-
RED HERRING PROSPECTUSDated: March 4, 2016
(Please read Section 32 of the Companies Act, 2013)100% Book
Built Offer
HEALTHCARE GLOBAL ENTERPRISES LIMITEDOur Company was originally
incorporated as Curie Centre of Oncology Private Limited on March
12, 1998 at Bengaluru, Karnataka, India as a private limited
company under the Companies Act, 1956. The name of our Company was
subsequently changed to HealthCare Global Enterprises Private
Limited and a fresh certificate of incorporation consequent upon
change of name was issued by the RoC on November 14, 2005. Our
Company was converted into a public limited company pursuant to a
special resolution passed by our Shareholders at the extraordinary
general meeting held on May 20, 2006 and the name of our Company
was changed to HealthCare Global Enterprises Limited. A fresh
certificate of incorporation consequent upon conversion to a public
limited company was issued by the RoC on July 5, 2006. For details
of change in the name and registered office of our Company, see
History and Certain Corporate Matters on page 182.
Registered Office: HCG Tower, No. 8, P Kalinga Rao Road,
Sampangi Rama Nagar, Bengaluru 560 027, Karnataka, India Contact
Person: Sunu Manuel, Company Secretary and Compliance Officer; Tel:
+91 80 4660 7700; Fax: +91 80 4660
7749E-mail:[email protected]; Website: www.hcgel.com;
Corporate Identity Number: U15200KA1998PLC023489
OUR PROMOTERS: DR. BS AJAI KUMAR, DR. GANESH NAYAK, DR. BS
RAMESH, DR. KS GOPINATH AND DR. M GOPICHANDPUBLIC OFFER OF UP TO
29,800,000 EQUITY SHARES OF FACE VALUE OF ` 10 EACH (EQUITY SHARES)
OF HEALTHCARE GLOBAL ENTERPRISES LIMITED (COMPANY OR ISSUER) FOR
CASH AT A PRICE OF `[] PER EQUITY SHARE (INCLUDING A SHARE PREMIUM
OF `[] PER EQUITY SHARE) AGGREGATING UP TO `[] MILLION (OFFER)
COMPRISING A FRESH ISSUE OF UP TO 11,600,000 EQUITY SHARES
AGGREGATING UP TO `[] MILLION (FRESH ISSUE) AND AN OFFER FOR SALE
OF UP TO 18,200,000 EQUITY SHARES BY THE SELLING SHAREHOLDERS (AS
DEFINED HEREUNDER), INCLUDING ONE OF OUR PROMOTERS, DR. BS AJAI
KUMAR, AGGREGATING UP TO `[] MILLION (OFFER FOR SALE). THE OFFER
WOULD CONSTITUTE 35.03% OF OUR POST-OFFER PAID-UP EQUITY SHARE
CAPITAL.THE FACE VALUE OF EQUITY SHARES IS ` 10 EACH. THE PRICE
BAND AND THE MINIMUM BID LOT WILL BE DECIDED BY OUR COMPANY AND THE
INVESTOR SELLING SHAREHOLDERS (AS DEFINED HEREUNDER) IN
CONSULTATION WITH THE BRLMS AND WILL BE ADVERTISED IN ALL EDITIONS
OF THE ENGLISH NATIONAL NEWSPAPER, BUSINESS STANDARD, ALL EDITIONS
OF THE HINDI NATIONAL NEWSPAPER, BUSINESS STANDARD, AND THE
BENGALURU EDITION OF THE KANNADA NEWSPAPER, HOSADIGANTHA (KANNADA
BEING THE REGIONAL LANGUAGE OF KARNATAKA, WHERE OUR REGISTERED
OFFICE IS LOCATED), EACH WITH WIDE CIRCULATION, AT LEAST FIVE
WORKING DAYS PRIOR TO THE BID/OFFER OPENING DATE AND SHALL BE MADE
AVAILABLE TO THE BSE LIMITED AND THE NATIONAL STOCK EXCHANGE OF
INDIA LIMITED FOR THE PURPOSE OF UPLOADING ON THEIR WEBSITES.
In case of any revision in the Price Band, the Bid/Offer Period
will be extended by at least three additional Working Days after
such revision in the Price Band, subject to the Bid/Offer Period
not exceeding 10 Working Days. Any revision in the Price Band and
the revised Bid/Offer Period, if applicable, will be widely
disseminated by notification to BSE Limited (BSE) and the National
Stock Exchange of India Limited (NSE), by issuing a press release,
and also by indicating the change on the websites of the BRLMs and
at the terminals of the Syndicate Members.
