whom

they do not approve; or

(b) any transfer of shares on which the Company has a lien.

Board may decline

to recognise

instrument of

transfer

33 In case of shares held in physical form, the Board may decline to recognise

any instrument of transfer unless -

(a) the instrument of transfer is duly executed and is in the form as prescribed

in the Rules made under the Act;

(b) the instrument of transfer is accompanied by the certificate of the shares

to which it relates, and such other evidence as the Board may reasonably

require to show the right of the transferor to make the transfer; and

(c) the instrument of transfer is in respect of only one class of shares.

Transfer of shares

when suspended

34 On giving of previous notice of at least seven days or such lesser period in

accordance with the Act and Rules made thereunder, the registration of

transfers may be suspended at such times and for such periods as the Board

may from time to time determine:

Provided that such registration shall not be suspended for more than thirty

days at any one time or for more than forty-five days in the aggregate in any

year.

Provisions as to

transfer of shares

to apply mutatis

mutandis to

debentures, etc.

35 The provisions of these Articles relating to transfer of shares shall mutatis

mutandis apply to any other securities including debentures of the Company.

Transmission of shares

36 (1) On the death of a member, the survivor or survivors where the member was a

joint holder, and his nominee or nominees or legal representatives where he was

a sole holder, shall be the only persons recognised by the Company as having any

title to his interest in the shares.

Title to shares on

death of a

member

(2) Nothing in clause (1) shall release the estate of a deceased joint holder from any

liability in respect of any share which had been jointly held by him with other

persons.

Estate of

deceased

member liable

37 (1) Any person becoming entitled to a share in consequence of the death or

insolvency of a member may, upon such evidence being produced as may from

time to time properly be required by the Board and subject as hereinafter

provided, elect, either -

(a) to be registered himself as holder of the share; or

(b) to make such transfer of the share as the deceased or insolvent member could

have made.

Transmission

Clause

(2) The Board shall, in either case, have the same right to decline or suspend

registration as it would have had, if the deceased or insolvent member had

transferred the share before his death or insolvency.

Board’s right

unaffected

(3) The Company shall be fully indemnified by such person from all liability, if any,

by actions taken by the Board to give effect to such registration or transfer.

Indemnity to the

Company

38 (1) If the person so becoming entitled shall elect to be registered as holder of the

share himself, he shall deliver or send to the Company a notice in writing signed

by him stating that he so elects.

Right to election

of

holder of share

336

(2) If the person aforesaid shall elect to transfer the share, he shall testify his election

by executing a transfer of the share.

Manner of

testifying

election

(3) All the limitations, restrictions and provisions of these regulations relating to the

right to transfer and the registration of transfers of shares shall be applicable to

any such notice or transfer as aforesaid as if the death or insolvency of the

member had not occurred and the notice or transfer were a transfer signed by that

member.

Limitations

applicable to

notice

39 A person becoming entitled to a share by reason of the death or insolvency of the

holder shall be entitled to the same dividends and other advantages to which he

would be entitled if he were the registered holder of the share, except that he shall

not, before being registered as a member in respect of the share, be entitled in

respect of it to exercise any right conferred by membership in relation to meetings

of the Company:

Provided that the Board may, at any time, give notice requiring any such person

to elect either to be registered himself or to transfer the share, and if the notice is

not complied with within ninety days, the Board may thereafter withhold payment

of all dividends, bonuses or other monies payable in respect of the share, until the

requirements of the notice have been complied with.

Claimant to be

entitled to same

advantage

Provisions as to

transmission to

apply mutatis

mutandis to

debentures, etc.

40 The provisions of these Articles relating to transmission by operation of

law shall mutatis mutandis apply to any other Securities including

debentures of the Company.

Forfeiture of Shares

If call or

instalment not

paid notice must

be given

41 If a member fails to pay any call, or instalment of a call or any money due in

respect of any share, on the day appointed for payment thereof, the Board

may, at any time thereafter during such time as any part of the call or

instalment remains unpaid or a judgement or decree in respect thereof

remains unsatisfied in whole or in part, serve a notice on him requiring

payment of so much of the call or instalment or other money as is unpaid,

together with any interest which may have accrued and all expenses that may

have been incurred by the Company by reason of non-payment.

Form of notice 42 The notice aforesaid shall:

(a) name a further day (not being earlier than the expiry of fourteen days from

the date of service of the notice) on or before which the payment required by

the notice is to be made; and

(b) state that, in the event of non-payment on or before the day so named, the

shares in respect of which the call was made shall be liable to be forfeited.

In default of

payment of shares

to be forfeited

43 If the requirements of any such notice as aforesaid are not complied with, any

share in respect of which the notice has been given may, at any time

thereafter, before the payment required by the notice has been made, be

forfeited by a resolution of the Board to that effect.

Receipt of part

amount or grant of

indulgence not to

affect forfeiture

44 Neither the receipt by the Company for a portion of any money which may

from time to time be due from any member in respect of his shares, nor any

indulgence that may be granted by the Company in respect of payment of any

such money, shall preclude the Company from thereafter proceeding to

enforce a forfeiture in respect of such shares as herein provided. Such

forfeiture shall include all dividends declared or any other moneys payable

in respect of the forfeited shares and not actually paid before the forfeiture.

Entry of forfeiture

in register of

members

45 When any share shall have been so forfeited, notice of the forfeiture shall be

given to the defaulting member and an entry of the forfeiture with the date

thereof, shall forthwith be made in the register of members but no forfeiture

shall be invalidated by any omission or neglect or any failure to give such

notice or make such entry as aforesaid.

