new delhi centre for sight limited · 2018-08-16 · new delhi centre for sight limited our company...

NEW DELHI CENTRE FOR SIGHT LIMITED Our Company was incorporated as ‘New Delhi Centre For Sight Private Limited’ on June 3, 2002 as a private limited company under the Companies Act, 1956 (“Companies Act 1956”), with the Registrar

of Companies, National Capital Territory of Delhi and Haryana (the “RoC”). Pursuant to conversion of our Company to a public limited company, our name was changed to ‘New Delhi Centre For Sight Limited’ and a fresh certificate of incorporation consequent upon change of name on conversion to public limited company was issued by the RoC on October 9, 2015. For details of changes in name and

registered office of our Company, see “History and Certain Corporate Matters” on page 136.

Corporate Identity Number: U85120DL2002PTC115652

Registered Office: B-5/24 Safdarjung Enclave, New Delhi 110 029, India Tel: (+91 11) 4573 8888 Fax: (+91 11) 4165 1744

Corporate Office: A-23, First Floor, Green Park, Aurobindo Marg, New Delhi 110 016, India Tel: (+91 11) 2651 3723 Fax: (+91 11) 4165 1744

Contact Person: Mr. Gaurav Sadh, Company Secretary and Compliance Officer Tel: (+91 11) 2651 3723 Fax: (+91 11) 4165 1744

E-mail: [email protected] Website: www.centreforsight.net

PROMOTERS: DR. MAHIPAL SINGH SACHDEV AND DR. ALKA SACHDEV

INITIAL PUBLIC OFFERING OF UP TO [●] EQUITY SHARES OF FACE VALUE OF ̀ 10 EACH (THE “EQUITY SHARES”) OF NEW DELHI CENTRE FOR SIGHT LIMITED (“NDCFS”

OR OUR “COMPANY” OR THE “COMPANY” OR THE “ISSUER”) FOR CASH AT A PRICE OF ` [●] PER EQUITY SHARE (INCLUDING SHARE PREMIUM OF ` [●] PER EQUITY SHARE) (THE OFFER PRICE”) AGGREGATING UP TO ` [●] MILLION (THE “OFFER”). THE OFFER COMPRISES A FRESH ISSUE OF UP TO [●] EQUITY SHARES AGGREGATING UP TO ` 1,150 MILLION BY OUR COMPANY (THE “FRESH ISSUE”) AND AN OFFER FOR SALE OF UP TO 2,547,476 EQUITY SHARES AGGREGATING UP TO ` [●] MILLION, COMPRISING UP TO 952,857 EQUITY SHARES AGGREGATING UP TO ` [●] MILLION BY DR. MAHIPAL SINGH SACHDEV, 50,000 EQUITY SHARES AGGREGATING UP TO ` [●] MILLION BY DR. ALKA SACHDEV (TOGETHER, THE “PROMOTER SELLING SHAREHOLDERS”), 1,005,717 EQUITY SHARES AGGREGATING UP TO ` [●] MILLION BY MATRIX PARTNERS INDIA INVESTMENT HOLDINGS, LLC, 498,043 EQUITY SHARES AGGREGATING UP TO ` [●] MILLION BY MATRIX PARTNERS INDIA INVESTMENTS, LLC (TOGETHER, THE “CORPORATE SELLING SHAREHOLDERS”), 25,000 EQUITY SHARES AGGREGATING UP TO ` [●] MILLION BY DR. LALIT VERMA, 8,340 EQUITY SHARES AGGREGATING UP TO ` [●] MILLION BY DR. DINESH TALWAR AND 7,519 EQUITY SHARES AGGREGATING UP TO ` [●] MILLION BY DR. RITIKA SACHDEV (TOGETHER, THE “OTHER INDIVIDUAL SELLING SHAREHOLDERS”) (THE “OFFER FOR SALE”). THE OFFER SHALL CONSTITUTE [●]% OF THE POST-OFFER PAID-UP

EQUITY SHARE CAPITAL OF OUR COMPANY.

THE PRICE BAND, ANY RETAIL DISCOUNT AND THE MINIMUM BID LOT WILL BE DECIDED BY OUR COMPANY, THE CORPORATE SELLING SHAREHOLDERS AND THE

PROMOTER SELLING SHAREHOLDERS IN CONSULTATION WITH THE BOOK RUNNING LEAD MANAGERS AND WILL BE ADVERTISED IN [●] EDITION OF [●] (A WIDELY

CIRCULATED ENGLISH NATIONAL NEWSPAPER) AND [●] EDITION OF [●] (A WIDELY CIRCULATED HINDI NATIONAL 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/OFFER OPENING DATE AND SHALL BE

MADE AVAILABLE TO THE BSE LIMITED (THE “BSE”) AND THE NATIONAL STOCK EXCHANGE OF INDIA LIMITED (THE “NSE”, AND TOGETHER WITH THE BSE, THE

“STOCK EXCHANGES”) FOR THE PURPOSES OF UPLOAD ON THEIR RESPECTIVE WEBSITES.*

* Discount of ` [●] on the Offer Price may be offered to Retail Individual Investors (“Retail Discount”).

Our Company is considering a Pre-IPO Placement of up to 1,090,909 Equity Shares aggregating up to ` 600 million with certain investors (“Pre-IPO Placement”). The Pre-IPO Placement is at the discretion of our Company. Our Company will complete the issuance and allotment of Equity Shares pursuant to the Pre-IPO Placement, if any, prior to the filing of the Red Herring Prospectus with the

RoC. If the Pre-IPO Placement is completed, the Offer size will be reduced to the extent of such Pre-IPO Placement, subject to the Offer size constituting at least 25% of the post-Offer paid-up Equity Share

capital of our Company.

THE FACE VALUE OF THE EQUITY SHARE IS ` 10 EACH In case of revision in the Price Band, the Bid/Offer Period will be extended for at least three additional Working Days after 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 and by intimation to Self Certified Syndicate Banks (“SCSBs”) and the Registered Brokers.

In terms of Rule 19(2)(b)(i) of the Securities Contracts (Regulation) Rules, 1957, as amended, (the “SCRR”) the Offer is being made for at least 25% of the post-Offer paid-up Equity Share capital of our

Company. The Offer is being made through the Book Building Process, in compliance with Regulation 26(2) of the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements)

Regulations, 2009, as amended the (“SEBI ICDR Regulations”) wherein at least 75% of the Offer will be allocated on a proportionate basis to Qualified Institutional Buyers (“QIBs”) (the “QIB Category”),

provided that our Company, the Corporate Selling Shareholders and the Promoter Selling Shareholders, in consultation with the BRLMs, may allocate up to 60% of the QIB Category to Anchor Investors,

on a discretionary basis (the “Anchor Investor Portion”), of which one-third shall be reserved for domestic Mutual Funds, subject to valid Bids being received from domestic Mutual Funds at or above the

Anchor Investor Offer Price. Further, 5% of the QIB Category (excluding the Anchor Investor Portion) shall be available for allocation on a proportionate basis to Mutual Funds only. The remainder shall be

available for allocation on a proportionate basis to QIBs and Mutual Funds, subject to valid Bids being received from them at or above the Offer Price. If at least 75% of the Offer cannot be Allotted to QIBs,

the entire application money shall be refunded forthwith. Further, not more than 15% of the Offer will be available for allocation on a proportionate basis to Non-Institutional Investors and not more than

10% of the Offer 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 Offer Price. Retail

Individual Investors may participate in this Offer through the ASBA process by providing the details of the ASBA Accounts in which the corresponding Bid Amounts will be blocked by the SCSBs. QIBs

(excluding Anchor Investors) and Non-Institutional Investors can participate in the Offer only through the ASBA process. Anchor Investors are not permitted to participate in this Offer through the ASBA

process. For details in this regard, specific attention is invited to “Offer Procedure” on page 302.