In terms of Rule 19(2)(b)(ii) of the Securities Contracts
(Regulation) Rules, 1957, as amended (SCRR), and in accordance with
Regulation 26(2) of the Securities and Exchange Board of India
(Issue of Capital and Disclosure Require-ments) Regulations, 2009,
as amended (the SEBI ICDR Regulations), the Offer is being made for
at least such percentage of Equity Shares equivalent to the value
of `4,000 million and the post-Offer capital of our Company at the
Offer Price is more than `16,000 million but less than or equal to
`40,000 million. The Offer is being made through the Book Building
Process wherein at least 75% of the Offer shall be Allotted on a
proportionate basis to Qualified Institutional Buyers (QIBs),
provided that our Company in consultation with the Investor Selling
Shareholders may allocate up to 60% of the QIB Portion to Anchor
Investors on a discretionary basis, out of which one-third shall be
reserved for domestic Mutual Funds only, subject to valid Bids
being received from domestic Mutual Funds at or above the Anchor
Investor Offer Price, in accordance with the SEBI ICDR Regulations.
5% of the QIB Portion (excluding the Anchor Investor Portion) shall
be available for allocation on a proportionate basis to Mutual
Funds only, and the remainder of the QIB Portion shall be available
for allocation on a proportionate basis to all QIB Bidders (other
than Anchor Investors), including Mutual Funds, subject to valid
Bids being received at or above the Offer Price. Further, not more
than 15% of the Offer shall be available for allocation on a
proportionate basis to Non-Institutional Bidders and not more than
10% of the Offer shall be available for allocation to Retail
Individual Bidders in accordance with the SEBI ICDR Regulations,
subject to valid Bids being received at or above the Offer Price.
All potential investors, other than Anchor Investors, are required
to mandatorily utilise the Application Supported by Blocked Amount
(ASBA) process providing details of their respective bank account
which will be blocked by the Self Certified Syndicate Banks (SCSBs)
to participate in this Offer. For details, see Offer Procedure on
page 450.
RISK IN RELATION TO THE FIRST OFFERThis being the first public
issue of our Company, 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 the face value and the Cap Price is []
times the face value.The Offer Price (determined and justified by
our Company in consultation with the Investor Selling Shareholders
and the BRLMs as stated under Basis for Offer Price on page 121)
should not be taken to be indicative of the market price of the
Equity Shares after the Equity Shares are listed. No assurance can
be given regarding an active or sustained trading in the Equity
Shares or regarding the price at which the Equity Shares will be
traded after listing.
GENERAL RISKSInvestments in equity and equity-related securities
involve a degree of risk and investors should not invest any funds
in the Offer 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 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 in the Offer 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 Red Herring Prospectus. Specific attention of
the investors is invited to Risk Factors on page 17.
ISSUERS AND SELLING SHAREHOLDERS ABSOLUTE RESPONSIBILITYOur
Company, having made all reasonable inquiries, accepts
responsibility for and confirms that this 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 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
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. The Other Selling Shareholders severally and not
jointly accept responsibility that this Red Herring Prospectus
contains all information about them as Other Selling Shareholders
in the context of the Offer for Sale and further assume
responsibility for statements in relation to them included in this
Red Herring Prospectus.Further, the Investor Selling Shareholders
severally and not jointly, accept responsibility only for
statements expressly made by such Investor Selling Shareholder in
relation to itself in this Red Herring Prospectus.
LISTINGThe Equity Shares offered through this Red Herring
Prospectus are proposed to be listed on the BSE and the NSE. Our
Company has received an in-principle approval from the BSE and the
NSE for the listing of the Equity Shares pursuant to letters dated
September 14, 2015 and August 14, 2015, respectively. For the
purposes of the Offer, the Designated Stock Exchange shall be
NSE.