337

46 The forfeiture of a share shall involve extinction at the time of forfeiture, of all

interest in and all claims and demands against the Company, in respect of the

share and all other rights incidental to the share.

Effect of

forfeiture

47 (1) 1) A forfeited share shall be deemed to be the property of the Company and may

be sold or re-allotted or otherwise disposed of either to the person who was before

such forfeiture the holder thereof or entitled thereto or to any other person on such

terms and in such manner as the Board thinks fit. Forfeited shares may be sold,

etc.

Forfeited shares

may be sold, etc.

(2) At any time before a sale, re-allotment or disposal as aforesaid, the Board may

cancel the forfeiture on such terms as it thinks fit.

Cancellation of

Forfeiture

48 (1) A person whose shares have been forfeited shall cease to be a member in respect

of the forfeited shares, but shall, notwithstanding the forfeiture, remain liable to

pay, and shall pay, to the Company all monies which, at the date of forfeiture,

were presently payable by him to the Company in respect of the shares.

Members still

liable to pay

money owing

at the time of

forfeiture

(2) All such monies payable shall be paid together with interest thereon at such rate

as the Board may determine, from the time of forfeiture until payment or

realisation. The Board may, if it thinks fit, but without being under any

obligation to do so, enforce the payment of the whole or any portion of the monies

due, without any allowance for the value of the shares at the time of forfeiture or

waive payment in whole or in part.

Member still

liable

to pay money

owing at time of

forfeiture and

interest

(3) The liability of such person shall cease if and when the Company shall have

received payment in full of all such monies in respect of the shares.

Ceaser of

liability

49 (1) A duly verified declaration in writing that the declarant is director, the manager

or the secretary of the Company, and that a share in the Company has been duly

forfeited on a date stated in the declaration, shall be conclusive evidence of the

facts therein stated as against all persons claiming to be entitled to the share;

Certificate of

Forfeiture

(2) The Company may receive the consideration, if any, given for the share on any

sale, re-allotment or disposal thereof and may execute a transfer of the share in

favour of the person to whom the share is sold or disposed of;

Title of

purchaser

and transferee of

forfeited shares

(3) The transferee shall thereupon be registered as the holder of the share; and Transferee to

be registered as

holder

(4) The transferee shall not be bound to see to the application the purchase money, if

any, nor shall his title to the share be affected by any irregularity or invalidity in

the proceedings in reference to the forfeiture, sale, re-allotment or disposal of the

share.

Transferee not

affected

Validity of sales 50 Upon any sale after forfeiture or for enforcing a lien in exercise of the

powers hereinabove given, the Board may, if necessary, appoint some

person to execute an instrument for transfer of the shares sold and cause

the purchaser’s name to be entered in the register of members in respect

of the shares sold and after his name has been entered in the register of

members in respect of such shares the validity of the sale shall not be

impeached by any person.

Cancellation of

share certificate in respect

of forfeited

shares

51 Upon any sale, re-allotment or other disposal under the provisions of the

preceding Articles, the certificate(s), if any, originally issued in respect of

the relative shares shall (unless the same shall on demand by the Company

has been previously surrendered to it by the defaulting member) stand

cancelled and become null and void and be of no effect, and the Board

shall be entitled to issue a duplicate certificate(s) in respect of the said

shares to the person(s) entitled thereto.

Surrender of share

certificates

52 The Board may, subject to the provisions of the Act, accept a surrender of

any share from or by any member desirous of surrendering them on such

terms as they think fit.

338

Sums deemed to be calls 53 The provisions of these Articles as to forfeiture shall apply in the case of

non-payment of any sum which, by the terms of issue of a share, becomes

payable at a fixed time, whether on account of the nominal value of the

share or by way of premium, as if the same had been payable by virtue of

a call duly made and notified

Provisions as to

forfeiture of shares to

apply mutatis

mutandis to

debentures, etc.

54 The provisions of these Articles relating to forfeiture of shares shall

mutatis mutandis apply to any other securities including debentures of the

Company.

Alteration of capital

Power to alter

share capital

55 Subject to the provisions of the Act, the Company may, by

ordinary resolution -

(a) increase the share capital by such sum, to be divided into shares of

such amount as it thinks expedient;

(b) consolidate and divide all or any of its share capital into shares of

larger amount than its existing shares: Provided that any consolidation

and division which results in changes in the voting percentage of

members shall require applicable approvals under the Act;

(c) convert all or any of its fully paid-up shares into stock, and reconvert

that stock into fully paid-up shares of any denomination;

(d) sub-divide its existing shares or any of them into shares of smaller

amount than is fixed by the memorandum;

(e) cancel any shares which, at the date of the passing of the resolution,

have not been taken or agreed to be taken by any person.

56

(a)

Where shares are converted into stock: the holders of stock may transfer the same

or any part thereof in the same manner as, and subject to the same Articles under

which, the shares from which the stock arose might before the conversion have

been transferred, or as near thereto as circumstances admit:

Provided that the Board may, from time to time, fix the minimum amount of

stock transferable, so, however, that such minimum shall not exceed the nominal

amount of the shares from which the stock arose;

Shares may be

converted into

stock

(b) the holders of stock shall, according to the amount of stock held by them, have

the same rights, privileges and advantages as regards dividends, voting at

meetings of the Company, and other matters, as if they held the shares from

which the stock arose; but no such privilege or advantage (except participation

in the dividends and profits of the Company and in the assets on winding up)

shall be conferred by an amount of stock which would not, if existing in shares,

have conferred that privilege or advantage;

Right of

stockholders

(c) such of these Articles of the Company as are applicable to paid-up shares shall

apply to stock and the words “share” and “shareholder”/ “member” shall include

“stock” and “stock-holder” respectively.