RISKS IN RELATION TO THE FIRST OFFER

This being the first public issue of the securities of our Company, there has been no formal market for the securities of our Company. The face value of our Equity Shares is ` 10 and the Floor Price and Cap Price are [●] times and [●] times of the face value of our Equity Shares, respectively. The Offer Price (as determined and justified by our Company, the Corporate Selling Shareholders and the Promoter Selling

Shareholders in consultation with the BRLMs and as stated in “Basis for Offer Price” on page 97) 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 and/or sustained trading in the Equity Shares or regarding the price at which the Equity Shares will be traded after listing.

GENERAL RISKS

Investments in equity and equity-related securities involve a degree of risk and investors should not invest any funds in the Offer 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 the Offer. For taking an investment decision, investors must rely on their own examination of our Company and the Offer

including the risks involved. The Equity Shares have not been recommended or approved by the Securities and Exchange Board of India (“SEBI”), nor does the SEBI guarantee the accuracy or adequacy of

this Draft Red Herring Prospectus. Specific attention of the investors is invited to “Risk Factors” on page 13.

ISSUER’S AND SELLING SHAREHOLDERS’ ABSOLUTE RESPONSIBILITY

Our Company, having made all reasonable inquiries, accepts responsibility for and confirms that this Draft Red Herring Prospectus contains all information with regard to our Company and the Offer, which

is material in the context of the Offer, that the information contained in this Draft Red Herring Prospectus is true and correct in all material aspects and is not misleading in any material respect, that the

opinions and intentions expressed herein are honestly held and that there are no other facts, the omission of which makes this Draft Red Herring Prospectus as a whole or any of such information or the

expression of any such opinions or intentions, misleading in any material respect. Further, each of the Individual Selling Shareholders severally and not jointly accepts responsibility only for the statements

expressly made by such Individual Selling Shareholder with respect to itself and the Equity Shares offered by it in the Offer for Sale and that such statements are true and correct in all material respects and

are not misleading in any material respect. Each of the Corporate Selling Shareholders severally and not jointly accepts responsibility only for the statements expressly made by such Corporate Selling

Shareholder with respect to itself and the Equity Shares offered by it in the Offer for Sale and that such statements are true and correct in all material respects and are not misleading in any material respect.

LISTING

The Equity Shares issued though the Red Herring Prospectus are proposed to be listed on the Stock Exchanges. We have received in-principle approvals from the BSE and the NSE for the listing of the

Equity Shares pursuant to letters dated [●] and [●], respectively. For the purposes of this Offer, [●] is the Designated Stock Exchange.

BOOK RUNNING LEAD MANAGERS REGISTRAR TO THE OFFER

Axis Capital Limited

1st Floor, Axis House

C 2 Wadia International Centre

Pandurang Budhkar Marg, Worli

Mumbai 400 025, Maharashtra, India

Tel: (+91 22) 4325 2183 / Fax : (+91 22) 4325 3000

Email : [email protected]

Website : www.axiscapital.co.in

Investor Grievance E-mail : [email protected]

Contact Person: Mr. Lohit Sharma

SEBI Registration No.: INM000012029

ICICI Securities Limited

ICICI Centre

H.T. Parekh Marg, Churchgate

Mumbai 400 020, Maharashtra, India

Tel: (+91 22) 2288 2460 / Fax: (+91 22) 2282 6580

Email: [email protected]

Website: www.icicisecurities.com

Investor Grievance Email: [email protected]

Contact Person: Mr. Anurag Byas

SEBI Registration No.: INM000011179

Karvy Computershare Private Limited

Karvy Selenium Tower B

Plot 31-32, Gachibowli, Financial District

Nanakramguda

Hyderabad 500 032, Telangana, India

Tel: (+91 40) 6716 2222 / Fax: (+91 40) 2343 1551

E-mail: [email protected]

Website: www.karisma.karvy.com

Investor Grievance Email: [email protected]

Contact Person: Mr. M. Murali Krishna

SEBI Registration No.: INR000000221

BID/OFFER PERIOD*

BID/OFFER OPENS ON [●] BID/OFFER CLOSES ON (FOR QIBs)** [●]

BID/OFFER CLOSES ON (FOR ALL OTHER BIDDERS) [●]

* Our Company, the Corporate Selling Shareholders and the Promoter Selling Shareholders, in consultation with the BRLMs, may consider participation by 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, the Corporate Selling Shareholders and the Promoter Selling Shareholders, 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.

DRAFT RED HERRING PROSPECTUS

Dated November 30, 2015

Please read Section 32 of the Companies Act, 2013

(This Draft Red Herring Prospectus will be updated upon filing with the RoC)

Book Building Offer

http://www.icicisecurities.com/mailto:[email protected]://www.karvycomputershare.com/default.aspx

TABLE OF CONTENTS

SECTION I - GENERAL ..................................................................................................................................... 1

DEFINITIONS AND ABBREVIATIONS ..................................................................................................... 1 CERTAIN CONVENTIONS, USE OF FINANCIAL INFORMATION AND MARKET DATA AND

CURRENCY OF PRESENTATION ............................................................................................................ 10 FORWARD-LOOKING STATEMENTS ................................................................................................... 12

SECTION II - RISK FACTORS ....................................................................................................................... 13 SECTION III – INTRODUCTION ................................................................................................................... 46

SUMMARY OF INDUSTRY ........................................................................................................................ 46 SUMMARY OF BUSINESS ......................................................................................................................... 49 SUMMARY FINANCIAL INFORMATION .............................................................................................. 51 THE OFFER .................................................................................................................................................. 57 GENERAL INFORMATION ....................................................................................................................... 59 CAPITAL STRUCTURE .............................................................................................................................. 70 OBJECTS OF THE OFFER ......................................................................................................................... 86 BASIS FOR OFFER PRICE ........................................................................................................................ 97 STATEMENT OF TAX BENEFITS .......................................................................................................... 101

SECTION IV: ABOUT THE COMPANY ..................................................................................................... 104

INDUSTRY OVERVIEW ........................................................................................................................... 104 OUR BUSINESS .......................................................................................................................................... 116 KEY REGULATIONS AND POLICIES IN INDIA................................................................................. 133 HISTORY AND CERTAIN CORPORATE MATTERS ......................................................................... 136 OUR MANAGEMENT ............................................................................................................................... 143 OUR PROMOTERS, PROMOTER GROUP AND GROUP COMPANIES ......................................... 159 DIVIDEND POLICY ................................................................................................................................... 166

SECTION V – FINANCIAL INFORMATION ............................................................................................. 167

FINANCIAL STATEMENTS..................................................................................................................... 167 MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS

OF OPERATIONS ...................................................................................................................................... 237 FINANCIAL INDEBTEDNESS ................................................................................................................. 257

SECTION VI – LEGAL AND OTHER INFORMATION ........................................................................... 265

OUTSTANDING LITIGATION AND OTHER MATERIAL DEVELOPMENTS .............................. 265 GOVERNMENT AND OTHER APPROVALS ........................................................................................ 272 OTHER REGULATORY AND STATUTORY DISCLOSURES ........................................................... 282

SECTION VII – OFFER RELATED INFORMATION ............................................................................... 295

OFFER STRUCTURE ................................................................................................................................ 295 TERMS OF THE OFFER ........................................................................................................................... 299 OFFER PROCEDURE................................................................................................................................ 302

SECTION VIII – MAIN PROVISIONS OF THE ARTICLES OF ASSOCIATION ................................ 349 SECTION IX – OTHER INFORMATION .................................................................................................... 404

MATERIAL CONTRACTS AND DOCUMENTS FOR INSPECTION ................................................ 404 DECLARATION ......................................................................................................................................... 406

1

SECTION I - GENERAL

DEFINITIONS 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 or regulations or policies will include any

amendments or re-enactments thereto, from time to time. In case of any inconsistency between the definitions

given below and the definitions contained in the General Information Document (as defined below), the definitions

given below shall prevail.

