super religare laboratories limited our company was ... company is considering a private placement...

DRAFT RED HERRING PROSPECTUS

Dated February 15, 2011

Please read Section 60B of the Companies Act, 1956

100% Book Building Issue

Super Religare Laboratories Limited

Our Company was incorporated under the Companies Act, 1956, as amended (the Companies Act) as SpecialtyRanbaxy Private Limited, a private limited company, pursuant to a certificate of

incorporation dated July 7, 1995, issued by the Registrar of Companies, National Capital Territory of Delhi and Haryana (RoC). On March 30, 1996 the word Private was deleted from our name. The

name of our Company was subsequently changed to SRL Ranbaxy Limited pursuant to a special resolution of our shareholders dated June 3, 2002. The name of our Company was changed to its present

name pursuant to a special resolution of the shareholders of our Company dated August 14, 2008 and a fresh certificate of incorporation was granted to our Company by the RoC on August 28, 2008. The

corporate identification number of our Company is U74899DL1995PLC070603. For further details in relation to the change in name of our Company, see the section titled History and Corporate

Structure on page 90.

Registered and Corporate Office: Plot No. D-3, A Wing, 2nd

Floor, District Centre, Saket, New Delhi 110 017, India

Telephone: (91 11) 4229 5333; Facsimile: (91 11) 4229 5395

For details in relation to change in our Registered Office, see the section titled History and Corporate Structure on page 90. Contact Person and Compliance Officer: Mr. Ankush Agarwal; Telephone: (91 120) 3394011; Facsimile: (91 120) 339 4020/ 339 4109;

Email: [email protected]; Website: www.srl.in

PROMOTERS OF OUR COMPANY: MR. MALVINDER MOHAN SINGH, MR. SHIVINDER MOHAN SINGH, MALAV HOLDINGS PRIVATE LIMITED, SHIVI HOLDINGS PRIVATE LIMITED, OSCAR

INVESTMENTS LIMITED AND MAPLE LEAF BUILDCON PRIVATE LIMITED

PUBLIC ISSUE OF UP TO 28,000,000 EQUITY SHARES OF FACE VALUE OF ` 10 EACH (EQUITY SHARES) OF SUPER RELIGARE LABORATORIES LIMITED (THE COMPANY OR THE ISSUER) FOR CASH AT A PRICE OF ` [] PER EQUITY SHARE INCLUDING A SHARE PREMIUM OF ` [] PER EQUITY SHARE, AGGREGATING ` [] MILLION (THE ISSUE). THE ISSUE SHALL CONSTITUTE 35.00 % OF THE FULLY DILUTED POST-ISSUE PAID UP CAPITAL OF THE COMPANY.

Our Company is considering a private placement of up to 8,000,000 Equity Shares, for cash consideration aggregating up to ` 1,600 million, at its discretion prior to filing of the Red Herring Prospectus with the RoC (Pre-IPO Placement). If the Pre-IPO Placement is completed, the Issue size offered to the public would be reduced to the extent of such Pre-IPO Placement, subject to a minimum Issue size of 25% of the post Issue paid-up capital being

offered to the public.

THE FACE VALUE OF THE EQUITY SHARES IS ` 10 THE PRICE BAND AND THE MINIMUM BID LOT SIZE WILL BE DECIDED BY THE COMPANY IN CONSULTATION WITH THE BOOK RUNNING LEAD MANAGERS AND WILL BE

ADVERTISED AT LEAST TWO WORKING DAYS PRIOR TO THE BID OPENING DATE

In case of any revision in the Price Band, the Bidding Period shall be extended for atleast three additional Working Days after such 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, shall be widely disseminated by notification to the Self Certified Syndicate Banks (SCSBs), the National Stock Exchange of India Limited (the NSE) and the Bombay Stock

Exchange Limited (the BSE), by issuing a press release and also by indicating the change on the website of the Book Running Lead Managers and at the terminals of the Syndicate Members.

The Issue is being made through the 100% Book Building Process in accordance with the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2009, as amended (the SEBI Regulations), wherein

up to 50% of the Issue shall be allocated on a proportionate basis to Qualified Institutional Buyers (QIBs). Our Company may, in consultation with the Book Running Lead Managers, allocate up to 30% of the QIB Portion to Anchor Investors at

the Anchor Investor Allocation Price, on a discretionary basis, out of which at least one-third will be available for allocation to domestic Mutual Funds only. In the event of under-subscription or non-allocation in the Anchor Investor Portion, the

balance Equity Shares shall be added to the Net QIB Portion. Such number of Equity Shares representing 5% of the Net QIB Portion shall be available for allocation on a proportionate basis to Mutual Funds only. The remainder of the Net QIB

Portion shall be available for allocation on a proportionate basis to QIBs including Mutual Funds, subject to valid Bids being received from them at or above the Issue Price. However, if the aggregate demand from Mutual Funds is less than 5% of the

Net QIB Portion, the balance Equity Shares available for allocation in the Mutual Fund Portion will be added to the Net QIB Portion and allocated proportionately to QIBs in proportion to their Bids. 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 from them at or

above the Issue Price. All Investors, except Anchor Investors, may participate in this Issue through the Application Supported by Blocked Amount (ASBA) process by providing the details of their respective bank accounts in which the

corresponding Bid Amounts will be blocked by the SCSBs. Specific attention is invited to the section titled Issue Procedure on page 355.

RISKS IN RELATION TO FIRST ISSUE

This being the first public issue of the Issuer, there has been no formal market for the Equity Shares. The face value of the Equity Shares is ` 10 and the Floor Price is [] times of the face value and the Cap Price is [] times of the face value. The Issue Price (as determined and justified by our Company in consultation with the Book Running Lead Managers, as stated in the section titled Basis for the Issue Price on page 44) should not be taken to be indicative of the

market price of the Equity Shares after such Equity Shares are listed. No assurance can be given regarding an active and/or sustained trading in the Equity Shares or regarding the price at which the Equity Shares will be traded after listing.

GENERAL RISKS

Investments in equity and equity-related securities involve a degree of risk and investors should not invest any funds in this Issue unless they can afford to take the risk of losing their entire investment. Investors are advised to read the risk

factors carefully before taking an investment decision in this Issue. For taking an investment decision, investors must rely on their own examination of the Issuer and this Issue, including the risks involved. The Equity Shares have not been

recommended or approved by the Securities and Exchange Board of India (SEBI), nor does SEBI guarantee the accuracy or adequacy of the contents of this Draft Red Herring Prospectus. Specific attention of the investors is invited to

section titled Risk Factors on page xiii.

ISSUERS 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 this Issue, which is material in the context of this

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.

IPO GRADING

This Issue has been graded by [] and has been assigned the IPO Grade []/5 indicating [] in its letter dated [], 2011. The IPO grading is assigned on a five point scale from 1 to 5 with IPO Grade 5/5 indicating strong fundamentals

and IPO Grade 1/5 indicating poor fundamentals. For more information on IPO grading, see the sections titled General Information, Other Regulatory and Statutory Disclosures and Material Contracts and Documents for

Inspection on pages 14, 335 and 414 respectively.

LISTING ARRANGEMENT

The Equity Shares offered through this Draft Red Herring Prospectus are proposed to be listed on the NSE and the BSE. Our Company has received in-principle approvals from the NSE and the BSE for listing of the Equity Shares pursuant

to their letters dated [] and [], respectively. For the purposes of this Issue, the [] shall be the Designated Stock Exchange.

BOOK RUNNING LEAD MANAGERS REGISTRAR TO THE ISSUE

NOMURA FINANCIAL ADVISORY & SECURITIES (INDIA)

PRIVATE LIMITED

Ceejay House, Level 11, Dr. Annie Besant Road, Worli,

Mumbai 400 018, India.