57 The Company may, by resolution as prescribed by the Act, reduce in any manner

and in accordance with the provisions

of the Act and the Rules, —

(a) its share capital; and/or

(b) any capital redemption reserve account; and/or

(c) any securities premium account; and/or

(d) any other reserve in the nature of share capital.

Reduction of

capital

Joint Holders

58 Where two or more persons are registered as joint holders (not more than three)

of any share, they shall be deemed (so far as the Company is concerned) to hold

the same as joint tenants with benefits of survivorship, subject to the following

and other provisions contained in these Articles:

Joint-holders

339

(a) The joint-holders of any share shall be liable severally as well as jointly for and

in respect of all calls or instalments and other payments which ought to be made

in respect of such share.

Liability of Joint

holders

(b) On the death of any one or more of such joint-holders, the survivor or survivors

shall be the only person or persons recognized by the Company as having any

title to the share but the Directors may require such evidence of death as they

may deem fit, and nothing herein contained shall be taken to release the estate of

a deceased joint-holder from any liability on shares

held by him jointly with any other person.

Death of one or

more joint-

holders

(c) Any one of such joint holders may give effectual receipts of any dividends,

interests or other moneys payable in respect of such share.

Receipt of one

Sufficient

Delivery of

certificate and

giving of notice to first

named holder

(d) Only the person whose name stands first in the register of members as one of

the joint-holders of any share shall be entitled to the delivery of certificate, if

any, relating to such share or to receive notice (which term shall be deemed

to include all relevant documents) and any notice served on or sent to such

person shall be deemed service on all the joint-holders.

Vote of joint holders

Executors or

administrators as joint

holders

(e)

(i) Any one of two or more joint-holders may vote at any meeting either

personally or by attorney or by proxy in respect of such shares as if he were

solely entitled thereto and if more than one of such joint holders be present

at any meeting personally or by proxy or by attorney then that one of such

persons so present whose name stands first or higher (as the case may be) on

the register in respect of such shares shall alone be entitled to vote in respect

thereof.

ii) Several executors or administrators of a deceased member in whose

(deceased member) sole name any share stands, shall for the purpose of this

clause be deemed joint-holders.

Provisions as to joint

holders as

to shares to apply

mutatis mutandis to

debentures, etc.

(f) The provisions of these Articles relating to joint holders of shares shall

mutatis mutandis apply to any other securities including debentures of the

Company registered in joint names.

Capitalisation of profits

Capitalisation 59 (1) The Company by ordinary resolution in general meeting may, upon the

recommendation of the Board, resolve —

(a) that it is desirable to capitalise any part of the amount for the time being

standing to the credit of any of the Company’s reserve accounts, or to the

credit of the profit and loss account, or otherwise available for distribution;

and

(b) that such sum be accordingly set free for distribution in the manner

specified in clause (2) below amongst the members who would have been

entitled thereto, if distributed by way of dividend and in the same proportions.

Sum how applied (2) The sum aforesaid shall not be paid in cash but shall be applied, subject to

the provision contained in clause (3) below, either in or towards:

(A) paying up any amounts for the time being unpaid on any shares held by

such members respectively;

(B) paying up in full, unissued shares or other securities of the Company to

be allotted and distributed, credited as fully paid-up, to and amongst such

members in the proportions aforesaid;

(C) partly in the way specified in sub-clause (A) and partly in that specified

in sub-clause (B).

(3) A securities premium account and a capital redemption reserve account or

any other permissible reserve account may, for the purposes of this Article,

be applied in the paying up of unissued shares to be issued to members of the

Company as fully paid bonus shares;

340

(4) The Board shall give effect to the resolution passed by the Company in

pursuance of this Article.

60 (1) Whenever such a resolution as aforesaid shall have been passed, the Board shall

-

(a) make all appropriations and applications of the amounts resolved to be

capitalised thereby, and all allotments and issues of fully paid shares or other

securities, if any; and

(b) generally, do all acts and things required to give effect thereto

Powers of the

Board

for capitalisation

(2) The Board shall have power—

(a) to make such provisions, by the issue of fractional certificates/coupons or by

payment in cash or otherwise as it thinks fit, for the case of shares or other

securities becoming distributable in fractions; and

(b) to authorise any person to enter, on behalf of all the members entitled thereto,

into an agreement with the Company providing for the allotment to them

respectively,

credited as fully paid-up, of any further shares or other securities to which they

may be entitled upon such capitalisation, or as the case may require, for the

payment by the Company on their behalf, by the application thereto of their

respective proportions of profits resolved to be capitalised, of the amount or any

part of the amounts remaining unpaid on their existing shares.

Board’s power to

issue fractional

certificate/coupon

etc.

(3) Any agreement made under such authority shall be effective and binding on

such members

Agreement

binding

on members

Buy Back of Shares

61 Notwithstanding anything contained in these Articles but subject to all applicable

provisions of the Act or any other law for the time being in force, the Company may

purchase its own shares or other specified securities.

Buy Back of

Shares

General meetings

62 All general meetings other than annual general meeting shall be called

extraordinary general meeting.

Extraordinary

general meeting

63 The Board may, whenever it thinks fit, call an extraordinary general meeting. Powers of Board

to

call extraordinary

general meeting

Proceedings at general meetings

64 (1) No business shall be transacted at any general meeting unless a quorum of

members is present at the time when the meeting proceeds to business.

Presence of

Quorum

(2) No business shall be discussed or transacted at any general meeting except

election of Chairperson whilst the chair is vacant.