Unless the context otherwise indicates, all references to “NDCFS”, “the Company”, “our Company” and “the

Issuer”, are to New Delhi Centre For Sight Limited, a company incorporated in India under the Companies Act

1956 with its Registered Office at B-5/24 Safdarjung Enclave, New Delhi 110 029, Delhi, India. Furthermore,

unless the context otherwise indicates, all references to the terms “we”, “us” and “our” are to New Delhi Centre

For Sight Limited and its Subsidiaries (as defined below) on a consolidated basis.

Company Related Terms

Term Description

NDCFS or Our Company or

the Company or the Issuer

Unless the context otherwise requires, refers to New Delhi Centre For Sight Limited, a public

limited company incorporated under the Companies Act

“we” or “us” or “our” Unless the context otherwise requires, refers to New Delhi Centre For Sight Limited and its

Subsidiaries on a consolidated basis

AoA/Articles of Association

or Articles

The articles of association of our Company, as amended

Associate Company Shri Divyadrashti Laser Clinic Private Limited, which is also one of our Group Companies

Auditors The statutory auditor of our Company, being Rajan Malik & Co., Chartered Accountants

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

CCPS Compulsorily convertible preference shares

CFS Netralaya CFS Netralaya Private Limited

CFS Pharma CFS Pharma and Opticals Private Limited

CRISIL Report A Report titled “Assessment of Eye Care Industry in India” dated June 2015, by CRISIL

Research

Corporate Selling

Shareholders

Matrix I and Matrix II

Corporate Office The corporate office of our Company, at A-23, First Floor, Green Park, Aurobindo Marg, New

Delhi 110 016

Director(s) The director(s) on the Board

Dr. Khunger Eye Care Dr. Khunger Eye Care and Research Centre Private Limited

Dwarka Centre Proposed super-specialty eye care centre located in Dwarka, New Delhi

DDLC Shri Divyadrashti Laser Clinic Private Limited, one of our Group Companies which is also

our Associate Company pursuant to investment made by one of our Subsidiaries, NVLC

Rajkot

Equity Shares The equity shares of our Company of face value of ` 10 each Equity Shareholders The holders of the Equity Shares

ESOP Trust Trust set up pursuant to the employee stock option plan established by our Company

ESOP 2012 The employee stock option plan established by our Company as described in “Capital

Structure” on page 70

Group Companies The Group Companies of our Company, as identified and described in “Our Promoters,

Promoter Group and Group Companies” on page 159

Individual Selling

Shareholders

The Promoter Selling Shareholders and the Other Individual Selling Shareholders

IPO Committee The IPO Committee of the Board of Directors, comprising Dr. Mahipal Singh Sachdev, Dr.

Alka Sachdev and Mr. Shimant Bhushan Chadha constituted on November 6, 2015 to facilitate

the process of the Offer

MoA/Memorandum

of Association

The memorandum of association of our Company, as amended

Matrix I Matrix Partners India Investments, LLC, incorporated under the laws of the Republic of

Mauritius and having its registered office at Suite 218, 2nd Floor, 22 Saint Georges, Port

Louis, Republic of Mauritius

Matrix II Matrix Partners India Investment Holdings, LLC, incorporated under the laws of the Republic

of Mauritius and having its registered office at Suite 218, 2nd Floor, 22 Saint Georges, Port

Louis, Republic of Mauritius NVLC New Vision Laser Centre

2

Term Description

NVLC Hyderabad New Vision Laser Centers (Hyderabad) Private Limited

NVLC Kolkata New Vision Laser Centers (Kolkata) Private Limited

NVLC Rajkot New Vision Laser Centers (Rajkot) Private Limited

Other Individual Selling

Shareholders

Dr. Ritika Sachdev, Dr. Lalit Verma and Dr. Dinesh Talwar

Preference Shares Compulsorily convertible preference shares of our Company

Promoters Dr. Mahipal Singh Sachdev and Dr. Alka Sachdev

Promoter Selling

Shareholders

Dr. Mahipal Singh Sachdev and Dr. Alka Sachdev

Preference Shareholders The holders of the Preference Shares

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

2(1)(zb) of the SEBI ICDR Regulations, as set out in “Our Promoters, Promoter Group and

Group Companies” on page 159

Registered Office The registered office of our Company situated at B-5/24 Safdarjung Enclave, New Delhi 110

029, Delhi, India

Restated Consolidated

Summary Statements

Audited restated consolidated summary statements of assets and liabilities as on June 30, 2015,

March 31, 2015, March 31, 2014, March 31, 2013, March 31, 2012 and March 31, 2011 and

audited restated consolidated summary statements of profits and losses and cash flows for the

three month period ended June 30, 2015 and for each of the fiscal year ended March 31, 2015,

March 31, 2014, March 31, 2013, March 31, 2012 and March 31, 2011 for the Company and

its Subsidiaries

Restated Unconsolidated

Summary Statements

Audited restated unconsolidated summary statements of assets and liabilities as on June 30,

2015, March 31, 2015, March 31, 2014, March 31, 2013, March 31, 2012 and March 31, 2011

and audited restated unconsolidated summary statements of profits and losses and cash flows

for the three month period ended June 30, 2015 and for each of the fiscal year ended March 31,

2015, March 31, 2014, March 31, 2013, March 31, 2012 and March 31, 2011 for the Company

and its Subsidiaries

Restated Summary

Statements

Restated Consolidated Summary Statements and Restated Unconsolidated Summary

Statements collectively

RoC or Registrar of

Companies The Registrar of Companies, National Capital Territory of Delhi and Haryana

SCO Complex Centre A property located at SCO Complex 317, Sector 29, Gurgaon, Haryana, taken on lease for

use as an eye care centre

SMPL Star Medilas Private Limited

SSPL Samir Surgitech Private Limited

Selling Shareholders The Corporate Selling Shareholders, the Promoter Selling Shareholders and the Other

Individual Selling Shareholders

Subsidiaries The subsidiaries of our Company, as identified and described in “History and Certain

Corporate Matters” on page 136

VDPL Vraj Diagnostics Private Limited

Offer Related Terms

Term Description

Allotted/Allotment/Allot The issue, allotment and transfer of Equity Shares to successful Bidders pursuant to this Offer

Allottee A successful Bidder to whom the Equity Shares are Allotted

Allotment Advice The note or advice or intimation of Allotment, sent to each successful Bidder who has been or

is to be Allotted the Equity Shares after approval of the Basis of Allotment by the Designated

Stock Exchange

Anchor Investor A QIB, who applies under the Anchor Investor Portion in accordance with the requirements

specified in the SEBI ICDR Regulations

Anchor Investor Bidding

Date

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

Investors shall open and allocation to the Anchor Investors shall be completed

Anchor Investor Offer Price The final price at which Equity Shares will be Allotted to Anchor Investors in terms of the

Red Herring Prospectus and the Prospectus, which will be a price equal to or higher than the

Offer Price but not higher than the Cap Price. The Anchor Investor Offer Price will be decided

by our Company, the Corporate Selling Shareholders and the Promoter Selling Shareholders

in consultation with the BRLMs

Anchor Investor Portion Up to 60% of the QIB Category, which may be allocated by our Company, the Corporate

Selling Shareholders and the Promoter Selling Shareholders, in consultation with the

BRLMs, to Anchor Investors, on a discretionary basis. 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 Anchor Investor Offer Price

3

Term Description

Application Supported by

Blocked Amount/ ASBA

The application (whether physical or electronic) by an ASBA Bidder to make a Bid

authorizing the relevant SCSB to block the Bid Amount in the relevant ASBA Account

ASBA Account Account maintained with an SCSB and specified in the Bid cum Application Form which

will be blocked by such SCSB to the extent of the appropriate Bid Amount in relation to a