Telephone : (91 22) 4037 4037

Facsimile: (91 22) 4037 4111

E-mail: [email protected]

Investors Grievance Email: investorgrievances-

[email protected]

Website: http://www.nomura.com/asia/services/capital_raising/equit

y.shtml

Contact Person: Mr. Shreyance Shah

SEBI Registration No: INM000011419

KOTAK MAHINDRA CAPITAL COMPANY LIMITED

1st Floor, Bakhtawar,

229, Nariman Point, Mumbai - 400 021, India

Telephone : (91 22) 6634 1100

Facsimile: (91 22) 2283 7517


Investors Grievance Email:

[email protected]

Website: www.investmentbank.kotak.com

Contact Person: Mr. Chandrakant Bhole


RELIGARE CAPITAL MARKETS LIMITED*

GYS Infinity, Paranjpe, B Scheme, Subhash Road

Vile Parle (East), Mumbai 400 057

Telephone: (91 22) 6766 3400

Fascimile: (91 22) 6766 3600


Investor Grievance ID: [email protected]

Website: www.religarecm.com

Contact Person: Mr. Kunur Bavishi


KARVY COMPUTERSHARE PRIVATE LIMITED

Plot no. 17 24, Vittal Rao Nagar

Madhapur

Hyderabad 500 081, India

Toll Free: 1-800-3454001

Telephone: (91 40) 4465 5000

Facsimile: (91 40) 2343 1551

Email: [email protected]

Website: http:\\karisma.karvy.com

Contact Person: Mr. M Murali Krishna

SEBI Registration No.: INR000000221

BID/ISSUE PROGRAMME**

BID OPENING DATE: [] BID CLOSING DATE: []

QIB BID CLOSING DATE: [] * Religare Capital Markets Limited (RCM) is a subsidiary of Religare Enterprises Limited (REL). As there are common promoters and common directors between REL and our Company, RCM is deemed to be our

associate as per the Securities and Exchange Board of India (Merchant Bankers) Regulations, 1992, as amended (Merchant Bankers Regulations). RCM has signed the due diligence certificate and accordingly been

disclosed as a Book Running Lead Manager. Further, in compliance with the provision to Regulation 21A(1) and explanation to Regulation 21A(1) of the Merchant Bankers Regulations, read with Regulation 110 and

Schedule XX of the SEBI Regulations, RCM would be involved only in marketing of the Issue. ** Our Company may consider participation by Anchor Investors. Anchor Investor shall Bid on Anchor Investor Bidding Date.

TABLE OF CONTENTS

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

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

CURRENCY OF PRESENTATION .......................................................................................................... X FORWARD-LOOKING STATEMENTS ................................................................................................ XII

SECTION II RISK FACTORS ........................................................................................................... XIII

SECTION III INTRODUCTION ............................................................................................................. 1

SUMMARY OF INDUSTRY ...................................................................................................................... 1 SUMMARY OF BUSINESS ....................................................................................................................... 3 THE ISSUE ................................................................................................................................................. 8 SUMMARY FINANCIAL INFORMATION .............................................................................................. 9 GENERAL INFORMATION .................................................................................................................... 14 CAPITAL STRUCTURE .......................................................................................................................... 24 OBJECTS OF THE ISSUE ........................................................................................................................ 36 BASIS FOR THE ISSUE PRICE ............................................................................................................... 44 STATEMENT OF TAX BENEFITS ......................................................................................................... 46

SECTION IV ABOUT THE COMPANY ............................................................................................. 55

INDUSTRY OVERVIEW ......................................................................................................................... 55 OUR BUSINESS ....................................................................................................................................... 63 REGULATIONS AND POLICIES ........................................................................................................... 84 HISTORY AND CORPORATE STRUCTURE ........................................................................................ 90 OUR MANAGEMENT ........................................................................................................................... 109 OUR PROMOTERS AND PROMOTER GROUP .................................................................................. 128 OUR GROUP COMPANIES .................................................................................................................. 138 RELATED PARTY TRANSACTIONS .................................................................................................. 190 DIVIDEND POLICY .............................................................................................................................. 191

SECTION V FINANCIAL INFORMATION ...................................................................................... F-1

FINANCIAL INFORMATION OF OUR COMPANY ........................................................................... F-1 FINANCIAL INFORMATION OF PIRAMAL DIAGNOSTIC SERVICES PRIVATE LIMITED ..... F-69 PRO-FORMA FINANCIAL INFORMATION ..................................................................................... F-91 MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND

RESULTS OF OPERATIONS OF OUR COMPANY ............................................................................ 192 FINANCIAL INDEBTEDNESS ............................................................................................................. 216

SECTION VI LEGAL AND OTHER INFORMATION ....................................................................230

OUTSTANDING LITIGATION AND MATERIAL DEVELOPMENTS .............................................. 230 GOVERNMENT AND OTHER APPROVALS ...................................................................................... 305 OTHER REGULATORY AND STATUTORY DISCLOSURES ........................................................... 335

SECTION VII ISSUE INFORMATION ..............................................................................................348

TERMS OF THE ISSUE ......................................................................................................................... 348 ISSUE STRUCTURE .............................................................................................................................. 351 ISSUE PROCEDURE ............................................................................................................................. 355

SECTION VIII MAIN PROVISIONS OF THE ARTICLES OF ASSOCIATION .........................388

SECTION IX OTHER INFORMATION .............................................................................................414

MATERIAL CONTRACTS AND DOCUMENTS FOR INSPECTION ................................................. 414 DECLARATION ..................................................................................................................................... 417

i

SECTION I GENERAL

DEFINITIONS AND ABBREVIATIONS

Unless the context otherwise indicates, requires or implies, the following terms shall have the following

meanings in this Draft Red Herring Prospectus. References to statutes, rules, regulations, guidelines and

policies will be deemed to include all amendments and modifications notified thereto.

Company Related Terms

Term Description

Articles/ Articles of Association The articles of association of our Company, as amended.

Auditor The statutory auditor of our Company, being S.R. Batliboi & Co., Chartered

Accountants

Board/ Board of Directors/ our

Board

The board of directors of our Company, as duly constituted from time to time, or

committees thereof.

Company/ Issuer/ SRL Super Religare Laboratories Limited, a public limited company incorporated

under the Companies Act.

Corporate Office The corporate office of our Company, presently located at Plot No. D-3, A Wing

2nd Floor, District Centre, Saket, New Delhi 110 017, India.

Director(s) The director(s) on our Board.

ESOP Super Religare Laboratories Limited Employment Stock Option Plan 2009, the

employee stock option scheme of our Company for grant of options for up to

1,517,470 Equity Shares to the present and future permanent employees of our

Company, including our Directors.

Group Companies The companies, firms, ventures, etc. promoted by our Promoters, irrespective of

whether such entities are covered under Section 370(1)(B) of the Companies Act

and as described in the section titled Our Group Companies on page 138.

Key Management Personnel The officers vested with executive powers and the officers at the level

immediately below the board of directors of the Issuer and other persons whom

the Issuer has declared and listed as Key Management Personnel in the section

titled Our Management on page 109.

Memorandum/ Memorandum of

Association/ MoA

The memorandum of association of our Company, as amended.

Promoters The promoters of our Company, being Mr. Malvinder Mohan Singh, Mr.

Shivinder Mohan Singh, Malav Holdings Private Limited, Shivi Holdings

Private Limited, Oscar Investments Limited and Maple Leaf Buildcon Private

Limited.

Promoter Group The persons and entities constituting our promoter group pursuant to Regulation

2(1)(zb) of the SEBI Regulations, as enlisted in the section titled Our

Promoters and Promoter Group on page 128.

Registered Office The registered office of our Company, presently located at Plot No. D-3, A Wing

2nd Floor, District Centre, Saket, New Delhi 110 017, India.

RoC Registrar of Companies, NCT Delhi & Haryana.

Subsidiaries The subsidiaries of our Company, as described in the section titled History and

Corporate Structure Subsidiaries on page 90.

We/ us/ our Our Company, and where the context requires, our Subsidiaries and joint

ventures on a consolidated basis.