Business confined

to election of

Chairperson whilst

chair vacant

(3) The quorum for a general meeting shall be as provided in the Act. Quorum for

general meeting

Chairperson of the

meetings

65 The Chairperson of the Company shall preside as Chairperson at every

general meeting of the Company.

341

Directors to elect a

Chairperson

66 If there is no such Chairperson, or if he is not present within fifteen minutes

after the time appointed for holding the meeting or is unwilling to act as

chairperson of the meeting, the directors present shall elect one of their

members to be Chairperson of the meeting.

Members to elect a

Chairperson

67 If at any meeting no director is willing to act as Chairperson or if no director

is present within fifteen minutes after the time appointed for holding the

meeting, the members present shall, by poll or electronically, choose one of

their members to be Chairperson of the meeting.

Casting vote of

Chairperson at

general meeting

68 On any business at any general meeting, in case of an equality of votes,

whether on a show of hands or electronically or on a poll, the Chairperson

shall have a second or casting vote.

Minutes of

proceedings of

meetings and

resolutions passed

by postal ballot

69 (1) The Company shall cause minutes of the proceedings of every general

meeting of any class of members or creditors and every resolution passed

by postal ballot to be prepared and signed in such manner as may be

prescribed by the Rules and kept by making within thirty days of the

conclusion of every such meeting concerned or passing of resolution by

postal ballot entries thereof in books kept for that purpose with their pages

consecutively numbered.

Certain matters

not to be included

in Minutes

(2) There shall not be included in the minutes any matter which, in the opinion

of the Chairperson of the meeting -

(a) is, or could reasonably be regarded, as defamatory of any person; or

(b) is irrelevant or immaterial to the proceedings; or

(c) is detrimental to the interests of the Company.

Discretion of

Chairperson in

relation to Minutes

(3) The Chairperson shall exercise an absolute discretion in regard to the

inclusion or non-inclusion of any matter in the minutes on the grounds

specified in the aforesaid clause.

Minutes to be

evidence

(4) The minutes of the meeting kept in accordance with the provisions of the

Act shall be evidence of the proceedings recorded therein.

Inspection of

minute books of

general meeting

70 (1) The books containing the minutes of the proceedings of any general meeting

of the Company or a resolution passed by postal ballot shall:

(a) be kept at the registered office of the Company; and

(b) be open to inspection of any member without charge, during 11.00 a.m.

to 1.00 p.m. on all working days other than Saturdays.

70 (2) Any member shall be entitled to be furnished, within the time prescribed by the

Act, after he has made a request in writing in that behalf to the Company and on

payment of such fees as may be fixed by the Board, with a copy of any minutes

referred to in clause (1) above: Provided that a member who has made a request

for provision of a soft copy of the minutes of any previous general meeting held

during the period immediately preceding three financial years, shall be entitled to

be furnished with the same free of cost.

Members may

obtain copy of

minutes

71 The Board, and also any person(s) authorised by it, may take any action before

the commencement of any general meeting, or any meeting of a class of members

in the Company, which they may think fit to ensure the security of the meeting,

the safety of people attending the meeting, and the future orderly conduct of the

meeting. Any decision made in good faith under this Article shall be final, and

rights to attend and participate in the meeting concerned shall be subject to such

decision.

Powers to arrange

security at

meetings

Adjournment of meeting

72 (1) The Chairperson may, suo moto, adjourn the meeting from time to time and from

place to place.

Chairperson

may adjourn the

meeting

(2) No business shall be transacted at any adjourned meeting other than the business

left unfinished at the meeting from which the adjournment took place.

Business at

adjourned meeting

(3) When a meeting is adjourned for thirty days or more, notice of the adjourned

meeting shall be given as in the case of an original meeting.

Notice of

adjourned meeting

342

(4) Save as aforesaid, and save as provided in the Act, it shall not be necessary to

give any notice of an adjournment or of the business to be transacted at an

adjourned meeting.

Notice of

adjourned meeting

not required

Voting rights

73 Subject to any rights or restrictions for the time being attached to any class or

classes of shares

(a) on a show of hands, every member present in person shall have one vote; and

(b) on a poll, the voting rights of members shall be in proportion to his share in

the paid-up equity share capital of the company.

Entitlement to vote

on show of hands

and on poll

74 A member may exercise his vote at a meeting by electronic means in accordance

with the Act and shall vote only once.

Voting through

electronic means

75 (1) In the case of joint holders, the vote of the senior who tenders a vote, whether in

person or by proxy, shall be accepted to the exclusion of the votes of the other

joint holders.

Vote of joint

holders

(2) For this purpose, seniority shall be determined by the order in which the names

stand in the register of members.

Seniority of names

How members non-

compos mentis and

minor may vote

76 A member of unsound mind, or in respect of whom an order has been made by

any court having jurisdiction in lunacy, may vote, whether on a show of hands

or on a poll, by his committee or other legal guardian, and any such committee

or guardian may, on a poll, vote by proxy. If any member be a minor, the vote

in respect of his share or shares shall be by his guardian or any one of his

guardians.

Votes in respect of

shares of deceased or

insolvent

members, etc.

77 Subject to the provisions of the Act and other provisions of these Articles, any

person entitled under the Transmission Clause to any shares may vote at any

general meeting in respect thereof as if he was the registered holder of such

shares, provided that at least 48 (forty eight) hours before the time of holding

the meeting or adjourned meeting, as the case may be, at which he proposes to

vote, he shall duly satisfy the Board of his right to such shares unless the Board

shall have previously admitted his right to vote at such meeting in respect

thereof.

Business may

Proceed pending poll

78 Any business other than that upon which a poll has been demanded may be

proceeded with, pending the taking of the poll.