Bid by an ASBA Bidder

ASBA Bid A Bid made by an ASBA Bidder

ASBA Bidder Any Bidder (other than Anchor Investors) who Bids through the ASBA process

Axis Cap Axis Capital Limited

Bankers to the Offer/Escrow

Collection Banks

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

offer, with whom the Escrow Accounts in relation to the Offer will be opened, in this case

being [●]

Basis of Allotment The basis on which the Equity Shares will be Allotted to successful Bidders under the Offer,

described in “Offer Procedure” on page 302

Bid An indication to make an offer during the Bid/Offer Period by a Bidder (including an ASBA

Bidder), or on the Anchor Investor Bidding Date by an Anchor Investor, pursuant to submission

of a Bid cum Application Form, to subscribe for or purchase our Equity Shares at a price within

the Price Band, including all revisions and modifications thereto, to the extent permissible under

the SEBI ICDR Regulations

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 the Offer, less Retail Discount

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 Red Herring Prospectus and the

Prospectus

Bid Lot [●]

Bidder Any prospective investor who makes a Bid pursuant to the terms of the Red Herring Prospectus

and the Bid cum Application Form, including an ASBA Bidder and Anchor Investor

Bid/Offer Closing Date Except in relation to any bids received from Anchor Investors, the date after which the

Syndicate, Registered Brokers and SCSBs shall not accept any Bids for the Offer, which shall

be published in [●] edition of [●] (a widely circulated English national newspaper), [●] edition

of [●] (a widely circulated Hindi national newspaper, Hindi also being the regional language

in the place where our Registered Office in located). Our Company, the Corporate Selling

Shareholders and the Promoter Selling Shareholders, 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, subject to the SEBI ICDR Regulations

Bid/Offer Opening Date Except in relation to any bids received from Anchor Investors, the date on which the Syndicate,

the Registered Brokers and the SCSBs shall start accepting Bids for the Offer, which shall be

published by our Company in the [●] edition of [●] (a widely circulated English national

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

also being the regional language in the place where our Registered Office in located)

Bid/Offer Period Except in relation to Anchor Investors, the period between the Bid/Offer Opening Date and the

Bid/Offer Closing Date, inclusive of both days during which prospective Bidders (excluding

Anchor Investors) can submit their Bids, including any revisions thereof

Book Building Process The book building process as described in Schedule XI of the SEBI ICDR Regulations, in terms

of which the Offer is being made

Book Running Lead

Managers/BRLMs

The book running lead managers to the Offer, in this case being Axis Capital Limited and ICICI

Securities Limited

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

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 respective websites of

the Stock Exchanges

Cap Price The higher end of the Price Band above which the Offer Price and Anchor Investor Offer Price

will not be finalized and above which no Bids will be accepted, including any revisions thereof

Client ID Client identification number of the Bidder’s beneficiary account

Cut-off Price The Offer Price, finalized by our Company, the Corporate Selling Shareholders and the

Promoter Selling Shareholders, in consultation with the BRLMs, which shall be any price

within the Price Band. Only Retail Individual Investors are entitled to Bid at the Cut-off Price.

QIBs (including Anchor Investors) and Non-Institutional Investors are not entitled to Bid at the

Cut-off Price

Demographic Details The details of the Bidders including the Bidders’ address, names of the Bidders’ father/husband,

investor status, occupations and bank account details

Designated Branches Such branches of the SCSBs which may collect the Bid cum Application Form used by ASBA

Bidders, a list of which is available at the website of the SEBI

(http://www.sebi.gov.in/sebiweb/home/list/5/33/0/0/Recognised-Intermediaries) and updated

from time to time

4

Term Description

Designated Date The date on which the Escrow Collection Banks transfer the funds from the Escrow Accounts

to the Public Offer Account(s) or the Refund Account(s), as appropriate, and the Registrar to

the Offer issues instruction to SCSBs for transfer of funds from the ASBA Accounts to the

Public Offer Account(s) in terms of the Red Herring Prospectus, following which the Board

of Directors may Allot Equity Shares to successful Bidders in the Offer

Designated Stock Exchange [●]

DIN Director Identification Number

Draft Red Herring

Prospectus/DRHP

This draft red herring prospectus dated November 30, 2015, filed with the SEBI and issued in

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

the price at which our Equity Shares will be Allotted, including any addenda or corrigenda

thereto

Eligible NRI A non-resident Indian, resident in a jurisdiction outside India where it is not unlawful to make

an offer or invitation under the Offer and in relation to whom the Red Herring Prospectus

constitutes an invitation to subscribe for the Equity Shares

Eligible QFI Qualified Foreign Investors from such jurisdictions outside India where it is not unlawful to

make an offer or invitation under the Offer and in relation to whom the Red Herring Prospectus

constitutes an invitation to purchase the Equity Shares offered thereby and who have opened

dematerialised accounts with SEBI registered qualified depositary participants as QFIs and are

deemed as FPIs under the SEBI FPI Regulations

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

Bidders (excluding ASBA Bidders) will issue cheques or demand drafts in respect of the Bid

Amount when submitting a Bid

Escrow Agreement Agreement to be entered into among our Company, the Selling Shareholders, the Registrar to

the Offer, the BRLMs, the Syndicate Members, the Refund Bank(s) and the Escrow Collection

Bank(s) for collection of the Bid Amounts and where applicable remitting refunds, if any, to

the Bidders (excluding ASBA Bidders), on the terms and conditions thereof

First Bidder The Bidder whose name appears first in the Bid cum Application Form or the Revision Form

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

and the Anchor Investor Offer 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

Fresh Issue Fresh issue of up to [●] Equity Shares aggregating up to ` 1,150 million by our Company as part of the Offer, in terms of this Draft Red Herring Prospectus

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 and included in “Offer Procedure” on page 302

Maximum RII Allottees The maximum number of RIIs who can be allotted the minimum Bid Lot. This is computed

by dividing the total number of Equity Shares available for Allotment to RIIs by the

minimum Bid Lot.

Mutual Fund Portion 5% of the QIB Category (excluding the Anchor Investor Portion) available for allocation to

Mutual Funds only, on a proportionate basis

Net Proceeds Proceeds of the Offer that will be available to our Company, which shall be the gross proceeds

of the Offer less the Offer expenses and the proceeds of the Offer for Sale

Non-ASBA Mechanism RIIs and/or Reserved Categories bidding in their respective reservation portion by paying the

Bid Amount through a cheque or a demand draft

Non-Institutional Category The portion of the Offer, being not more than 15% of the Offer or [●] Equity Shares, available

for allocation on a proportionate basis to Non-Institutional Investors subject to valid Bids being

received at or above the Offer Price

Non-Institutional

Investors/NIIs

All Bidders, including Category III FPIs that are not QIBs (including Anchor Investors) or

Retail Individual Investors who have Bid for Equity Shares for an amount of more than ` 200,000 (but not including NRIs other than Eligible NRIs)

Offer Public offer of up to [●] Equity Shares for cash at a price of ` [●] per Equity Share, aggregating up to ` [●] million, comprising a Fresh Issue of up to [●] Equity Shares, aggregating up to ` 1,150 million, of our Company and an Offer for Sale of up to 2,547,476 Equity Shares, specifically 1,002,857 Equity Shares by the Promoter Selling Shareholders,

40,859 Equity Shares by the Other Individual Selling Shareholders and 1,503,760 Equity

Shares by the Corporate Selling Shareholders, aggregating up to ` [●] million

Our Company is considering a Pre-IPO Placement of up to 1,090,909 Equity Shares

aggregating up to ` 600 million with certain investors. The Pre-IPO Placement is at the discretion of our Company. Our Company will complete the issuance and allotment of Equity

Shares pursuant to the Pre-IPO Placement, if any, prior to the filing of the Red Herring

Prospectus with the RoC. If the Pre-IPO Placement is completed, the Offer size will be

reduced to the extent of such Pre-IPO Placement, subject to the Offer size constituting at

least 25% of the post-Offer paid-up Equity Share capital of our Company

5

Term Description

Offer Agreement The agreement dated November 25, 2015 entered into among our Company, the Selling