BOOK RUNNING LEAD MANAGERS
Kotak Mahindra Capital Company Limited1st Floor, 27 BKC, Plot
No. 27G Block, Bandra Kurla ComplexBandra (East), Mumbai 400 051,
Maharashtra, IndiaTel: +91 22 4336 0000; Fax: +91 22 6713
2447E-mail: [email protected] grievance email:
[email protected]: www.investmentbank.kotak.comContact
Person: Ganesh RaneSEBI Registration No.: INM000008704
Edelweiss Financial Services Limited14th Floor, Edelweiss
HouseOff CST Road, KalinaMumbai 400 098, Maharashtra, IndiaTel: +
91 22 4009 4400, Fax: +91 22 4086 3610Email:
[email protected] grievance email:
[email protected]:
www.edelweissfin.comContact Person: Siddharth Shah/Vivek KumarSEBI
Registration No.: INM0000010650
Goldman Sachs (India) Securities Private Limited Rational
House951-A, Appasaheb Marathe MargPrabhadevi, Mumbai 400 025,
Maharashtra, IndiaTel: +91 22 6616 9000, Fax: +91 22 6616
9090Email: [email protected] grievance email:
[email protected]:
http://www.goldmansachs.com/worldwide/india/offerings.htmlContact
Person:Dipak DagaSEBI Registration No.: INM000011054
REGISTRAR TO THE OFFER
IDFC Securities LimitedNaman Chambers, C-32, G BlockBandra Kurla
ComplexBandra (East), Mumbai 400 051, Maharashtra, IndiaTel: +91 22
6622 2600, Fax: +91 22 6622 2501Email: [email protected]
grievance email: [email protected]:
www.idfccapital.comContact Person: Gaurav GoyalSEBI Registration
No.: MB/INM000011336
IIFL Holdings Limited10th Floor, IIFL CentreKamala City,
Senapati Bapat MargLower Parel (West), Mumbai 400 013, Maharashtra,
IndiaTel: +91 22 4646 4600, Fax: +91 22 2493 1073Email:
[email protected] grievance email:
[email protected]: www.iiflcap.comContact Person: Pinak
Bhattacharyya/Vishal BangardSEBI Registration No.: INM000010940
Yes Bank LimitedYes Bank Tower, IFC, Tower 2, 18th Floor
Senapati Bapat Marg, Elphinstone (West)Mumbai 400 013, Maharashtra,
IndiaTel: +91 22 3366 9000, Fax: +91 22 2421 4508Email:
[email protected] grievance email:
[email protected]: www.yesbank.inContact Person:
Dhruvin MehtaSEBI Registration No.: MB/INM000010874
Karvy Computershare Private LimitedKarvy Selenium Tower BPlot
31-32, Gacchibowli Financial District, Nanakramguda, Hyderabad 500
032 Tel: +91 40 6716 2222, Fax: +91 40 2343 1551 E-mail:
[email protected] grievance email:
[email protected]: www.karisma.karvy.comContact Person:
Rakesh SanthaliaSEBI Registration No.: INR000000221
BID/OFFER PROGRAMMEBID/OFFER OPENS ON Wednesday, March 16,
2016(1)
BID/OFFER CLOSES ON Friday, March 18, 2016(1) Our Company, in
consultation with the Investor Selling Shareholders and the BRLMs,
shall consider participation by Anchor Investors in accordance with
the SEBI ICDR Regulations. The Anchor Investor Bid/Offer Period
shall be one Working Day prior to the Bid/Offer Opening Date.
IIFL
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TABLE OF CONTENTS
SECTION I: GENERAL
..........................................................................................................................................
2
DEFINITIONS AND ABBREVIATIONS
.........................................................................................................
2
PRESENTATION OF FINANCIAL, INDUSTRY AND MARKET DATA
.................................................... 13
FORWARD-LOOKING STATEMENTS
........................................................................................................
15
SECTION II: RISK FACTORS
.............................................................................................................................
17
SECTION III: INTRODUCTION
..........................................................................................................................
46
SUMMARY OF INDUSTRY
...........................................................................................................................
46
SUMMARY OF OUR BUSINESS
...................................................................................................................
51
SUMMARY OF FINANCIAL INFORMATION
.............................................................................................
58
THE OFFER
.....................................................................................................................................................
67
GENERAL INFORMATION
...........................................................................................................................
69
CAPITAL STRUCTURE
.................................................................................................................................
77
OBJECTS OF THE OFFER
............................................................................................................................
113
BASIS FOR OFFER PRICE
...........................................................................................................................
121
STATEMENT OF TAX BENEFITS
..............................................................................................................
124
SECTION IV: ABOUT OUR COMPANY
............................................................................................................
138
INDUSTRY OVERVIEW
..............................................................................................................................
138
OUR BUSINESS
............................................................................................................................................
150
REGULATIONS AND POLICIES
.................................................................................................................
176
HISTORY AND CERTAIN CORPORATE MATTERS
................................................................................