Restriction on voting

rights

79 No member shall be entitled to vote at any general meeting unless all calls or

other sums presently payable by him in respect of shares in the Company have

been paid or in regard to which the Company has exercised any right of lien.

Restriction on exercise

of voting rights in

other cases to be void

80 A member is not prohibited from exercising his voting on the ground that he

has not held his share or other interest in the Company for any specified period

preceding the date on which the vote is taken, or on any other ground not being

a ground set out in the preceding Article.

Equal rights of

members

81 Any member whose name is entered in the register of members of the Company

shall enjoy the same rights and be subject to the same liabilities as all other

members of the same class.

Proxy

Member may

vote in person or

otherwise

82 (1) Any member entitled to attend and vote at a general meeting may do so either

personally or through his constituted attorney or through another person as a

proxy on his behalf, for that meeting.

Proxies when to be

deposited

(2) The instrument appointing a proxy and the power-of attorney or other

authority, if any, under which it is signed or a notarised copy of that power or

authority, shall be deposited at the registered office of the Company not less

than 48 hours before the time for holding the meeting or adjourned meeting at

which the person named in the instrument proposes to vote, and in default the

instrument of proxy shall not be treated as valid.

343

Form of proxy 83 An instrument appointing a proxy shall be in the form as prescribed in the

Rules.

84 A vote given in accordance with the terms of an instrument of proxy shall be

valid, notwithstanding the previous death or insanity of the principal or the

revocation of the proxy or of the authority under which the proxy was executed,

or the transfer of the shares in respect of which the proxy is given:

Proxy to be valid not

withstanding death

of the principal

Provided that no intimation in writing of such death, insanity, revocation or

transfer shall have been received by the Company at its office before the

commencement of the meeting or adjourned meeting at which the proxy is

used.

Board of Directors

85 Unless otherwise determined by the Company in general meeting, the number

of directors shall not be less than 3 (three) and shall not be more than 14

(fourteen).

Board of Directors

86 (1) The Board shall have the power to determine the directors whose period of

office is or is not liable to determination by retirement of directors by rotation.

Directors not liable


(2) The same individual may, at the same time, be appointed as the Chairperson of

the Company as well as the Managing Director or Chief Executive Officer of

the Company.

Same individual

may be Chairperson

and Managing

Director/ Chief

Executive Officer

87 (1) The remuneration of the directors shall, in so far as it consists of a monthly

payment, be deemed to accrue from day-to-day.

Remuneration of

directors

(2) The remuneration payable to the directors, including any managing or whole-

time director or manager, if any, shall be determined in accordance with and

subject to the provisions of the Act by an ordinary resolution passed by the

Company in general meeting.

Remuneration to

require members’

consent

(3) In addition to the remuneration payable to them in pursuance of the Act, the

directors may be paid all travelling, hotel and other expenses properly incurred

by them—

(a) in attending and returning from meetings of the Board of Directors or any

committee thereof or general meetings of the Company; or

(b) in connection with the business of the Company.

Travelling and other

expenses

88 All cheques, promissory notes, drafts, hundis, bills of exchange and other

negotiable instruments, and all receipts for monies paid to the Company, shall

be signed, drawn, accepted, endorsed, or otherwise executed, as the case may

be, by such person and in such manner as the Board shall from time to time by

resolution determine.

Execution of

negotiable

Instruments

89 (1) Subject to the provisions of the Act, the Board shall have power at any time,

and from time to time, to appoint a person as an additional director, provided

the number of the directors and additional directors together shall not at any

time exceed the maximum strength fixed for the Board by the Articles.

Appointment of

additional directors

Duration of office of

additional

director

(2) Such person shall hold office only up to the date of the next annual general

meeting of the Company but shall be eligible for appointment by the

Company as a director at that meeting subject to the provisions of the Act.

Appointment of

alternate director

90 (1) The Board may appoint an alternate director to act for a director (hereinafter

in this Article called “the Original Director”) during his absence for a period

of not less than three months from India. No person shall be appointed as an

344

alternate director for an independent director unless he is qualified to be

appointed as an independent director under the provisions of the Act.

Duration of

office of alternate

director

(2) An alternate director shall not hold office for a period longer than that

permissible to the Original Director in whose place he has been appointed

and shall vacate the office if and when the Original Director returns to India.

Re-appointment

provisions

applicable to

Original Director

(3) If the term of office of the Original Director is determined before he returns

to India the automatic reappointment of retiring directors in default of

another appointment shall apply to the Original Director and not to the

alternate director.

Appointment of director

to fill a

casual vacancy

91 (1) If the office of any director appointed by the Company in general meeting

is vacated before his term of office expires in the normal course, the

resulting casual vacancy may, be filled by the Board of Directors at a

meeting of the Board.

Duration of office of

Director appointed to fill

casual vacancy

(2) The director so appointed shall hold office only up to the date up to which

the director in whose place he is appointed would have held office if it had

not been vacated.

Powers of Board

General powers

of the Company

vested in Board

92 The management of the business of the Company shall be vested in the

Board and the Board may exercise all such powers, and do all such acts and

things, as the Company is by the memorandum of association or otherwise

authorized to exercise and do, and, not hereby or by the statute or otherwise

directed or required to be exercised or done by the Company in general

meeting but subject nevertheless to the provisions of the Act and other laws

and of the memorandum of association and these Articles and to any

regulations, not being inconsistent with the memorandum of association and

these Articles or the Act, from time to time made by the Company in general

meeting provided that no such regulation shall invalidate any prior act of

the Board which would have been valid if such regulation had not been

made

Proceedings of the Board

When meeting to be

convened

93 (1) The Board of Directors may meet for the conduct of business, adjourn

and otherwise regulate its meetings, as it thinks fit.