Issue Related Terms

Term Description

AI CAN/Anchor Investor

Confirmation of Allocation Note

The note or advice or intimation of allocation of the Equity Shares sent to the

Anchor Investors who have been allocated Equity Shares after discovery of the

Anchor Investor Allocation Price, including any revisions thereof.

Allot/ Allotment/ Allotted The allotment of Equity Shares in this Issue.

Allottee A successful Bidder to whom Allotment is made.

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

who has Bid for an amount of at least ` 100 million.

ii

Term Description

Anchor Investor Allocation Price The price at which Equity Shares will be allocated in terms of the Red Herring

Prospectus and Prospectus to the Anchor Investors, which will be decided by our

Company in consultation with the Book Running Lead Managers prior to the Bid Opening Date.

Anchor Investor Bidding Date The date one Working Day prior to the Bid Opening Date prior to or after which

the Syndicate will not accept any Bids from Anchor Investors.

Anchor Investor Issue Price The price at which Allotment is made to Anchor Investors in terms of the Red

Herring Prospectus, which shall be higher than or equal to the Issue Price, but

not higher than the Cap Price.

Anchor Investor Pay-in Date In case of Anchor Investor Issue Price being higher than Anchor Investor

Allocation Price, no later than two days after the Bid Closing Date.

Anchor Investor Portion The portion of the Issue available for allocation to Anchor Investors on a

discretionary basis at the Anchor Investor Allocation Price, in accordance with

the SEBI Regulations, being upto 30% of the QIB Portion or upto [] Equity

Shares.

ASBA or Application Supported

by Blocked Amount

The application (whether physical or electronic) used to make a Bid authorizing

the concerned SCSB to block the Bid Amount in the ASBA Account maintained

with such SCSB.

ASBA Account Account maintained by an ASBA Bidder with a SCSB which will be blocked by

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

such ASBA Bidder.

ASBA Bidder(s) Prospective investors, other than Anchor Investors in this Issue who intend to

Bid through ASBA.

ASBA Form The form, whether physical or electronic, by which an ASBA Bidder can make

a Bid pursuant to the terms of the Red Herring Prospectus and which contains

an authorisation to block the Bid Amount in an ASBA Account.

ASBA Revision Form The forms used by the ASBA Bidders to modify the quantity of Equity Shares or

the Bid Amount in any of their ASBA Forms (if submitted in physical form).

Bankers to the Issue/Escrow

Collection Bank(s)

The banks which are clearing members and registered with SEBI as bankers to

the Issue with whom the Escrow Account will be opened, in this case being [].

Basis of Allotment The basis on which the Equity Shares will be Allotted, as described in the

section titled Issue Procedure - Basis of Allotment on page 380.

Bid An indication by a Bidder to make an offer to subscribe for Equity Shares in

terms of the Red Herring Prospectus.

Bidder A prospective investor in this Issue who makes a Bid, pursuant to the terms of

the Red Herring Prospectus and the Bid cum Application Form, and unless

otherwise stated or implied, includes an ASBA Bidder.

Bidding The process of making a Bid.

Bid Amount The highest Bid Price indicated in the Bid cum Application Form and in case of

ASBA Bidders, the amount mentioned in the ASBA Form.

Bid cum Application Form The form in terms of which a Bidder (other than an ASBA Bidder) makes a Bid

in terms of the Red Herring Prospectus and which will be considered as an

application for Allotment.

Bid Price The prices indicated against each optional Bid in the Bid cum Application Form.

Bid Closing Date Except in relation to Anchor Investors, the date after which the Syndicate and

the SCSBs will not accept any Bids, and which shall be notified in an English

national daily newspaper and a Hindi national daily newspaper (which is also the

regional newspaper), each with wide circulation and in case of any revision, the

extended Bid Closing Date also to be notified on the website and terminals of the

Syndicate and SCSBs, as required under the SEBI Regulations. Further, our

Company, in consultation with the Book Running Lead Managers, may decide to

close Bidding by QIBs one day prior to the Bid Closing Date.

Bid Opening Date Except in relation to Anchor Investors, the date on which the Syndicate and the

SCSBs shall start accepting Bids, and which shall be the date notified in an

English national daily newspaper and a Hindi national daily newspaper (which is

also the regional newspaper), each with wide circulation and in case of any

revision, the extended Bid Opening Date also to be notified on the website and

terminals of the Syndicate and SCSBs, as required under the SEBI Regulations.

Bidding Centre A centre for acceptance of the Bid cum Application Form.

Bidding Period The period between the Bid Opening Date and the Bid Closing Date or the QIB

iii

Term Description

Bid Closing Date, as the case may be (in either case inclusive of such date and

the Bid Opening Date) during which Bidders, other than Anchor Investors, can

submit their Bids, inclusive of any revision thereof. Provided however that the

Bidding shall be kept open for a minimum of three Working Days for all

categories of Bidders, other than Anchor Investors.

Book Building Process The book building process as described in Part A of Schedule XI of the SEBI

Regulations.

Book Running Lead Managers or

BRLMs

Book running lead managers to this Issue, being Nomura Financial Advisory &

Securities (India) Private Limited, Kotak Mahindra Capital Company Limited

and Religare Capital Markets Limited*.

_____ * RCM is a subsidiary of REL. As there are common promoters and common directors between REL and our

Company, RCM is deemed to be our associate as per the Merchant Bankers Regulations. RCM has signed the

due diligence certificate and accordingly has been disclosed as a Book Running Lead Manager. Further, in

compliance with the provision to Regulation 21A(1) and explanation to Regulation 21A (1) of the Merchant

Bankers Regulations, read with Regulation 110 and Schedule XX of the SEBI Regulations, RCM would be

involved only in marketing of the Issue.

CAN/ Confirmation of Allotment

Note

Except in relation to the Anchor Investors, the note or advice or intimation of

Allotment of the Equity Shares, sent to the each successful Bidder who have

been or are to be Allotted Equity Shares after discovery of the Issue Price,

including any revision thereof.

Cap Price The higher end of the Price Band, in this case being ` [], and any revisions thereof, above which the Issue Price will not be finalized and above which no

Bids will be accepted.

Controlling Branches Such branches of the SCSBs which co-ordinate Bids under this Issue by the

ASBA Bidders with the Registrar to the Issue and the Stock Exchanges and a list

of which is available at http://www.sebi.gov.in/pmb.scsb.pdf or at such other

website as may be prescribed by SEBI from time to time.

Cut-Off Price Any price within the Price Band determined by our Company in consultation

with the Book Running Lead Managers, at which only the Retail Individual

Bidders are entitled to Bid, for Equity Shares of an amount not exceeding ` 200,000.

Depository A depository registered with the SEBI under the Depositories Act, 1996, in this

case being NSDL and CDSL.

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

Depository Participant or DP A depository participant registered with the SEBI under the Depositories Act.

Designated Branches Such branches of the SCSBs which shall collect the ASBA Forms and a list of

which is available on http://www.sebi.gov.in/pmd/scsb.pdf or at such other

website as may be prescribed by SEBI from time to time.

Designated Date The date on which the Escrow Collection Banks transfer and the SCSBs issue, or

by when have issued, instructions for transfer, of the funds from the Escrow

Accounts and the ASBA Accounts, respectively, to the Public Issue Account

after the Prospectus is filed with RoC, following which the Board of Directors

shall allot equity shares to the Allotees.

Designated Stock Exchange or

DSE

[].

Draft Red Herring Prospectus or

DRHP

This Draft Red Herring Prospectus dated February 15, 2011 filed with SEBI,

prepared and issued by our Company in accordance with the SEBI Regulations.

Eligible NRI An NRI from such a jurisdiction outside India where it is not unlawful to make

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

Prospectus constitutes an invitation to Bid on the basis of the terms thereof.