182
OUR MANAGEMENT
..................................................................................................................................
198
OUR PROMOTERS AND PROMOTER GROUP
.........................................................................................
215
OUR GROUP ENTITIES
...............................................................................................................................
220
RELATED PARTY TRANSACTIONS
.........................................................................................................
225
DIVIDEND POLICY
.....................................................................................................................................
226
SECTION V: FINANCIAL INFORMATION
.......................................................................................................
227
FINANCIAL STATEMENTS
........................................................................................................................
227
FINANCIAL INDEBTEDNESS
....................................................................................................................
354
MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
...............................................................................................................................................
376
SECTION VI: LEGAL AND OTHER
INFORMATION.......................................................................................
408
OUTSTANDING LITIGATION AND MATERIAL DEVELOPMENTS
..................................................... 408
GOVERNMENT AND OTHER APPROVALS
.............................................................................................
422
OTHER REGULATORY AND STATUTORY DISCLOSURES
..................................................................
425
SECTION VII: OFFER INFORMATION
............................................................................................................
443
TERMS OF THE OFFER
...............................................................................................................................
443
OFFER STRUCTURE
....................................................................................................................................
448
OFFER PROCEDURE
...................................................................................................................................
450
RESTRICTIONS ON FOREIGN OWNERSHIP OF INDIAN SECURITIES
............................................... 494
SECTION VIII: MAIN PROVISIONS OF ARTICLES OF ASSOCIATION
........................................................ 495
SECTION IX: OTHER
INFORMATION.............................................................................................................
607
MATERIAL CONTRACTS AND DOCUMENTS FOR INSPECTION
.................................................................
607
DECLARATION
............................................................................................................................................
612
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2
SECTION I: GENERAL
DEFINITIONS AND ABBREVIATIONS
This Red Herring Prospectus uses certain definitions and
abbreviations which, unless the context otherwise
indicates or implies, shall have the meaning as provided below.
References to any legislation, act, regulation, rules,
guidelines or policies shall be to such legislation, act or
regulation, as amended from time to time.
General Terms
Term Description
our Company, the Company, the Issuer or HCG
HealthCare Global Enterprises Limited, a company incorporated
under the Companies
Act, 1956 and having its Registered Office at HCG Tower, No. 8,
P Kalinga Rao Road,
Sampangi Rama Nagar, Bengaluru 560 027, Karnataka, India
we, us or our Unless the context otherwise indicates or implies,
refers to our Company together with its Subsidiaries and LLPs
Company Related Terms
Term Description
AOPL Aastha Oncology Private Limited, a company incorporated
under the Companies Act,
1956 and having its registered office at 1, Maharasthra Society,
Near Mithakali Six Road,
Ellisbridge, Ahmedabad 380 006, Gujarat, India
APEX HCG LLP APEX HCG Oncology Hospitals LLP
Articles of Association/AoA Articles of Association of our
Company, as amended
Auditors/Statutory Auditors Statutory auditors of our Company,
namely, Deloitte Haskins & Sells, Chartered
Accountants
BACC Healthcare BACC Health Care Private Limited
BCCHI The Bharath Charitable Cancer Hospital and Institute
(Private Charitable Trust)
BMORCL Banashankari Medical and Oncology Research Centre Private
Limited
Board/Board of Directors Board of Directors of our Company or a
duly constituted committee thereof
Corporate Office Corporate office of our Company located at
Tower Block, Unity Building Complex, No.
3, Mission Road, Bengaluru 560 027, Karnataka, India
Director(s) Director(s) of our Company
DKR Healthcare DKR Healthcare Private Limited
Equity Shares Equity Shares of our Company of face value of `10
each
ESOP 2010 Employee Stock Option Scheme 2010
ESOP 2014 Employee Stock Option Scheme 2014
Evolvence Evolvence India Life Sciences Fund LLC
GMH LLP Gutti Malnad Hospital LLP
Group Entities Companies, firms, ventures, etc. promoted by our
Promoters, irrespective of whether or
not such entities are covered under Section 370(1B) of the
Companies Act.
For details, see Our Group Entities on page 220
HCG Africa HealthCare Global (Africa) Pvt. Ltd.
HCG Diwan Chand LLP HealthCare Diwan Chand Imaging LLP
HCG EKO LLP HCG EKO Oncology LLP
HCG Kenya HealthCare Global (Kenya) Private Limited
HCG Mauritius HCG (Mauritius) Pvt. Ltd.