Who may summon Board

meeting

(2) The Chairperson or any one Director with the previous consent of the

Chairperson may, or the company secretary on the direction of the

Chairperson shall, at any time, summon a meeting of the Board

Quorum for Board meetings (3) The quorum for a Board meeting shall be as provided in the Act.

Participation at

Board meetings

(4) The participation of directors in a meeting of the Board may be either in

person or through video conferencing or audio-visual means or

teleconferencing, as may be prescribed by the Rules or permitted under

law.

Questions at

Board meeting

how decided

94 (1) Save as otherwise expressly provided in the Act, questions arising at any

meeting of the Board shall be decided by a majority of votes.

Casting vote of

Chairperson at

Board meeting

(2) In case of an equality of votes, the Chairperson of the Board, if any, shall

have a second or casting vote.

Directors not to

act when number

falls below

minimum

95 The continuing directors may act notwithstanding any vacancy in the

Board; but, if and so long as their number is reduced below the quorum

fixed by the Act for a meeting of the Board, the continuing directors or

director may act for the purpose of increasing the number of directors to

that fixed for the quorum, or of summoning a general meeting of the

Company, but for no other purpose.

Who to preside at meetings

of the Board

96 (1) The Chairperson of the Company shall be the Chairperson at meetings of

the Board. In his absence, the Board may elect a Chairperson of its

meetings and determine the period for which he is to hold office.

Directors to elect a

Chairperson

(2) If no such Chairperson is elected, or if at any meeting the Chairperson is

not present within fifteen minutes after the time appointed for holding

345

the meeting, the directors present may choose one of their number to be

Chairperson of the meeting.

Delegation of

powers

97 (1) The Board may, subject to the provisions of the Act, delegate any of its

powers to Committees consisting of such member or members of its body

as it thinks fit.

Committee to

conform to Board

regulations

(2) Any Committee so formed shall, in the exercise of the powers so

delegated, conform to any regulations that may be imposed on it by the

Board.

Participation

at Committee

meetings

(3) The participation of directors in a meeting of the Committee may be

either in person or through video conferencing or audio-visual means or

teleconferencing, as may be prescribed by the Rules or permitted under

law.

Chairperson of

Committee

98 (1) A Committee may elect a Chairperson of its meetings unless the Board,

while constituting a Committee, has appointed a Chairperson of such

Committee.

Who to preside

at meetings of

Committee

(2) If no such Chairperson is elected, or if at any meeting the Chairperson is

not present within fifteen minutes after the time appointed for holding

the meeting, the members present may choose one of their members to

be Chairperson of the meeting.

Committee to meet 99 (1) A Committee may meet and adjourn as it thinks fit.

Questions at

Committee

meeting how

decided

(2) Questions arising at any meeting of a Committee shall be determined

by a majority of votes of the members present.

Casting vote of

Chairperson

at Committee

meeting

(3) In case of an equality of votes, the Chairperson of the Committee shall

have a second or casting vote.

Acts of Board or Committee

valid

notwithstanding

defect of

appointment

100 All acts done in any meeting of the Board or of a Committee thereof

or by any person acting as a director, shall, notwithstanding that it may

be afterwards discovered that there was some defect in the

appointment of any one or more of such directors or of any person

acting as aforesaid, or that they or any of them were disqualified or

that his or their appointment had terminated, be as valid as if every

such director or such person had been duly appointed and was

qualified to be a director.

Passing of

resolution by

circulation

101 Save as otherwise expressly provided in the Act, a resolution in

writing, signed, whether manually or by secure electronic mode, by a

majority of the members of the Board or of a Committee thereof, for

the time being entitled to receive notice of a meeting of the Board or

Committee, shall be valid and effective as if it had been passed at a

meeting of the Board or Committee, duly convened and held.

Chief Executive Officer, Manager, Company Secretary

and Chief Financial Officer

Chief Executive

Officer, etc.

102 (a) Subject to the provisions of the Act, —

A chief executive officer, manager, company secretary and chief financial

officer may be appointed by the Board for such term, at such remuneration

and upon such conditions as it may think fit; and any chief executive officer,

manager, company secretary and chief financial officer so appointed may be

removed by means of a resolution of the Board; the Board may appoint one or

more chief executive officers for its multiple businesses.

Director may be

chief executive

officer, etc.

(b) A director may be appointed as chief executive officer, manager, company

secretary or chief financial officer.

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Registers

Statutory registers 103 The Company shall keep and maintain at its registered office all statutory registers

namely, register of charges, register of members, register of debenture holders,

register of any other security holders, the register and index of beneficial owners

and annual return, register of loans, guarantees, security and acquisitions, register

of investments not held in its own name and register of contracts and arrangements

for such duration as the Board may, unless otherwise prescribed, decide, and in such

manner and containing such particulars as prescribed by the Act and the Rules. The

registers and copies of annual return shall be open for inspection during 11.00 a.m.

to 1.00 p.m. on all working days, other than Saturdays, at the registered office of

the Company by the persons entitled thereto on payment, where required, of such

fees as may be fixed by the Board but not exceeding the limits prescribed by the

Rules.

Foreign register 104 (a) The Company may exercise the powers conferred on it by the Act with regard to the

keeping of a foreign register; and\ the Board may (subject to the provisions of the

Act) make and vary such regulations as it may think fit respecting the keeping of

any such register.

(b) The foreign register shall be open for inspection and may be closed, and extracts

may be taken therefrom, and copies thereof may be required, in the same manner,

mutatis mutandis, as is applicable to the register of members.