Equity Shares The equity shares of our Company of face value of ` 10 each. Escrow Account(s) Accounts opened with Escrow Collection Bank(s) for this Issue to which

cheques or drafts are issued by Bidders (excluding ASBA Bidders) in respect of

the Bid Amount.

Escrow Agreement An agreement to be entered among our Company, the Registrar to the Issue, the

Escrow Collection Banks, the Book Running Lead Managers and the Syndicate

Members for the collection of Bid Amounts and for remitting refunds, if any, to

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

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

Revision Form or the ASBA Form or ASBA Revision Form.

Floor Price The lower end of the Price Band below which no Bids will be accepted, in this

iv

Term Description

case being ` [], and any revisions thereof which shall not be lesser than the face value of our Equity Shares.

IPO Grading Agency [], the credit rating agency appointed by our Company for grading this Issue.

Issue This issue of up to 28,000,000 Equity Shares* for an amount aggregating ` [] million. _________________

*If the Pre-IPO Placement is completed, the Issue size offered to the public would be

reduced to the extent of such Pre-IPO Placement, subject to a minimum Issue size of 25%

of the post Issue paid-up capital being offered to the public.

Issue Agreement The agreement entered into on February 15, 2011 between our Company and the

Book Running Lead Managers, pursuant to which certain arrangements are

agreed to in relation to the Issue.

Issue Price The price at which Allotment will be made to successful bidders, which may be

equal to or less than the Anchor Investor Issue Price, as determined by our

Company in consultation with the Book Running Lead Managers.

Issue Proceeds Gross proceeds to be raised by our Company through this Issue.

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

of India (Mutual Funds) Regulations, 1996.

Mutual Fund Portion [] Equity Shares or 5% of the Net QIB Portion, available for allocation to

Mutual Funds out of the Net QIB Portion.

Net Proceeds Net proceeds of the Issue after deducting the Issue related expenses from the

Issue Proceeds.

Net QIB Portion The portion of the QIB Portion less the number of Equity Shares Allotted to the

Anchor Investors.

NIF National Investment Fund set up by resolution F. No. 2/3/2005-DD-II dated

November 23, 2005 of Government of India published in the Gazette of India.

Non-Institutional Bidders All Bidders (including ASBA Bidders and Sub-Accounts which are foreign

corporates or foreign individuals) that are not Qualified Institutional Buyers or

Retail Individual Bidders and who have Bid for an amount more than ` 200,000. Non-Institutional Portion The portion of the Issue being not less than 15% of the Issue consisting of []

Equity Shares, available for allocation to Non-Institutional Bidders.

Pre-IPO Placement The private placement of up to 8,000,000 Equity Shares by our Company, for

cash consideration aggregating upto ` 1,600 million, at its discretion prior to filing of the Red Herring Prospectus with the RoC.

Price Band The price band between the Floor Price and Cap Price, including any revisions

thereof.

Pricing Date The date on which the Issue Price is finalised by our Company, in consultation

with the Book Running Lead Managers.

Prospectus The prospectus of our Company to be filed with the RoC for this Issue after the

Pricing Date, in accordance with Sections 56, 60 and 60B of the Companies Act

and the SEBI Regulations.

Public Issue Account The bank account opened with the Bankers to the Issue by our Company under

Section 73 of the Companies Act to receive money from the Escrow Account on

the Designated Date and where the funds shall be transferred by the SCSBs from

the ASBA Accounts.

QIBs/ Qualified Institutional

Buyers

Public financial institutions as defined in Section 4A of the Companies Act, FIIs

and Sub-Accounts registered with SEBI (other than Sub-Accounts which are

foreign corporates or foreign individuals), VCFs, FVCIs, Mutual Funds,

multilateral and bilateral financial institutions, scheduled commercial banks,

state industrial development corporations, insurance companies registered with

the IRDA, provident funds and pension funds with a minimum corpus of ` 250 million, the NIF, 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, eligible for Bidding.

QIB Bid Closing Date In the event our Company in consultation with the Book Running Lead

Managers decides to close Bidding by QIBs one day prior to the Bid Closing

Date, the date one day prior to the Bid Closing Date; otherwise it shall be the

same as the Bid Closing Date.

QIB Portion The portion of the Issue being upto 50% of the Issue, that is, upto [] Equity

Shares available for allocation to QIBs (including the Anchor Investor Portion).

v

Term Description

Red Herring Prospectus or

RHP

The red herring prospectus to be issued by our Company in accordance with

Sections 56, 60 and 60B of the Companies Act and the SEBI Regulations, which

does not have complete particulars on the Issue Price and size of this Issue.

Refund Account(s) The account opened by our Company with Banker(s) to the Issue, from which

refunds of the whole or part of the Bid Amount (excluding the ASBA Bidders),

if any, shall be made out of the subscription monies transferred from the Public

Issue Account.

Refunds through electronic

transfer of funds

Refunds through ECS, NEFT, direct credit or RTGS, or the ASBA process, as

applicable.

Refund Banker(s) The Banker(s) to the Issue, with whom the Refund Account(s) will be opened, in

this case being [].

Registrar/ Registrar to the Issue Karvy Computershare Private Limited.

Retail Individual Bidders Individual Bidders (including HUFs applying through their karta, and Eligible

NRIs) who have Bid for an amount less than or equal to ` 200,000. Retail Portion The portion of the Issue being not less than 35% of the Issue, consisting of []

Equity Shares, available for allocation to Retail Individual Bidders on a

proportionate basis.

Revision Form The form used by the Bidders other than ASBA Bidders to modify the quantity

of Equity Shares or the Bid Price in any of their Bid cum Application Forms or

any previous Revision Form(s), as applicable.

Self Certified Syndicate Banks or

SCSBs

The banks which are registered with SEBI under the Securities and Exchange

Board of India (Bankers to an Issue) Regulations, 1994 and offer services in

relation to ASBA, including blocking of an ASBA Account in accordance with

the SEBI Regulations and a list of which is available on

http://www.sebi.gov.in/pmd/scsb.pdf or at such other website as may be

prescribed by SEBI from time to time.

Stock Exchanges The BSE and the NSE.

Syndicate Agreement The agreement to be entered by our Company and members of the Syndicate, in

relation to the collection of Bids (excluding Bids from the ASBA Bidders).

Syndicate Members Intermediaries registered with the SEBI who are permitted to carry out activities

as an underwriter, in this case being [].

Syndicate Collectively, the Book Running Lead Managers and the Syndicate Members.

Transaction Registration Slip/

TRS

The slip or document issued by any of the members of the Syndicate, or the

SCSBs, as the case may be, to a Bidder upon demand as proof of registration of

the Bid.

Underwriters The Book Running Lead Managers and the Syndicate Members.

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

the Registrar to the Issue on or immediately after the Pricing Date.

Working Days All days on which banks in Mumbai are open for business except Sunday and

any public holiday, provided however during the Bidding Period a working day

means all days on which banks in Mumbai are open for business and shall not

include a Saturday, Sunday or a public holiday.

Conventional/General Terms, Abbreviations and Reference to Other Business Entities

Abbreviation Full Form

AED Arab Emirates Dirham.

AGM Annual General Meeting.

ANR ANR Securities Limited.

APLAC Asia Pacific Laboratory Accreditation Cooperation

ARLICL AEGON Religare Life Insurance Company Limited.

AS Accounting Standards as issued by the Institute of Chartered Accountants of

India.

Biomedical Waste Rules The Indian Biomedical Waste (Management and Handling) Rules, 1998.

BRPL Bindas Realtors Private Limited.

BSE The Bombay Stock Exchange Limited.

BTAs Business Transfer Agreements.

CDSL Central Depository Services (India) Limited.

CENVAT Central Value Added Tax.

vi


CEO Chief Executive Officer.

CFO Chief Financial Officer.

CFR Code of Federal Rules.

CIN Corporate Indentity Number.

CLIMS Centralized Laboratory Information Management System.

Companies Act Companies Act, 1956, as amended.