HCG Medi-Surge HCG Medi-Surge Hospitals Private Limited
HCG NCHRI LLP HCG NCHRI Oncology LLP
HCG Pinnacle HCG Pinnacle Oncology Private Limited
HCG Regency HCG Regency Oncology Healthcare Private Limited
HCG Senthil HealthCare Global Senthil Multi Specialty Hospitals
Private Limited
HCG Tanzania HealthCare Global (Tanzania) Private Limited
HCG TVH HCG TVH Medical Imaging Private Limited
HCG Uganda HealthCare Global (Uganda) Private Limited
HCG Vijay HealthCare Global Vijay Oncology Private Limited
HMS HCG Multi-Specialty Hospital
IHDUA International Human Development and Upliftment Academy
(Private Trust)
KDCPL Kruti Designers and Contractors Private Limited
Key Management Personnel Key management personnel of our Company
in terms of Regulation 2(1)(s) of the SEBI ICDR Regulations,
Section 2(51) of the Companies Act, 2013 and as disclosed in Our
Management on page 198
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3
Term Description
LLPs Limited Liability Partnership firms in which our Company is
a partner, namely:
1. APEX HCG LLP 2. HCG Diwan Chand LLP 3. HCG EKO LLP 4. HCG
NCHRI LLP 5. HCG Oncology LLP 6. Strand-Triesta LLP
Malnad Hospital Malnad Hospital and Institute of Oncology
Private Limited
Malnad LLP Malnad Hi Tech Diagnostic Centre LLP
MAT Milestone Army Trust, an Indian trust, having its principal
office at Tower A-602, 6th
floor, Express Zone, Western Express Highway, opposite Oberoi
Mall, Malad East,
Mumbai, Maharashtra, India of which Shachindra Nath is the
trustee
Memorandum of
Association/MOA
Memorandum of Association of our Company, as amended
MIMS HCG MIMS HCG Oncology Private Limited
MPEF Milestone Private Equity Fund, an Indian trust, registered
with SEBI as a venture capital
fund having its principal office at Tower A-602, 6th floor,
Express Zone, Western
Express Highway, opposite Oberoi Mall, Malad East, Mumbai,
Maharashtra, India,
through its scheme namely India Build-Out Fund-I of which
IL&FS Trust Company
Limited is the trustee
NTICPL Napean Trading and Investment Company Private Limited
PIOF PI Opportunities Fund I, a venture capital fund registered
under the SEBI VCF Regulations and having its principal office at
No. 5 Janmabhoomi Marg, Fort, Mumbai,
Maharashtra, India
Promoter Promoters of our Company, namely, Dr. BS Ajai Kumar,
Dr. Ganesh Nayak, Dr. BS
Ramesh, Dr. KS Gopinath and Dr. M Gopichand
For details, see Our Promoters and Promoter Group on page
215
Promoter Group Persons and entities constituting the promoter
group of our Company in terms of
Regulation 2(1)(zb) of the SEBI ICDR Regulations
For details, see Our Promoters and Promoter Group on page
215
Registered Office Registered office of our Company located at
HCG Tower, No. 8, P Kalinga Rao Road,
Sampangi Rama Nagar, Bengaluru 560 027, Karnataka, India
Registrar of Companies/RoC Registrar of Companies, Bangalore
situated at Karnataka, India
Restated Consolidated Financial
Statements
The restated audited consolidated financial information of our
Company, Subsidiaries and
associates which comprises of the restated audited consolidated
balance sheet, the restated
audited consolidated profit and loss information and the
restated audited consolidated
cash flow information as at and for the financial years ended
March 31, 2015, March 31,
2014, March 31, 2013, March 31, 2012 and March 31, 2011, the six
months ended
September 30, 2015 and September 30, 2014 and the eight months
ended November 30,
2015 together with the annexures and notes thereto
Restated Financial Statements Collectively, the Restated
Consolidated Financial Statements and the Restated Standalone
Financial Statements
Restated Standalone Financial
Statements
The restated audited standalone financial information of our
Company which comprises
of the restated audited standalone balance sheet, the restated
audited standalone profit and
loss information and the restated audited standalone cash flow
information as at and for
the financial years ended March 31, 2015, March 31, 2014, March
31, 2013, March 31,
2012 and March 31, 2011, the six months ended September 30, 2015
and September 30,
2014 and the eight months ended November 30, 2015 together with
the annexures and
notes thereto
Shareholders Shareholders of our Company from time to time
SSDURCPL Sada Sharada Diagnostic Urology and Rehabilitation
Centre Private Limited
SSHDUA Sada Sharada Human Development and Upliftment Academy
SSTRI Sada Sharada Tumour and Research Institute