The Seal

The seal, its

custody and use

105 (1) The Board shall provide for the safe custody of the seal.

Affixation of seal The seal of the Company shall not be affixed to any instrument except by the

authority of a resolution of the Board or of a Committee of the Board authorised by

it in that behalf, and except in the presence of at least one director or the manager,

if any, or of the secretary or such other person as the Board may appoint for the

purpose; and such director or manager or the secretary or other person aforesaid

shall sign every instrument to which the seal of the Company is so affixed in their

presence.

Dividends and Reserve

Company in

general meeting

may declare

dividends

106 The Company in general meeting may declare dividends, but no dividend shall

exceed the amount recommended by the Board but the Company in general

meeting may declare a lesser dividend.

Interim dividends 107 Subject to the provisions of the Act, the Board may from time to time pay to the

members such interim dividends of such amount on such class of shares and at

such times as it may think fit.

Dividends only

to be paid out of

profits

108 (1) The Board may, before recommending any dividend, set aside out of the profits of

the Company such sums as it thinks fit as a reserve or reserves which shall, at the

discretion of the Board, be applied for any purpose to which the profits of the

Company may be properly applied, including provision for meeting contingencies

or for equalising dividends; and pending such application, may, at the like

discretion, either be employed in the business of the Company or be invested in

such investments (other than shares of the Company) as the Board may, from time

to time, think fit.

Carry forward of

profits

(2) The Board may also carry forward any profits which it may consider necessary not

to divide, without setting them aside as a reserve.

Division of profits 109 (1) with special rights as to dividends, all dividends shall be declared and paid

according to the amounts paid or credited as paid on the shares in respect whereof

the dividend is paid, but if and so long as nothing is paid upon any of the shares in

the Company, dividends may be declared and paid according to the amounts of the

shares.

Payments in

advance

(2) No amount paid or credited as paid on a share in advance of calls shall be treated

for the purposes of this Article as paid on the share.

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Dividends to be

apportioned

(3) All dividends shall be apportioned and paid proportionately to the amounts paid or

credited as paid on the shares during any portion or portions of the period in respect

of which the dividend is paid; but if any share is issued on terms providing that it

shall rank for dividend as from a particular date such share shall rank for dividend

accordingly.

No member to

Receive dividend

whilst indebted to the

Company and

Company’s right to

reimbursement

therefrom

110 (1) The Board may deduct from any dividend payable to any member all sums of

money, if any, presently payable by him to the Company on account of calls or

otherwise in relation to the shares of the Company.

Retention of

dividends

(2) The Board may retain dividends payable upon shares in respect of which any

person is, under the Transmission Clause hereinbefore contained, entitled to

become a member, until such person shall become a member in respect of such

shares.

Dividend how

remitted

111 (1) Any dividend, interest or other monies payable in cash in respect of shares may be

paid by electronic mode or by cheque or warrant sent through the post directed to

the registered address of the holder or, in the case of joint holders, to the registered

address of that one of the joint holders who is first named on the register of

members, or to such person and to such address as the holder or joint holders may

in writing direct.

Instrument of

payment

(2) Every such cheque or warrant shall be made payable to the order of the person to

whom it is sent.

Discharge to

Company

(3) Payment in any way whatsoever shall be made at the risk of the person entitled to

the money paid or to be paid. The Company will not be responsible for a payment

which is lost or delayed. The Company will be deemed to having made a payment

and received a good discharge for it if a payment using any of the foregoing

permissible means is made

Receipt of one

holder sufficient

112 Any one of two or more joint holders of a share may give effective receipts for any

dividends, bonuses or other monies payable in respect of such share.

No interest on

dividends

113 No dividend shall bear interest against the Company.

Waiver of dividends 114 The waiver in whole or in part of any dividend on any share by any document

(whether or not under seal) shall be effective only if such document is signed by the

member (or the person entitled to the share in consequence of the death or

bankruptcy of the holder) and delivered to the Company and if or to the extent that

the same is accepted as such or acted upon by the Board.

Accounts

Inspection by

Directors

115 (1) The books of account and books and papers of the Company, or any of them, shall

be open to the inspection of directors in accordance with the applicable provisions

of the Act and the Rules.

Restriction on

inspection by

members

(2) No member (not being a director) shall have any right of inspecting any books of

account or books and papers or document of the Company except as conferred by

law or authorised by the Board.

Winding up

Winding up of

Company

116 Subject to the applicable provisions of the Act and the Rules made thereunder -

(a) If the Company shall be wound up, the liquidator may, with the sanction of a special

resolution of the Company and any other sanction required by the Act, divide

amongst the members, in specie or kind, the whole or any part of the assets of the

Company, whether they shall consist of property of the same kind or not.

348

(b) For the purpose aforesaid, the liquidator may set such value as he deems fair upon

any property to be divided as aforesaid and may determine how such division shall

be carried out as between the members or different classes of members.

(c) The liquidator may, with the like sanction, vest the whole or any part of such assets

in trustees upon such trusts for the benefit of the contributories if he considers

necessary, but so that no member shall be compelled to accept any shares or other

securities whereon there is any liability.

Indemnity and Insurance

117 (a) Subject to the provisions of the Act, every director, managing director, whole-time

director, manager, company secretary and other officer of the Company shall be

indemnified by the Company out of the funds of the Company, to pay all costs,

losses and expenses (including travelling expense) which such director, manager,

company secretary and officer may incur or become liable for by reason of any

contract entered into or act or deed done by him in his capacity as such director,

manager, company secretary or officer or in any way in the discharge of his duties

in such capacity including expenses.