Competition Act Competition Act, 2002

CPA Consumer Protection Act, 1986.

CPPL Chetak Pharmaceuticals Private Limited.

CST Central Sales Tax Act, 1956, as amended.

DDRC Doctors Diagnostic Research Centre.

DDRC PDSPL DDRC Piramal Diagnostic Services Private Limited.

Demat Dematerialised.

DIN Directors Identification Number.

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

Industry, Government of India.

DP ID Depository Participants Identity.

EBITDA Earnings before Interest, Depreciation, Tax, Amortisation and extraordinary

items.

ECB External Commercial Borrowings.

ECS Electronic Clearing System.

EGFR Epidermal growth factor receptor.

EGM Extraordinary General Meeting.

EPS Earning Per Share.

ESIC Employees State Insurance Corporation.

FCNR Account Foreign Currency Non-Resident Account.

FCRL Fortis Clinical Research Limited.

FDI Foreign Direct Investment, as laid down in the Consolidated FDI Policy

effective from October 1, 2010.

FEMA Foreign Exchange Management Act, 1999, together with rules and regulations

framed thereunder.

FEMA Regulations Foreign Exchange Management (Transfer or Issue of Security by a Person

Resident Outside India) Regulations, 2000.

FHHL Fortis Healthcare Holdings Limited.

FHL Fortis Healthcare Limited.

FHsL Fortis HealthStaff Limited.

FII Foreign Institutional Investors, as defined under the FII Regulations and

registered with SEBI under applicable laws in India.

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

Regulations, 1995.

FIPB Foreign Investment Promotion Board of the Government of India.

Fiscal/ Financial Year/FY Period of twelve months ended March 31 of that particular year, unless

otherwise stated.

FMHL Fortis Malar Hospitals Limited.

FVCI Foreign venture capital investor as defined in and registered under the FVCI

Regulations.

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

Regulations, 2000, as amended.

GBFL Green Biofuels Farms Private Limited.

GBPL Greenview Buildtech Private Limited.

GoI/Government of India/

Central Government

The Government of India.

HISPL Hospitalia Information Systems Private Limited.

HIV Human immunodeficiency virus.

HUF Hindu Undivided Family.

IATA International Air Transport Association.

ICAI Institute of Chartered Accountants in India.

ICAO International Civil Aviation Organization

ICMR Indian Council of Medical Research.

vii


IFRS International Financial Reporting Standards.

Indian GAAP Generally accepted accounting principles in India.

Insider Trading Regulations Securities and Exchange Board of India (Prohibition of Insider Trading)

Regulations, 1992, as amended from time to time, including instructions and

clarifications issued by SEBI from time to time.

IPC Indian Penal Code, 1860, as amended.

IPO Initial Public Offer.

IRDA Insurance Regulatory and Development Authority.

ISO International Organization for Standardization.

IT Act Income Tax Act, 1961, as amended.

IT Department Income Tax Department, GoI.

IT Rules The Income Tax Rules, 1962, as amended from time to time.

JV Agreement Joint venture agreement dated April 17, 1995 between Specialty Laboratories

Asia Limited and Ranbaxy Laboratories Limited, pursuant to which our

Company was incorporated.

JVC Joint venture company.

LFPL Luxury Farms Private Limited.

Life Care Services Life Care Services Private Limited.

Listing Agreement Listing Agreement to be entered into by our Company with the Stock

Exchanges.

Ltd. Limited.

MACT Motor Accidents Claim Tribunal.

MBPL Meadows Buildtech Private Limited.

MCD Municipal Corporation of Delhi.

MENA MENA Healthcare Investment Company Limited.

MH Malsh Healthcare.

MHPL Malav Holdings Private Limited.

MRI Magnetic resonance imaging.

N.A. Not Applicable.

NABH National Accreditation Board for Hospitals and Healthcare Providers.

NAV Net Asset Value.

NI Act Negotiable Instruments Act, 1881, as amended.

No. Number.

NR(s) or Non Resident(s) A person resident outside India, as defined under FEMA, including an Eligible

NRI and an FII.

NRE Account Non-Resident External Account.

NRI A person resident outside India, as defined under FEMA and who is a citizen of

India or a person of Indian origin, such term as defined under the Foreign

Exchange Management (Deposit) Regulations, 2000.

NRO Account Non-Resident Ordinary Account.

NSDL National Securities Depository Limited.

NSE National Stock Exchange of India Limited.

OCB(s) 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 was eligible to undertake transactions pursuant to

the general permission granted to OCBs under FEMA.

OT Oscar Traders.

p.a. Per annum.

P.O. Post Office.

P/E Ratio Price/Earnings Ratio.

PAN Permanent Account Number allotted under the IT Act.

PBT Profit Before Tax.

PCR Polymerase chain reaction.

PEL Piramal Enterprises Limited.

PET Positron emission tomography.

Ph. D. Doctor of Philosophy.

PHL Piramal Healthcare Limited.

viii


Piramal Diagnostics/ PDSPL Piramal Diagnostics Services Private Limited.

Piramal Joint Venture Company DDRC Piramal Diagnostic Services Private Limited, Piramal Diagnostics' joint

venture company with three promoters of DDRC.

PLR Prime Lending Rate.

Pvt. Private.

R&D Research and Development.

RAIL Religare Arts Initiative Limited.

RBI Reserve Bank of India.

RBI Act Reserve Bank of India Act, 1934, as amended from time to time.

RCM Religare Capital Markets Limited.

RCNPL R.C. Nursery Private Limited.

Re. One Indian Rupee.

REL Religare Enterprises Limited.

RFIL Religare Finance Limited.

RFL Religare Finvest Limited.

RHC Holding RHC Holding Private Limited.

RHICL Religare Health Insurance Company Limited.

RIBL Religare Insurance Broking Limited.

RLL Ranbaxy Laboratories Limited.

RMWML Religare Macquarie Wealth Management Limited.

RRL Religare Realty Limited.

Rs./Rupees / INR/ ` Indian Rupees. RSL Religare Securities Limited.

RTGS Real Time Gross Settlement.

RTL Religare Technova Limited, currently Dion Global Solutions Limited. RVCL Religare Venture Capital Limited.

RVL Religare Voyages Limited.

RWL Religare Wellness Limited.

SAP Solutions applications and services

SAP/R3 A computer system designed to support complete business management tasks of

a corporation, company or institution

SCRA Securities Contracts (Regulation) Act, 1956, as amended.

SCRR Securities Contracts (Regulation) Rules, 1957, as amended.

SEBI The Securities and Exchange Board of India established under the SEBI Act.

SEBI Act The Securities and Exchange Board of India Act, 1992, as amended.

SEBI Regulations The Securities and Exchange Board of India (Issue of Capital and Disclosure

Requirements) Regulations, 2009, as amended.

SHPL Shivi Holdings Private Limited.

SICA Sick Industrial Companies (Special Provisions) Act, 1995, as amended from

time to time.

SLA Specialty Laboratories Asia Limited.

SMS Short message service.

Sq. ft. Square feet.

Sq. mt. Square meter.

SRLFL Super Religare Laboratories FZ-LLC.

SRLIL Super Religare Laboratories International Limited.

SRLL Shimal Research Laboratories Limited.

SRPL Specialty-Ranbaxy Private Limited.

SRRLPL/ SRL Joint Venture

Company

Super Religare Reference Laboratories (Nepal) Private Limited.

Sub-Account Sub-accounts registered with SEBI under the Securities and Exchange Board of

India (Foreign Institutional Investor) Regulations, 1995.

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

and Takeovers) Regulations, 1997, as amended.

TAN Tax deduction account number allotted the IT Act.

TDS Tax Deduction at Source.

TIN Taxpayers Identification Number.

TRS Transaction Registration Slip.

ix


U.S. GAAP Generally accepted accounting principles in the United States of America.

U.S./ US/ U.S.A/United States The United States of America, together with its territories and possessions.