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

to the Offer

Offer for Sale Offer for sale of up to 2,547,476 Equity Shares being offered by the Selling Shareholders

pursuant to the Red Herring Prospectus

Offer Price The final price (less Retail Discount, if any) at which Equity Shares will be Allotted to the

successful Bidders (except Anchor Investors), as determined in accordance with the Book

Building Process and determined by our Company, the Corporate Selling Shareholders and

the Promoter Selling Shareholders, in consultation with the BRLMs in terms of the Red

Herring Prospectus on the Pricing Date. A discount of ` [●] on the Offer Price may be offered to Retail Individual Investors. The amount of the Retail Discount will be decided by our

Company, the Corporate Selling Shareholders and the Promoter Selling Shareholders, in

consultation with the BRLMs, and advertised in [●] edition of [●] (a widely circulated English

national newspaper) and [●] edition of [●] (a widely circulated Hindi national newspaper, Hindi

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

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

Stock Exchanges for the purpose of uploading on their website

Price Band Price band of the Floor Price of ` [●] and a Cap Price of ` [●], including revisions thereof. The Price Band and the minimum Bid lot for the Offer will be decided by our Company, the

Corporate Selling Shareholders and the Promoter Selling Shareholders, in consultation with

the BRLMs, and advertised in the [●] edition of [●], a widely circulated English national

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

being the regional language in the place where our Registered Office in located) at least five

Working Days prior to the Bid/Offer 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 website

Pricing Date The date on which our Company, the Corporate Selling Shareholders and the Promoter Selling

Shareholders, in consultation with the BRLMs, shall finalize the Offer Price

Pre-IPO Placement The preferential issue of up to 1,090,909 Equity Shares, aggregating up to ` 600 million with certain investors, which is being considered by our Company. Our Company will complete

the issuance and allotment of Equity Shares pursuant to the Pre-IPO Placement, if any, prior

to the filing of the Red Herring Prospectus with the RoC

Prospectus The Prospectus to be filed with the RoC for this Offer on or after the Pricing Date in accordance

with the provisions of Section 26 of the Companies Act 2013 and the SEBI ICDR Regulations,

containing the Offer Price, the size of the Offer and certain other information, including any

addenda or corrigenda thereto

Public Offer Account The account(s) to be opened with the Banker(s) to the Offer to receive monies from the Escrow

Account(s) and the ASBA Accounts on the Designated Date

QIB Category The portion of the Offer, being 75% of the Offer or [●] Equity Shares available for allocation

to QIBs on a proportionate basis, including the Anchor Investor Portion (in which allocation

shall be on a discretionary basis, as determined by our Company, the Corporate Selling

Shareholders and the Promoter Selling Shareholders, in consultation with the BRLMs),

subject to valid Bids being received at or above the Offer Price

Qualified Institutional Buyers

or QIBs

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

Regulations

Red Herring Prospectus or

RHP

The red herring prospectus to be issued in accordance with Section 32 of the Companies Act

2013 and the SEBI ICDR Regulations, which will not have complete particulars of the price

at which the Equity Shares shall be Allotted and which shall be filed with the RoC at least

three Working Days before the Bid/Offer Opening Date and will become the Prospectus after

filing with the RoC after the Pricing Date, including any addenda or corrigenda thereto

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

the Bid Amount shall be made to the Bidders (excluding ASBA Bidders)

Refund Bank(s) Escrow Collection Bank(s) with whom Refund Account(s) will be opened and from which a

refund of the whole or part of the Bid Amount, if any, shall be made, in this case being [●]

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

members of the Syndicate

Registrar Agreement The agreement dated November 7, 2015, entered into among our Company, the Selling

Shareholders and the Registrar to the Offer in relation to the responsibilities and obligations of

the Registrar to the Offer pertaining to the Offer

Registrar to the Offer Karvy Computershare Private Limited

Retail Category The portion of the Offer, being not more than 10% of the Offer or [●] Equity Shares, available

for allocation to Retail Individual Investors, which shall not be less than the minimum Bid lot,

subject to availability in the Retail Category and the remaining Equity Shares to be Allotted on

a proportionate basis

6

Term Description

Retail Discount A discount of ` [●] that may be offered to Retail Individual Investors, by our Company, the Corporate Selling Shareholders and the Promoter Selling Shareholders, in consultation with

the BRLMs, at the time of making a Bid

Retail Individual Investors/

RIIs

Bidders (including HUFs and Eligible NRIs) whose Bid Amount for Equity Shares in the Offer

is not more than ` 200,000 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 category and Non-Institutional Investors bidding in the Non-Institutional

category 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

Self Certified Syndicate

Banks or SCSBs

The banks registered with the SEBI which offer the facility of ASBA and the list of which is

available on the website of the SEBI


from time to time and at such other websites as may be prescribed by SEBI from time to time

Specified Locations Bidding centres where the Syndicate shall accept Bid cum Application Forms, a list of which

is available on the website of the SEBI


from time to time and at such other websites as may be prescribed by SEBI from time to time

Stock Exchanges BSE Limited and National Stock Exchange of India Limited

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

Selling Shareholders and the Registrar to the Offer in relation to the collection of Bids in the

Offer (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 the SEBI and permitted to carry out activities as an underwriter,

in this case being [●]

Syndicate or members of the

Syndicate

Collectively, the BRLMs and the Syndicate Members

Underwriters The members of the Syndicate

Underwriting Agreement The agreement among our Company, the Selling Shareholders and the Underwriters, to be

entered into on or after the Pricing Date

Working Day(s) Any day, other than a Sunday or a public holiday, on which commercial banks in India are

open for business, provided however, (a) with reference to announcement of Price Band and

Bid/Offer Period, Working Day shall mean all days excluding Saturdays, Sundays and public

holidays, which are working days for commercial banks in India; and (b) for the purpose of

the time period between the Bid/Offer Closing Date and listing of the Equity Shares on the

Stock Exchanges, “Working Days” shall mean all days excluding second and fourth

Saturdays, Sundays and bank holidays in Mumbai in accordance with the SEBI circular no.

CIR/CFD/DIL/3/2010 dated April 22, 2010 and notification F. no4/1/7/2015-IR dated

August 20, 2015 issued by the Department of Financial Services, Ministry of Finance,

Government of India

Conventional and General Terms and Abbreviations

Term Description

AERB Atomic Energy Regulatory Board, Government of India

Air Act Air (Prevention and Control of Pollution) Act, 1981

AIF(s) Alternative Investment Funds

AIOS All India Ophthalmological Society

Authorised Dealers Authorised Dealers registered with RBI under the Foreign Exchange Management (Foreign

Currency Accounts) Regulations, 2000

Banking Regulation Act Banking Regulation Act, 1949

BI Business Intelligence

BOQ Bill of Quantity

BSE BSE Limited

CAGR Compounded Annual Growth Rate

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 offices

CDSL Central Depository Services (India) Limited

Central Sales Tax Act Central Sales Tax Act, 1956

CGHS Guidelines CGHS Guidelines for Continuous Empanelment

CLRA The Contract Labour (Regulation and Abolition) Act, 1970

7

Term Description

Companies Act Companies Act, 1956 (without reference to the provisions thereof that have ceased to have

effect upon notification of the Notified Sections) and the Companies Act, 2013, read with

the rules, regulations, clarifications and modifications thereunder

Companies Act 1956 Companies Act, 1956 (without reference to the provisions thereof that have ceased to have

effect upon notification of the Notified Sections)

Companies Act 2013 Companies Act, 2013, to the extent in force pursuant to the notification of the Notified

Sections, read with the rules, regulations, clarifications and modifications thereunder

Consolidated FDI Policy The current consolidated FDI Policy, effective from May 12, 2015, 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