(b) Subject as aforesaid, every director, managing director, manager, company

secretary or other officer of the Company shall be indemnified against any liability

incurred by him in defending any proceedings, whether civil or criminal in which

judgement is given in his favour or in which he is acquitted or discharged or in

connection with any application under applicable provisions of the Act in which

relief is given to him by the Court.

(c) The Company may take and maintain any insurance as the Board may think fit on

behalf of its present and/or former directors and key managerial personnel for

indemnifying all or any of them against any liability for any acts in relation to the

Company for which they may be liable but have acted honestly and reasonably.

General Power

General power 118 Wherever in the Act, it has been provided that the Company shall have any right,

privilege or authority or that the Company could carry out any transaction only if

the Company is so authorized by its articles, then and in that case this Article

authorizes and empowers the Company to have such rights, privileges or authorities

and to carry out such transactions as have been permitted by the Act, without there

being any specific Article in that behalf herein provided.

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SECTION IX OTHER INFORMATION

MATERIAL CONTRACTS AND DOCUMENTS FOR INSPECTION

The following contracts (not being contracts entered into in the ordinary course of business carried on by our Company

or contracts entered into more than two (2) years before the date of filing of the Draft Red Herring Prospectus) which

are or may be deemed material have been entered or are to be entered into by our Company. These contracts, copies

of which will be attached to the copy of the Draft Red Herring Prospectus will be delivered to the ROC for registration

and also the documents for inspection referred to hereunder, may be inspected at the Registered Office of our

Company located at Suite 1, 2nd Floor, Siddhi #100, P&T Colony, Tirumalagherry Secunderabad, Telangana 500015,

India from date of filing the Draft Red Herring Prospectus with ROC to Issue Closing Date on working days from

10.00 a.m. to 5.00 p.m.

Material Contracts

1. Issue Agreement dated December 27, 2018 between our Company and the Book Running Lead Manager.

2. Agreement dated December 26, 2018 between our Company and the Registrar to the Issue.

3. Syndicate Agreement dated [●] entered into among the members of the Syndicate, our Company and the

Registrar to the Issue.

4. Escrow Agreement dated [●] entered into amongst our Company, the BRLMs, the Syndicate Members, Escrow

Collection Banks.

5. Underwriting Agreement dated [●] between our Company, the Book Running Lead Manager, and Underwriter.

6. Market Making Agreement dated [●] between our Company, Book Running Lead Manager and Market Maker.

7. Tripartite agreement among the NSDL, our Company and Registrar to the Issue dated October 16, 2018.

8. Tripartite agreement among the CDSL, our Company and Registrar to the Issue dated September 10, 2018.

9. Banker's to the Issue Agreement dated [●] between our Company, the Book Running Lead Manager, Escrow

Collection Bank and the Registrar to the Issue.

Material Documents

1. Certified true copy of the Memorandum and Articles of Association of our Company including certificates of

incorporation.

2. Board resolution dated 14 December 2018 and special resolution passed pursuant to Section 62(1)(C) of the

Companies Act, 2013 at the EGM by the shareholders of our Company held on 14 December 2018.

3. Statement of Tax Benefits dated December 17, 2018 issued by the peer review certified auditor, M/s. NSVR

and Associates LLP, Chartered Accountants.

4. Copy of Restated Audit report from the peer review certified auditor, M/s. NSVR and Associates LLP,

Chartered Accountants, dated December 17, 2018 included in the Draft Red Herring Prospectus.

5. Copy of Certificate from the Auditor regarding the source and deployment of funds.

6. Copies of Annual reports of the Company for the year ended March 31, 2018, 2017, 2016, and for the period

ended September 2018

7. Consents of Directors, Company Secretary & Compliance Officer, Chief Financial Officer, Statutory Auditors,

Peer Review Auditor, Legal Advisor to the Issue, Bankers to our Company, Book Running Lead Manager,

Registrar to the Issue, Underwriter and Market Maker to include their names in the Draft Red Herring

Prospectus to act in their respective capacities.

8. Due Diligence Certificate dated December 27, 2018 from the Book Running Lead Manager.

9. Copy of Approval dated [●] from the SME Platform of NSE Emerge.

Any of the contracts or documents mentioned in the Draft Red Herring Prospectus may be amended or modified at

any time if so required in the interest of our Company or if required by the other parties, with the consent of

shareholder’s subject to compliance of the provisions contained in the Companies Act and other relevant statutes.

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DECLARATION

We hereby declare that all relevant provisions of the Companies Act, 2013 and the guidelines/regulations issued by

the Government of India or the guidelines/regulations issued by the Securities and Exchange Board of India,

established under section 3 of the Securities and Exchange Board of India Act, 1992, as the case may be, have been

complied with and no statement made in the Draft Red Herring Prospectus is contrary to the provisions of the

Companies Act, 2013, the Securities and Exchange Board of India Act, 1992 or rules made or guidelines or regulations

issued there under, as the case may be. We further certify that all statements are true and correct.

Signed by all Directors of our company

Name and Designation Signature


Chairman and Managing Director


Whole Time Director

Mrs. Pariplavi Mokkapati

Non-Executive Director

Mrs. Nagulavari Vanitha

Independent director

Mr. Srinivasa Rao Muttineni

Independent director

Signed by Chief Financial Officer and Company Secretary and Compliance Officer Company of the Company.

Mr. Srikrishna Saibabu Nandiraju Mr. Sannapaneni Sudheer

Chief Financial Officer Company Secretary and Compliance Officer

Place: Hyderabad

Date: 31/12/2018

NOVUS GREEN ENERGY SYSTEMS LIMITED

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