UIN Unique Identification Number issued in terms of SEBI (Central Database of

Market Participants) Regulations, 2003, as amended from time to time.

UoI Union of India.

US$ United States Dollars.

VCFs Venture Capital Funds as defined and registered with SEBI under the Securities

and Exchange Board of India (Venture Capital Fund) Regulations, 1996.

VCPL Vistas Complexes Private Limited.

VRCAL Vistaar Religare Capital Advisors Limited.

VRPL Vistas Realtors Private Limited.

Industry/ Project Related Terms, Definitions and Abbreviations

Term Description

ACTN3 Alpha-actinin-3, also known as alpha-actinin skeletal muscle isoform 3 or F-

actin cross-linking protein.

CAP College of American Pathologists.

CDCP Centers of Disease Control and Prevention.

CT Computed tomography.

DNA Deoxyribonucleic acid.

DXA Dual-energy X-ray Absorptiometry.

ECG Electro Cardio Gram.

GCC Gulf Corporation Council.

ILAC International Laboratory Accreditation Cooperation.

NABL National Accreditation Board for Testing and Calibration Laboratories,

Department of Science and Technology, India.

NCCLS National Commission for Clinical Laboratory Standards.

Net Sales Value The value of the tests conducted at the laboratory with reference to our price list

issued from time-to-time, such value being set out in an invoice issued by the

franchisee.

NGSP National Glycohemoglobin Standardization Program.

OPG Orthopantomography.

X-ray Diagnostic radiology.

The words and expressions used but not defined herein shall have the same meaning as is assigned to such

terms under the Companies Act, the SCRA, the Depositories Act and the rules and regulations made

thereunder or such other applicable laws as amended from time to time.

Notwithstanding the foregoing, terms in the sections titled Main Provisions of the Articles of Association,

Statement of Tax Benefits and Financial Statements on pages 388, 46 and F-1, respectively, have the

meanings given to such terms in these respective sections.

x

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 US, 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 extracted from (i) the

restated consolidated financial statements of our Company, subsidiaries and joint ventures (the Group)

for the six months ended September 30, 2010 and Fiscal Years 2010 and 2009 and on the restated

unconsolidated financial statements of our Company for Fiscal Years 2008, 2007 and 2006, prepared in

accordance with the applicable provisions of the Companies Act and the SEBI Regulations and set out in

the section titled Financial Information on page F-1. We had no interests in any subsidiary or entity with

which we were required to consolidate our results of operations during those years. Our restated

consolidated financial statements and restated unconsolidated financial statements are derived from our

audited unconsolidated financial statements and the Groups audited consolidated financial statements

prepared in accordance with Indian GAAP and the Companies Act, and have been restated in accordance

with the SEBI Regulations. The restated consolidated financial statements of Piramal Diagnostics Services

Private Limited (Piramal Diagnostics) for the six months ended September 30, 2010 and Fiscal Years

2010, 2009, 2008 and 2007, have been prepared in accordance with the applicable provisions of the

Companies Act and the SEBI Regulations and set out in the section titled Financial Information on page

F-1. The restated consolidated financial statements of Piramal Diagnostics are derived from its audited

consolidated financial statements prepared in accordance with Indian GAAP and the Companies Act, and

have been restated in accordance with the SEBI Regulations. Our and Piramal Diagnostics fiscal years

commence on April 1 and end on March 31. In this Draft Red Herring Prospectus, any discrepancies in any

table between the total and the sums of the amounts listed are due to rounding off. All decimals have been

rounded off to two decimal points.

We acquired 100% of the outstanding share capital of Piramal Diagnostics on August 20, 2010. Because

we acquired Piramal Diagnostics after the last fiscal year under review, our restated financial statements

included in this Draft Red Herring Prospectus do not reflect the financial information of Piramal

Diagnostics, except for the period from August 20, 2010 to September 30, 2010. However, for the

purposes of preparing our consolidated financial statements for Fiscal Year 2011 and subsequent periods,

we intend to consolidate the financial information of Piramal Diagnostics and of its subsidiaries as of the

date of its acquisition with the financial information of our Company. Our restated consolidated financial

statements for future periods will not be comparable to our consolidated financial statements for past

periods because of the significant effect of the acquisition of Piramal Diagnostics.

In addition, this Draft Red Herring Prospectus includes the unaudited pro forma condensed consolidated

financial information of the Group reflecting the acquisition of Piramal Diagnostics for the year ended

March 31, 2010, as if the acquisition took place on April 1, 2009, and the six months ended September 30,

2010, prepared in accordance with the SEBI Regulations, which are included in this Draft Red Herring

Prospectus, and set out in the section titled Financial Information on page F-1.

We do not provide a reconciliation of our restated consolidated and unconsolidated financial statements to

IAS/IFRS and we have not otherwise quantified or identified the impact of the differences between Indian

GAAP and IAS/IFRS as applied to our restated consolidated and unconsolidated financial statements. As

there are significant differences between Indian GAAP and IAS/IFRS, there may be substantial differences

in our results of operations, cash flows and financial position if we were to prepare our financial statements

in accordance with IAS/IFRS instead of Indian GAAP and we urge you to consult your own advisors

regarding such differences and their impact on our financial data. Accordingly, the degree to which the

financial statements in this Draft Red Herring Prospectus will provide meaningful information to a

prospective investor in countries other than India depends entirely on such potential investor's level of

familiarity with Indian accounting practices and SEBI Regulations. Any reliance by persons not familiar

xi

with Indian accounting practices on the financial disclosures presented in this Draft Red Herring Prospectus

should accordingly be limited.

Industry and Market Data

Market and industry data used in this Draft Red Herring Prospectus has generally been obtained or derived

from industry publications and sources. These publications typically state that the information contained

therein has been obtained from 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 industry data used in this Draft Red Herring

Prospectus is reliable, it has not been verified. The extent to which industry and market data used in this

Draft Red Herring Prospectus is meaningful depends on the readers familiarity with and understanding of

the methodologies used in compiling such data. Similarly, we believe that the internal company reports are

reliable. However, they have not been verified by any independent sources.

Currency and Units of Presentation

All references to Rupee or Rs. or ` are to Indian Rupees, the official currency of the Republic of India. All references to USD or US$ are to United States Dollars, the official currency of the United

States of America. In this Draft Red Herring Prospectus, our Company has presented certain numerical

information in million units. One million represents 1,000,000.

Exchange Rates

The following table sets forth, for each period indicated, information concerning the number of Rupees for

which each of the following currencies could be exchanged. The row titled average in the table below is

the average of the daily rate for each day in the period.

Fiscal Year Period End

(`) Period Average

(`) US$

2007 43.48 45.23

2008 40.12 40.26

2009 50.73 45.82

2010 44.92 47.42

April 1, 2010 to September 30, 2010 44.95 46.10

AED

2007 11.84 12.32

2008 10.92 10.96

2009 13.81 12.47

2010 12.21 12.91


NPRs

2007 0.63 0.63

2008 0.62 0.62

2009 0.62 0.63

2010 0.63 0.63


______ Source: Bloomberg

Unless otherwise stated, our Company has, in this Draft Red Herring Prospectus, used a conversion rate of

` 45.95 for one U.S. Dollar, ` 12.50 for one AED and ` 0.62 for one NPR being the conversion rate as on

January 31, 2011. (Source: Bloomberg)

xii

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,

contemplate, expect, estimate, future, goal, intend, may, objective, plan, project,

seek, shall, will, will continue, will pursue, will likely result, will seek to, or other words or

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

also forward-looking statements. All forward-looking statements are subject to risks, uncertainties and

assumptions that could cause actual results to differ materially from those contemplated by the relevant

statement.