Depository A depository registered with the SEBI under the Securities and Exchange Board of India

(Depositories and Participants) Regulations, 1996

Depositories Act The Depositories Act, 1996

DDA Delhi Development Authority

DGHS Directorate General of Health Services

DIH Department in hospitals

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

DMHS Directorate of Medical and Health Services

DOS Delhi Ophthalmological Society

DP Depository Participant

DP ID Depository Participant’s identity number

DTC Direct Tax Code, 2013

Environment Protection Act Environment Protection Act, 1986

EBITDA Earnings before interest, tax, depreciation and amortization and it includes other income and

has been reduced by operational bank charges

EPF Act The Employees’ Provident Funds and Miscellaneous Provisions Act, 1952

EPS Earnings per share

ERP Enterprise Resource Planning

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

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

FDI Foreign direct investment

FEMA The Foreign Exchange Management Act, 1999 read with rules and regulations thereunder

FEMA 2000 The Foreign Exchange Management (Transfer or Issue of Security by a Person Resident

Outside India) Regulations, 2000

FIFO First-in, first-out

FII(s) Foreign Institutional Investors as defined under Securities and Exchange Board of India

(Foreign Institutional Investors) Regulations, 2000, registered with the SEBI under

applicable laws in India and deemed as FPIs under the SEBI FPI Regulations

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

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

provided that any QFI or FII who holds a valid certificate of registration shall be deemed to

be an FPI until the expiry of the block of three years for which fees have been paid as per the

Securities and Exchange Board of India (Foreign Institutional Investors) Regulations, 1995

FICCI Federation of Indian Chambers of Commerce and Industry

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

India (Foreign Venture Capital Investors) Regulations, 2000) registered with SEBI

GDP Gross Domestic Product

GoI The Government of India

Hazardous Wastes Rules Hazardous Wastes (Management, Handling and Transboundary Movement) Rules, 2008

HUF(s) Hindu Undivided Family(ies)

HMIS Hospital Management Information System

ICAI Indian Institute of Chartered Accountants

IFSC Indian Financial System Code

IFRS International Financial Reporting Standards

Income Tax Act Income Tax Act, 1961

IND(AS) The Indian Accounting Standards referred to in the Companies (Indian Accounting Standard)

Rules, 2015

Indian GAAP Generally Accepted Accounting Principles in India

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

8

Term Description

IRDA Insurance Regulatory and Development Authority

ISDA International Swaps and Derivatives Association

LIBOR London Interbank Offered Rate

MCA The Ministry of Corporate Affairs, GoI

Medical Code Indian Medical Council (Professional Conduct, Etiquette and Ethics) Regulations, 2002

MCI Medical Council of India

Minimum Wages Act Minimum Wages Act, 1948

MoEF Ministry of Environment and Forests, Government of India

MoH Ministry of Health, Government of India

Mn Million

Mutual Funds Mutual funds registered with the SEBI under the Securities and Exchange Board of India

(Mutual Funds) Regulations, 1996

NAV Net asset value

Notified Sections The sections of the Companies Act 2013 that have been notified by the MCA and are currently

in effect

NR/ Non-resident A person resident outside India, as defined under the FEMA and includes a Non-resident

Indian

NRE Account Non-Resident External Account established and operated in accordance with the FEMA

NRI Non-Resident Indian

NRO Account Non-Resident Ordinary Account established and operated in accordance with the FEMA

NSDL National Securities Depository Limited

NSE The National Stock Exchange of India Limited

OPD Out-patient department

OPD Clinics Out-patient clinics

OT Operation Theatre

P/E Ratio Price/Earnings Ratio

PAN Permanent account number

Payment of Bonus Act Payment of Bonus Act, 1965

Payment of Gratuity Act Payment of Gratuity Act, 1972

PAT Profit after tax

PCB Pollution Control Board

PIL Public Interest Litigation

PPP Public private partnership

Public Liability Act Public Liability Insurance Act, 1991

PWD Public Works Department of state governments

QCI Quality Council of India

QFI(s) Qualified Foreign Investor(s) as defined under the SEBI FPI Regulations

RBI The Reserve Bank of India

ROI Return on Investment

SCRR The Securities Contracts (Regulation) Rules, 1957

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

SEBI Act The 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 The Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements)

Regulations, 2009

SEBI Listing Regulations Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements)

Regulations, 2015 notified on September 2, 2015

STT Securities Transaction Tax

Takeover Regulations The Securities and Exchange Board of India (Substantial Acquisition of Shares and

Takeovers) Regulations, 2011

US$ or USD or US Dollar United States Dollar, the official currency of the United States of America

USA or U.S. or US United States of America

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

U.S. FDA United States Food and Drug Administration

U.S. Securities Act The United States Securities Act, 1933

VAT Value Added Tax

Wages Act Payment of Wages Act, 1936

Water Act Water (Prevention and Control of Pollution) Act, 1974

Workmen’s Compensation

Act

Workmen’s Compensation Act, 1923

9

Term Description

VCFs Venture capital funds as defined in and registered with the SEBI under the Securities and

Exchange Board of India (Venture Capital Fund) Regulations, 1996 or the Securities and

Exchange Board of India (Alternative Investment Funds) Regulations, 2012, as the case may

be

Industry Related Terms

Term Description

CGHS Central Government Health Scheme

CTRI The Clinical Trials Registry-India

ECHS Ex-servicemen Contributory Health Scheme

ICU Intensive Care Unit

IDF International Diabetes Federation

IOL Intraocular Lens

IPD In-patient department

IRDA Insurance Regulatory and Development Authority

LASIK Laser-Assisted in situ Keratomileusis

MD Doctor of Medicine

OPD Out-patient department

OT Operation theatre

SMILE Form of flapless corneal refractive surgery – small incision lenticule extraction

TPA Third Party Administrator

WHO World Health Organization

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 “Companies Act”), the Securities and Exchange Board of India Act, 1992 (the

“SEBI Act”), the SCRA, the Depositories Act and the rules and regulations made thereunder.

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

Benefits”, “Industry Overview”, “Key Regulations and Policies in India”, “Financial Statements”,

“Outstanding Litigation and Material Developments” and “Part B” of “Offer Procedure”, will have the meaning

ascribed to such terms in these respective sections.

10

CERTAIN CONVENTIONS, USE OF FINANCIAL INFORMATION AND MARKET DATA AND

CURRENCY OF PRESENTATION

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 indicated otherwise, the financial data in this Draft Red Herring Prospectus is derived from our Restated

Consolidated Summary Statements and Restated Unconsolidated Summary Statements for the three month period

ended June 30, 2015 and for the fiscals 2015, 2014, 2013, 2012 and 2011, prepared in accordance with the

Generally Accepted Accounting Principles in India (the “Indian GAAP”) and the Companies Act, and restated

in accordance with the SEBI ICDR Regulations.

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. For details, see “Risk Factors – Significant differences

exist between Indian GAAP and other accounting principles, such as US GAAP and IFRS, which may be

material to investors’ assessment of our financial condition and results of operations” on page 40.

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. 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.

Industry and Market Data

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

obtained from various industry publications and sources, including CRISIL Report titled “Assessment of Eye Care

Industry in India” dated June 2015, by CRISIL Research (the “CRISIL Report”). Industry publications generally

state that the information contained in such publications has been obtained from publicly available documents

from various sources believed to be reliable but their accuracy and completeness are not guaranteed and their

reliability cannot be assured. Accordingly, no investment decisions should be made based on such information.

Although we believe that the industry and market data used in this Draft Red Herring Prospectus is reliable, it has

not been independently verified by us or the BRLMs or the Selling Shareholders or any of their affiliates or

advisors. The data used in these sources may have been reclassified by us for the purposes of presentation. Data

from these sources may also not be comparable. The extent to which the industry and market data presented in

this Draft Red Herring Prospectus is meaningful depends upon 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 market

and industry sources.