Strand-Triesta LLP Strand-Triesta Cancer Genomics LLP
Subsidiaries or individually known
as Subsidiary
Subsidiaries of our Company namely:
1. BACC Healthcare 2. DKR Healthcare 3. HCG Medi-Surge 4. HCG
Pinnacle 5. HCG Regency 6. HCG Africa 7. HCG Mauritius 8. HCG
Kenya
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4
Term Description
9. HCG Tanzania 10. HCG Uganda 11. HCG Senthil 12. Malnad
Hospital 13. MIMS HCG
Ubiquitous Ubiquitous Oncoreach LLP
V-Sciences V-Sciences Investments Pte Ltd, a company
incorporated under the laws of Singapore and
having its registered office at 60B, Orchard Road, #06-18, Tower
2, The
Atrium@Orchard, Singapore, 238891
Offer Related Terms
Term Description
Acknowledgement Slip The slip or document issued by the
Designated Intermediary to a Bidder as proof of
registration of the Bid cum Application Form
Allot/Allotment/Allotted Unless the context otherwise requires,
allotment of the Equity Shares pursuant to the
Fresh Issue and transfer of the Equity Shares offered by the
Selling Shareholders
pursuant to the Offer for Sale to the successful Bidders
Allotment Advice Note or advice or intimation of Allotment sent
to the Bidders who have been or are to be
Allotted the Equity Shares after the Basis of Allotment has been
approved by the
Designated Stock Exchange
Allottee A successful Bidder to whom the Equity Shares are
Allotted
Anchor Investor A Qualified Institutional Buyer, applying under
the Anchor Investor Portion in
accordance with the requirements specified in the SEBI ICDR
Regulations and this Red
Herring Prospectus
Anchor Investor Allocation Price The price at which Equity
Shares will be allocated to Anchor Investors in terms of this
Red Herring Prospectus and the Prospectus which will be decided
by our Company, in
consultation with the Investor Selling Shareholders and the
BRLMs
Anchor Investor Application Form The form used by an Anchor
Investor to make a Bid in the Anchor Investor Portion and
which will be considered as an application for Allotment in
terms of this Red Herring
Prospectus and Prospectus
Anchor Investor Bid/Offer Period The day, one Working Day prior
to the Bid/Offer Opening Date, on which Bids by
Anchor Investors shall be submitted
Anchor Investor Offer Price Final price at which the Equity
Shares will be Allotted to Anchor Investors in terms of
this Red Herring Prospectus and the Prospectus, which price will
be 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
in consultation with
the Investor Selling Shareholders and the BRLMs
Anchor Investor Portion Up to 60% of the QIB Portion which may
be allocated by our Company in consultation
with the Investor Selling Shareholders and the BRLMs, to Anchor
Investors on a
discretionary basis
One-third of the Anchor Investor Portion shall be reserved for
domestic Mutual Funds,
subject to valid Bids being received from domestic Mutual Funds
at or above the Anchor
Investor Allocation Price
Application Supported by Blocked
Amount or ASBA
An application, whether physical or electronic, used by ASBA
Bidders to make a Bid and
authorize an SCSB to block the Bid Amount in the ASBA
Account
ASBA Bidder Any Bidder except Anchor Investor
ASBA Form An application form, whether physical or electronic,
used by ASBA Bidders which will
be considered as the application for Allotment in terms of this
Red Herring Prospectus
and the Prospectus
ASBA Account A bank account maintained with an SCSB and
specified in the ASBA Form submitted by
Bidders for blocking the Bid Amount mentioned in the ASBA
Form
Banker to the Offer/Escrow
Collection Bank
Banks which are clearing members and registered with SEBI as
bankers to an issue and
with whom the Escrow Account will be opened, in this case being
Yes Bank Limited
Basis of Allotment Basis on which Equity Shares will be Allotted
to successful Bidders under the Offer and which is described in
Offer Procedure on page 482
Bid An indication to make an offer during the Bid/Offer Period
by an ASBA Bidder pursuant
to submission of the ASBA Form, or during the Anchor Investor
Bid/Offer Period by an
Anchor Investor pursuant to submission of the Anchor Investor
Application Form, to
subscribe to or purchase the Equity Shares at a price within the
Price Band, including all
revisions and modifications thereto as permitted under the SEBI
ICDR Regulations
The term Bidding shall be construed accordingly
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5