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

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

pertaining to the industries in India in which we have our businesses and our ability to respond to them, our

ability to successfully implement our strategy, our growth and expansion, technological changes, our

exposures 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 our industry. Important factors that could causes actual results to differ

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

Our ability to respond to competitive pressures from existing players and new entrants;

Our ability to establish or to maintain appropriate quality standards;

Our ability to adapt to technological changes;

Integration of acquisitions, including Piramal Diagnostics;

Our ability to successfully implement our strategy, our growth and expansion and technological changes;

Our exposure to significant liabilities on account of unfavorable judgments/decision in relation to legal proceedings involving our Company and/or our Subsidiaries, Group Companies, Directors

and our Promoters;

Our ability to obtain approvals/consents/renewals required in the ordinary course of our business;

Changes in laws, regulations and policy that apply to the Indian or global diagnostics industry, including with respect to intellectual property or environmental regulations;

Contingent liabilities that may materialize;

General economic and political conditions in India and in the world 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;

Our exposure to market risks;

The performance of the financial markets in India and globally; and

Other factors relating to the diagnostics industry in which we operate.

For a further discussion of factors that could cause our actual results to differ from our expectations, see

the sections titled Risk Factors and Management's Discussion and Analysis of financial Condition and

Results of Operations of our Company on pages xiii and 192, 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.

Neither our Company, our Directors, any member of the Syndicate nor 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. In accordance with SEBI requirements, the Book Running Lead Managers and our

Company will ensure that investors in India are informed of material developments until such time as the

listing and trading permission is granted by the Stock Exchanges.

xiii

SECTION II RISK FACTORS

An investment in our Equity Shares involves a high degree of risk. You should carefully consider all the

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

before making an investment in our Equity Shares.

If any of the following risks, or other risks that are not currently known or are now deemed immaterial,

actually occur, our business, results of operations and financial condition could suffer, the trading price of

our Equity Shares could decline, and all or part of your investment may be lost. Unless otherwise stated,

we are not in a position to specify or quantify the financial or other risks mentioned herein. The numbering

of the risk factors has been done to facilitate ease of reading and reference and does not, in any manner,

indicate a ranking of risk factors or the importance of one risk factor over another.

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.

In this section, unless the context otherwise requires, reference to SRL refers to Super Religare

Laboratories Limited, and reference to the Company or to we, us and our refers to Super

Religare Laboratories Limited and its Subsidiaries and joint ventures on a consolidated basis. Unless

otherwise stated or the context otherwise requires, the financial information used in this section is derived

from (i) the restated consolidated financial statements of our Company (except that for Fiscal Years 2008,

2007 and 2006, the discussion solely relates to our Company on an unconsolidated basis because we had

no interests in any subsidiary or entity with which to consolidate our results of operations); and (ii) the

restated consolidated financial statements of Piramal Diagnostics.

INTERNAL RISKS

Risks Relating to our Company

1. Currently one criminal case is pending against us under sections 406, 420, 425 and 500 of the Indian Penal Code, 1860.

A criminal case is pending against us before the Additional Chief Judicial Magistrate, Agra. Dr

Anil Bansal filed a complaint against us and others under sections 406, 420, 425 and 500 of the

Indian Penal Code, 1860, alleging that we returned samples couriered by CMCC, our authorized

collecting centre, in January, 2002, without testing the samples or assigning any reason for such

failure. Dr Bansal further alleged that he attempted to send other samples via a courier agency;

however, we allegedly instructed this courier agency not to collect the samples from the

complainant. We filed a petition dated April 17, 2006 before the Allahabad High Court, to quash

the order of the Additional Chief Judicial Magistrate dated May 12, 2003. The Allahabad High

Court, through its order dated April 20, 2006 directed that the proceedings in the Additional Chief

Judicial Magistrate, Agra be stayed. Decisions in such proceedings adverse to our interests may

have a material adverse effect on our business, financial conditions, results of operations and cash

flows. For further details, refer to the section titled Outstanding Litigation and Material

Developments on page 230.

2. Certain of our Promoters and Group Companies have not fully complied with the applicable provisions of the Takeover Code and the listing agreement of the stock exchanges.Further, one

of our Group Companies has filed an application for seeking consent under the applicable

SEBI regulations for a delay in compliance with certain provisions of the Takeover Code.

Oscar Investments Limited (OIL), one of our promoters, and Dion Global Solutions Limited

(DGSL) (then known as Fortis Financial Services Limited), one of our Group Companies, have

in the past not been compliant with certain periodic disclosure requirements of the listing

xiv

agreement entered into with the stock exchanges (Listing Agreement). OIL did not submit

timely disclosures in relation to the requirements of clauses 35, 47, 49 and 51 of the Listing

Agreement for the period September 2006. However, appropriate information was submitted to the

stock exchanges by OIL on October 31, 2006. Furthermore, DGSL has, in the past, not been

compliant with the disclosure requirement under Clause 47(d) of the Listing Agreement. However,

DGSL has been compliant with such requirement since September, 2006.

In addition, OIL had not submitted timely disclosures required as per Regulations 6(2) and 6(4) of

the Takeover Code as on February 20, 1997 and under Regulation 8(3) of the Takeover Code for

the years 1998-2002 and 2006. However, the requisite disclosures under Regulations 6(2) and 6(4)

of the Takeover Code have been submitted to the BSE through letter(s) dated October 19, 2006.

Furthermore, the requisite disclosures under Regulation 8(3) for the years 1998-2002 and 2006

have been submitted to the BSE through a letter dated October 31, 2006.

OIL received a notice dated April 2, 2004 from the BSE in relation to non-compliance with Clause

51 of the Listing Agreement by OIL. Subsequently, pursuant to a notice dated December 23, 2004,

the BSE suspended trading in the securities of OIL with effect from December 21, 2004, until the

completion by OIL of all the formalities for revocation of the suspension. The BSE revoked the

suspension of the trading of the securities of OIL by its order dated November 16, 2006, effective

from November 22, 2006.

Furthermore, one of our Group Companies, Fortis Healthcare Holding Limited, has filed an

application (together with an affidavit dated February 2, 2011) seeking consent under the

applicable SEBI regulations for a delay in compliance with certain provisions of the Takeover

Code. For further details, see the section titled Outstanding Litigation and Material

Developments on page 230.

3. We operate in a competitive business environment, both globally and domestically. Existing and new competitors could have a material adverse impact on our net income, profitability and cash

flows.

The diagnostics services industry is highly competitive with low barriers to entry. We compete

with hospital-based laboratories, physician-office laboratories and independent clinical

laboratories such as ours. Pricing of laboratory testing services is often one of the most significant

factors used by our customers in selecting a laboratory. As a result of the diagnostics industry

receiving substantial investment, larger clinical laboratory providers are able to increase cost

efficiencies afforded by large-scale automated testing. This results in greater price competition.

We may be unable to increase cost efficiencies sufficiently, if at all, and as a result, our income

and cash flows could be negatively impacted by such price competition. Further, we also face

increased competition from small-scale and local players that may have an established local

presence, as well as international competitors that may establish their operations in India. We will

also have to compete with any new entrants in the market, including healthcare providers,

pathology and radiology laboratories, as well as facilities that offer preventive care services that

are located in the regions in which we operate or will operate in the future. We cannot assure you

that we will be able to compete successfully with such entities in the future.

Hospitals generally maintain on-site laboratories to perform testing on their patients (inpatient and

outpatient). In addition, many hospitals compete with commercial clinical laboratories for

outreach (non-hospital patients) testing. Most hospitals have admitting privileges or other

relationships with community physicians and encourage such physicians to send their outreach

testing to the hospitals laboratory. In addition, hospitals that have physician practices generally

require these physicians to refer tests to the hospitals laboratory. As a result of this affiliation

between hospitals and community physicians, we compete against hospital-affiliated laboratories

primarily based on pricing, quality and range of service. Our failure to provide a broad test menu

or service superior to hospital-affiliated laboratories and other laboratories at a competitive price

could have a material adverse effect on our business.

xv

New or existing competitors may price their services at a significant discount to ours or offer

greater convenience or better services or amenities than we provide. An increase in the number of

comparable diagnostic laboratory facilities may exert pricing pressures on some or all of our

services. In addition, we may face changes in fee schedules, competitive bidding for laboratory

services or other actions or pressures reducing payment schedules as a result of increased or

additional competition. If we are forced to reduce the price of our services or are unable to attract

patients, physicians and other healthcare professionals to our laboratories, our business, results of

operations and cash flows may be adversely affected.