11

Such data involves risks, uncertainties and numerous assumptions and is subject to change based on various

factors, including those discussed in “Risk Factors” on page 13.

Certain information in the chapters titled “Summary of Industry”, “Summary of Business”, “Industry Overview”

and “Our Business” of this Draft Red Herring Prospectus have been obtained from CRISIL Research which has

issued the following disclaimer:

“CRISIL Research, a division of CRISIL Limited (CRISIL), has taken due care and caution in preparing this

Report based on the information obtained by CRISIL from sources which it considers reliable (Data). However,

CRISIL does not guarantee the accuracy, adequacy or completeness of the Data / Report and is not responsible

for any errors or omissions or for the results obtained from the use of Data / Report. This Report is not a

recommendation to invest / disinvest in any company covered in the Report. CRISIL especially states that it has

no financial liability whatsoever to the subscribers / users / transmitters / distributors of this Report. CRISIL

Research operates independently of, and does not have access to information obtained by CRISIL’s Ratings

Division / CRISIL Risk and Infrastructure Solutions Limited (CRIS), which may, in their regular operations,

obtain information of a confidential nature. The views expressed in this Report are that of CRISIL Research and

not of CRISIL’s Ratings Division / CRIS. No part of this Report may be published / reproduced in any form without

CRISIL’s prior written approval.”

Currency and Units of Presentation

All references to “Rupees” or “`” or “Rs.” are to Indian Rupees, the official currency of the Republic of India. All references to “US$”, “U.S. Dollar”, “USD” or “U.S. Dollars” are to United States Dollars, the official

currency of the United States of America.

All figures have been expressed in millions. One million represents ‘10 lakhs’ or 1,000,000. However, where any

figures that may have been sourced from third-party industry sources are expressed in denominations other than

millions in their respective sources, such figures appear in this Draft Red Herring Prospectus expressed in such

denominations as provided in such respective sources.

Exchange Rates

This Draft Red Herring Prospectus contains conversions of U.S. Dollars into Indian Rupees that have been

presented solely to comply with the requirements of the SEBI ICDR Regulations. These conversions should not

be construed as a representation that such currency amounts could have been, or can be converted into Indian

Rupees, at any particular rate, or at all.

The exchange rates of U.S. Dollars as on June 30, 2015, March 31, 2015, March 28, 2014, March 28, 2013, March

30, 2012 and March 31, 2011 are provided below.

(in `)

Currency Exchange rate

as on June 30,

2015

Exchange rate

as on March

31, 2015

Exchange rate

as on March

28, 2014*

Exchange rate

as on March

28, 2013**

Exchange rate

as on March

30, 2012***

Exchange rate

as on March

31, 2011

1 USD 63.75 62.59 60.10 54.39 51.16 44.65

1 YEN 52.07 52.11 58.83 57.76 62.43 54.02

1 EURO 71.20 67.51 82.58 69.54 68.34 63.24 Source: RBI Reference Rate, except otherwise specified * Exchange rate as on March 28, 2014, as RBI Reference Rate is not available for March 31, 2014, March 30, 2014 and March 29, 2014

being a public holiday, a Sunday and a Saturday, respectively. ** Exchange rate as on March 28, 2013, as RBI Reference Rate is not available for March 31, 2013, March 30, 2013 and March 29, 2013

being a Sunday, Saturday and a public holiday, respectively.

*** Exchange rate as on March 30, 2012, as RBI Reference Rate is not available for March 31, 2012 being a Saturday.

12

FORWARD-LOOKING STATEMENTS

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

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

“intend”, “likely to” “objective”, “plan”, “project”, “will continue”, “seek to”, “will pursue” or other words or

phrases of similar import. Similarly, statements which describe our strategies, objectives, plans or goals are also

forward-looking statements.

These forward-looking statements are based on our current plans, estimates and expectations and actual results

may differ materially from those suggested by such 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. Important factors that would cause actual results

to differ materially include, but are not limited to:

Our ability to recruit and retain sufficient numbers of adequately skilled and trained doctors;

Our dependence on our healthcare professionals and our ability to recruit and retain them;

Successful implementation of our expansion strategy to open new centres across India;

Successful integration of the businesses that we acquire and ability to retain doctors at centres that we have acquired;

Our ability to compete effectively against existing and new competitors;

Our ability to keep pace with constantly evolving ophthalmic technology; and

Our dependence on the leadership and services of our Chairman and Managing Director, Dr. Mahipal Singh Sachdev.

For a further discussion of factors that could cause our actual results to differ, see “Risk Factors”, “Our Business”

and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” on pages 13,

116 and 237, 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 future gains or losses could

materially differ from those that have been estimated. Forward-looking statements reflect our current views as on

the date of this Draft Red Herring Prospectus and are not a guarantee of future performance. Although we believe

that the assumptions on which such statements are based are reasonable, any such assumptions as well as the

statement based on them could prove to be inaccurate.

Neither our Company, nor the Selling Shareholders, nor the Syndicate, nor any of their respective affiliates will

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 BRLMs will ensure that investors in India are informed of material developments as

required under applicable Law or relevant within the context of the Offer, until the receipt of final listing and

trading approvals for the Equity Shares pursuant to the Offer.

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SECTION II - RISK FACTORS

Any investment in equity securities involves a high degree of risk. You should carefully consider all of the

information in this Draft Red Herring Prospectus, including the risks and uncertainties described below, before

making an investment in our Equity Shares. To obtain a more complete understanding, you should read this

section together with “Our Business” and “Management’s Discussion and Analysis of Financial Condition

and Results of Operations” on pages 116 and 237, respectively, as well as the other financial and statistical

information contained in this Draft Red Herring Prospectus.

Any of the following risks, as well as the other risks and uncertainties discussed in this Draft Red Herring

Prospectus, could have an adverse effect on our business, financial condition, results of operations and prospects

and could cause the trading price of our Equity Shares to decline, which could result in the loss of all or a part of

your investment. The risks and uncertainties described in this section are not the only risks that we may face.

Additional risks and uncertainties not known to us or that we currently believe to be immaterial may also have an

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

This Draft Red Herring Prospectus contains forward-looking statements that involve risks 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 and elsewhere in this Draft Red Herring Prospectus.

The financial and other related implications of risks concerned, wherever quantifiable, have been disclosed in the

risk factors mentioned below. However, there are certain risk factors where the effect is not quantifiable and hence

has not been disclosed in such risk factors. You should not invest in this offering unless you are prepared to accept

the risk of losing all or part of your investment, and you should consult your tax, financial and legal advisors

about the particular consequences to you of an investment in the Equity Shares.

The financial information in this section is, unless otherwise stated, derived from our Consolidated Restated

Financial Statements prepared in accordance with Indian GAAP, as per the requirements of the Companies Act

2013 and SEBI ICDR Regulations.

The risk factors have been determined on the basis of their materiality. Some events may not be material

individually but may be found to be material collectively, some events may have a material impact qualitatively

instead of quantitatively and some events may not be material at present but may have material impacts in the

future.

In this Draft Red Herring Prospectus, references to “our” network of “centres” includes 51 facilities as on

September 30, 2015. These include 23 eye care centres, four ophthalmology departments operated and managed

by us, which are located within third party hospitals (known as Departments in Hospitals, or “DIH” centres),

and three out-patient clinics. In addition, we operate 14 standalone LASIK centres, as well as seven LASIK

facilities located within eye hospitals owned by third parties.

Internal Risk Factors

1. Our inability to recruit and retain sufficient numbers of adequately trained and skilled doctors may adversely affect our business, financial condition, results of operations and prospects.

The success of our business depends significantly on our ability to recruit and retain sufficient numbers of

adequately trained and skilled doctors at our centres. Moreover, the healthcare services sector in general

and the field of ophthalmology in particular are characterized not only by high dependency on doctors but

also by high attrition rates. The average attrition rate among our consultant ophthalmologists in the three

fiscals preceding the date of this Draft Red Herring Prospectus was approximately 19.10% across our

network of centres.

Factors that doctors may consider when deciding where to practice may include emoluments and

incentives, the reputation of the healthcare establishment, the quality of medical equipment and supporting

infrastructure made available to them, opportunities for cross-specialization, sufficient number of patients

and surgeries made available to them, and conference or academic exposure that they get, the locations

where they practice, as well as personal factors such as their own health and age. We may not be able to

compete with other healthcare providers on all such factors. In the recent past, a number of healthcare

service providers in India have encountered challenges such as unrest and disruptions in services caused

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by unsatisfied doctors. Although we have not faced any work stoppages or unrest in the past, we cannot

assure you that we will not be subject to work stoppages, unrest or other types of conflicts with our doctors

in the future, and that any such events will not disrupt our operations.

The loss of a significant number of our doctors at the same time, or the inability to attract sufficient numbers

of qualified doctors for new centres to be set up by us in the future or for any expansions of our existing

centres in the future, could adversely affect our business, financial condition, results of operations and

prospects. Patients may be drawn to seek our services on account of the reputation of our key doctors and

our inability to retain such key doctors at such locations may adversely impact our ability to operate

profitably at such locations. For instance, since fiscal 2013, we have closed a total of 12 centres, which

may be attributed to, among other factors, challenges in retaining key doctors at such locations, for a variety

of reasons, including their health and, therefore, the ability to continue to practice on the part of those

individuals that had been previously engaged by us to practice at such locations.

Although we have entered into long term agreements with most of our key doctors with the objective of

limiting attrition, we cannot assure you that our doctors will honor the terms of our agreements with them

and will not prematurely terminate such agreements. Our failure to retain such key individuals may

adversely affect our business, financial condition, results of operations and prospects.

2. Our business operations are dependent on other healthcare professionals, such as adequately trained nurses, ophthalmic technicians and optometrists, and our inability to recruit and retain them may


The success of our business depends, in part, on our ability to recruit, train and retain sufficient numbers

of adequately qualified and experienced healthcare professionals at our centres, such as registered nurses,

ophthalmic technicians and optometrists. Factors that such healthcare professionals may consider when

deciding where to work may include emoluments and incentives, the reputation of the healthcare

establishment, the quality of medical equipment and supporting infrastructure made available to them,

opportunities for career growth, the locations where they are to work, as well as personal factors such as

their own health and age. We may not be able to compete with other healthcare providers on all such

factors. Being engaged in the services sector, we believe that understaffing at any of our centres, as well

as our employees having less than optimal experience, may severely impact the quality of eye care services

that we strive to provide to all of our patients across our centres. Given the demand and competition for

talent in our industry, particularly for qualified healthcare professionals, we may need to offer higher

compensation and other benefits in order to attract and retain our healthcare professionals in the future,

which could increase our compensation expenses. The average attrition rate among our healthcare

professionals, excluding doctors, in the three fiscals preceding the date of this Draft Red Herring Prospectus

was approximately 32% across our network of centres.

Moreover, we believe that the Indian healthcare sector in general is characterized by significant employee

unrest and that a number of other healthcare service providers in India have in the past encountered

challenges such as disruptions in services caused by their unsatisfied employees. Although we have not

faced work stoppages or labor unrest in the past, we cannot assure you that we will not be subject to work

stoppages, strikes or other types of conflicts with our employees or contract workers in the future, and that

any such events will not disrupt our operations. Further, we cannot assure you that our employees will not

unionize in the future, and that we will not incur significant additional costs towards satisfying demands

for wage increases or other employee benefits as may be demanded in the future. Any such event may


3. We may not be able to successfully implement our expansion strategy to open new centres across India, which could adversely affect our business, financial condition, results of operations and prospects.

Our growth depends on our ability to open profitable new centres, in areas where we do not yet have a

presence, or a significant presence. The challenges and execution risks that we may encounter in this

relation may include the following:

our inability to identify suitable locations to open new centres or, in the case of possible future inorganic growth, our inability to identify suitable targets for acquisition, including in view of our

assessment of local demographics, local demand for our services, etc.;

15

difficulties in establishing our brand and value proposition in newer markets, including as a result of existing or new competitors having existing facilities or opening new facilities proximate to our

centres, including our ability to effectively advertise and undertake promotional activities;

our access to, and cost of, capital to fund pre-opening expenses including construction costs, and the cost of upgradation of at the centres, as well as our ability to control expenses and prevent delays

or cost overruns;

our ability to continue to provide a high quality of care in our existing and new centres;

our ability to obtain necessary regulatory approvals, registrations, accreditations and empanelments;

our ability to negotiate the rental arrangements for new centres to be set up in leased premises on terms and in a manner that we consider commercially acceptable;

our ability to recruit and retain suitable numbers of appropriately skilled and trained clinicians, ophthalmologists and other staff for our new locations, as well as to provide necessary on-the-job

training to enable such persons to provide a consistently high level of care at each of our centres;

the proximity of a potential site for a new centre to an existing facility;

source sufficient levels of inventory at acceptable costs to meet the needs of new centres;

our ability to successfully integrate new or newly acquired centres into our existing operations, or difficulty in managing widespread operations across several locations, including staffing and

administrative concerns; and

our ability to manage and update our accounting, human resources and other administrative systems, management information systems and internal controls across our network.

Any of the factors discussed above could adversely affect our margins, or extend the time taken for us to

achieve profitability at a new location, or require us to significantly increase our advertising costs and

promotional activities, or cause us to ultimately relocate or even close any of our centres, as a result of

which, our business, financial condition, results of operations and prospects may be adversely affected.

In addition, we propose to open many of our new centres in geographies in which we currently have limited,

or no, presence. Our expansion into these newer markets may present competitive, logistical and

operational challenges that are different from those we currently encounter in our existing markets. Our

failure to successfully meet any of these challenges could adversely affect our business, financial condition,

results of operations and prospects.

4. We may not be able to successfully integrate businesses that we acquire, or retain doctors at the centres that we have acquired.

Our growth strategy involves the acquisition of established medical centres and expansion into new

geographical regions in India. Recently, we have entered into a memorandum of understanding with a

south India based company, which runs an eye care centre and has three OPD clinics, for the purchase of

a minimum of 51% of its equity share capital. Further, in the past, we had acquired 70% shareholding in

our subsidiaries, NVLC Hyderabad, NVLC Rajkot and Shree Hi-Tech and have, in September 2015,

entered into an agreement to acquire 100% shareholding in these subsidiaries, for which the consideration

is intended to be partly paid from the Net Proceeds. Further, in the past, we had acquired 56.67%

shareholding in our subsidiary, CFS Netralaya, and have, in November 2015, entered into an agreement to

acquire the balance of the paid up share capital of CFS Netralaya, from Dr. Roop and Dr. Sangeeta, such

that CFS Netralaya will become a wholly owned subsidiary of the Company, for which the consideration

is to be paid from the Net Proceeds. For more information, see “History and Certain Corporate Matters”

on page 136 and “Objects of the Offer” on page 86.

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The process of integrating acquired businesses involve various risks including challenges in integrating the

systems of the acquired entity(ies) with our own and in extending and preserving a uniform work ethic in

respect of our integrated operations and difficulties in influencing and maintaining the quality of medical

standards and practices at the acquired centres. We may be unable to attract and retain key doctors or

clinicians in the centres that we acquire and, as a result, we may not be able to retain patients who have

been loyal to those doctors in the past, or who were drawn to such centres on account of the reputation of

those doctors. In the event of our failure to successfully integrate any acquired businesses or failure to

retain key doctors at our newly acquired centres, our reputation and brand value may be impaired or our

local market share, revenues and operating efficiencies may be less than we had anticipated at the time of

our acquisition or than what we may have achieved if we had not acquired such businesses.

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