In addition, even in situations where one of our laboratories is the dominant provider of healthcare

services in a particular locality, patients may still favor other laboratories. If we fail to compete

effectively, our business, financial condition, our results of operations and cash flows could be

materially and adversely affected.

4. Failure to establish or maintain appropriate quality standards could adversely affect our results of operations and adversely impact our reputation.

The provision of clinical testing services involves certain inherent risks. The services that we

provide are intended to provide information to healthcare providers when providing patient care.

Therefore, users of our services and products may have a greater sensitivity to errors than the users

of services or products that are intended for other purposes. Physicians and hospitals generally rely

on our test results for making the correct diagnosis and consequently prescribing any future course

of action and any delays or inaccuracies in results provided by us may result in the wrong course

of action being undertaken and cause the patient undue stress and potential harm.

Negligence in performing our services can lead to injury or other adverse events. We may be sued

under physician liability or other laws for acts or omissions by our physicians, pathologists,

radiologists, laboratory personnel and other employees. Any such lawsuits could result in

significant costs as well as negative publicity that could reduce demand for our services.

In addition our quality certifications are critical to the marketing success of our services. If our

testing components fail to meet these standards or fail to adapt to evolving standards, our goodwill

will be harmed, our competitive advantage could be adversely affected, and we could lose

customers and market share.

We have received accreditations from inter alia the College of American Pathologists (CAP)

and the National Accreditation Board of India (NABL-India), two of which have expired

recently. These accreditations prescribe best practices that we must adopt and implement to

maintain such accreditations. Each of CAP and NABL-India, in particular, conduct periodic audits

of our laboratories to assess our compliance with their prescribed standards. If one or more of our

laboratories fail to comply with the prescribed practices of these organizations, we could lose one

or more of our accreditations, which may adversely affect our reputation, our ability to attract

customers and results of operation.

5. We depend on third-party manufacturers for our testing equipment and reagents and the discontinuation or recall of existing testing equipment and/or reagents could adversely affect

our business, financial condition, results of operations and cash flows.

We source our testing equipment and reagents from third party suppliers under lease agreements

and reagent supply agreements. Under both the lease and reagent supply agreements, the supplier

generally has the discretion to terminate the agreement with a months written notice in the event

of a breach of any term or condition of such agreement, including but not limited to default in

payment of the rent/lease fee. Any such termination and consequent removal of the installed

equipment can adversely affect our operations.

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In addition, manufacturers may discontinue or recall reagents, test kits, instruments or equipment

which could adversely affect our test results and credibility, costs, testing volume and income.

Furthermore, the reagent supply agreements are exclusive in nature and we are bound to purchase

all our reagents, test kits, consumables and disposables for a certain minimum value of purchase

from the suppliers with whom we have contracted or their authorized agents.

6. Failure to develop new or improved testing technologies or acquire new diagnostic imaging equipment could adversely affect our business, financial condition, results of operations and

cash flows.

The diagnostics industry is subject to changing technology, as well as the introduction of new

products. Our success in maintaining a leadership position in advanced testing technologies will

depend, in part, on our ability to develop new and improved testing technologies and products on

favorable terms.

In addition, many companies currently manufacture diagnostic imaging equipment. Competition

among manufacturers for a greater share of the diagnostic imaging equipment market may result in

technological advances in the speed and imaging capacity of new equipment. This may accelerate

the obsolescence of our equipment, and we may not have the financial ability to acquire new or

improved equipment and may not be able to maintain a competitive equipment base. We may

consequently be unable to deliver our diagnostics services in as efficient and effective a manner

that our customers may expect.

7. Our Company has incurred losses in the recent past and in case we incur losses in the future, it will have an adverse impact on our business prospects.

We have in the past, and may in the future, experience losses. For example, we incurred losses of

` 336.06 million and ` 36.48 million in Fiscal Years 2010 and 2009, respectively. Our newly

opened or managed laboratories generally have a two year gestation period, incurring losses

during the initial years of operation, unless and until there is a significant increase in test volumes.

We cannot assure you that we will attain profitability in the future. In the event we incur further

losses in the future, it will have an adverse impact on our business prospects. For further details,

see the sections titled Financial Statements and Managements Discussion and Analysis of

Financial Condition and Results of Operations of our Company on pages F-1 and 192,

respectively.

8. Technological advancement resulting in testing equipment which may be simpler to use may lead to our customers performing their own tests, which could adversely affect our business,

financial condition, results of operations and cash flows.

Advances in technology may lead to the development of more cost-effective technologies such as

point-of-care testing equipment that can be operated by physicians or other healthcare providers in

their offices or by patients themselves without requiring the services of free-standing clinical

laboratories. Development of such technology and its use by our customers could reduce the

demand for our laboratory testing services and negatively affect our income. Further,

manufacturers of laboratory equipment and test kits could seek to increase their sales by marketing

point-of-care laboratory equipment to physicians and by selling test kits approved for home use to

both physicians and patients. Increased testing by physicians in their offices and home use by

patients could affect the market for our laboratory testing services and negatively affect our

income.

9. Our Auditors, for the respective financial years, have qualified their report with respect to certain matters in the financial statements.

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Our Auditors have qualified their report on audited financial statements that did not require

adjustments in the restated unconsolidated financial statements presented herein. The

qualifications relate primarily to:

1) the instructions for the physical verification of our inventory were not adequately

document (from our audit report for Fiscal Year 2010);

2) a slight delay in payments from time-to-time in payments, in a few cases, relating to the

payment of statutory dues including provident fund, investor education and protection

fund, employees' state insurance, income tax, wealth tax, service tax and customes duty.

(from our audit reports for Fiscal Years 2010, 2009, 2008, 2007 and 2006);

3) we borrowed ` 469.48 million on a short-term basis to purchase fixed assets with a useful

life of five years, and consequently the term over which we were obliged to repay the

loan was significantly shorter than the expected revenue generating life of the asset we

purchased with those funds (from our audit report for Fiscal Year 2010);

4) cash losses (from our audit report for Fiscal Year 2010);

5) accumulated losses at the end of financial year being more than fifty per cent of its net

worth (from our audit report for Fiscal Year 2006); and

6) a term loan was not applied for the purpose for which it was obtained (from audit report

for Fiscal Year 2006).

For further details, see "Financial Statements - Annexure IV: Notes to the restated unconsolidated

summary statements of assets and liabilities, profits and losses and cash flows for the six months

ended September 30, 2010 and years ended March 31, 2010, 2009, 2008, 2007 and 2006" on page

F-12.

10. Our efforts to develop and improve commercially viable medical diagnostic tests may not succeed.

Our research and development division intends to commit substantial efforts and other resources

to identify new business areas, expanding our existing test menu and developing new tests and

assays. There is no assurance that our efforts to develop these tests will be commercially

successful.

Even if we successfully innovate and develop new tests or enhancements or new generations of

our existing tests, they may be quickly rendered obsolete by newer tests and changing customer

preferences or industry standards. Innovations may not be accepted quickly in the marketplace

because of, among other things, entrenched patterns of clinical practice, lack of understanding

among physicians and health care providers or uncertainty over third party reimbursement. We

cannot ascertain when or whether any of our diagnostic tests under development will be launched,

whether we will be able to develop, license or otherwise acquire tests, or whether any diagnostic

tests will be commercially successful. Failure to launch successful new tests or new indications

for existing tests may cause our tests to become obsolete. While the new tests and processes

implemented by us seek to address these challenges, in light of the pace of developments in the

diagnostics industr