Term Description
Bid Amount The highest value of optional Bids indicated in the
Bid cum Application Form and
payable by the Bidder or blocked in the ASBA Account of the
Bidder, as the case may
be, upon submission of the Bid
Bid cum Application Form The Anchor Investor Application Form or
the ASBA Form, as applicable
Bid Lot []
Bid/Offer Closing Date Except in relation to any Bids received
from the Anchor Investors, the date after which
the Designated Intermediaries will not accept any Bids, which
shall be notified in two
national daily newspapers, one each in English and Hindi, and in
one Kannada daily
newspaper, each with wide circulation
Bid/Offer Opening Date Except in relation to any Bids received
from the Anchor Investors, the date on which the
Designated Intermediaries shall start accepting Bids, which
shall be notified in all
editions of the English national newspaper Business Standard,
all editions of the Hindi
national newspaper Business Standard and the Bengaluru edition
of the Kannada
newspaper, Hosadigantha, each with wide circulation
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
can submit their Bids, including any revisions thereof
Bidder Any prospective investor who makes a Bid pursuant to the
terms of this Red Herring
Prospectus and the Bid cum Application Form and unless otherwise
stated or implied,
includes an Anchor Investor
Bidding Centers Centers at which at the Designated
Intermediaries shall accept the ASBA Forms, i.e,
Designated SCSB Branch for SCSBs, Specified Locations for
Syndicate, Broker Centres
for Registered Brokers, Designated RTA Locations for RTAs and
Designated CDP
Locations for CDPs
Book Building Process Book building process, as provided in
Schedule XI of the SEBI ICDR Regulations, in
terms of which the Offer is being made
Book Running Lead Managers or
BRLMs
The book running lead managers to the Offer namely, Kotak
Mahindra Capital Company
Limited, Edelweiss Financial Services Limited, Goldman Sachs
(India) Securities Private
Limited, IDFC Securities Limited, IIFL Holdings Limited and Yes
Bank Limited
Broker Centres Broker centres notified by the Stock Exchanges
where Bidders can submit the ASBA
Forms to a Registered Broker
The details of such Broker Centres, along with the names and
contact details of the
Registered Broker are available on the respective websites of
the Stock Exchanges
(www.bseindia.com and www.nseindia.com)
CAN/Confirmation of Allocation
Note
Notice or intimation of allocation of the Equity Shares sent to
Anchor Investors, who
have been allocated the Equity Shares, after the Anchor Investor
Bid/Offer Period
Cap Price The higher end of the Price Band, above which the
Offer Price and the Anchor Investor
Offer Price will not be finalised and above which no Bids will
be accepted
Cash Escrow Agreement Agreement dated [] entered into by our
Company, the Selling Shareholders, the Registrar to the Offer, the
BRLMs, the Syndicate Members, the Escrow Collection Bank
and the Refund Bank for collection of the Bid Amounts from
Anchor Investors, transfer
of funds to the Public Issue Account and where applicable,
refunds of the amounts
collected from Anchor Investors, on the terms and conditions
thereof
Client ID Client identification number maintained with one of
the Depositories in relation to demat
account
Collecting Depository Participant
or CDP
A depository participant as defined under the Depositories Act,
registered with SEBI and
who is eligible to procure Bids at the Designated CDP Locations
in terms of circular no.
CIR/CFD/POLICYCELL/11/2015 dated November 10, 2015 issued by
SEBI
Cut-off Price Offer Price, finalised by our Company in
consultation with the Investor Selling
Shareholders and the BRLMs
Only Retail Individual Bidders are entitled to Bid at the
Cut-off Price. QIBs and Non-
Institutional Bidders are not entitled to Bid at the Cut-off
Price
Demographic Details Details of the Bidders including the Bidders
address, name of the Bidders father/husband, investor status,
occupation and bank account details
Designated Date The date on which funds are transferred from the
Escrow Account and the amounts
blocked by the SCSBs are transferred from the ASBA Accounts, as
the case may be, to
the Public Issue Account or the Refund Account, as appropriate,
after filing of the
Prospectus with the RoC Designated CDP Locations Such locations
of the CDPs where Bidders can submit the ASBA Forms.
The details of such Designated CDP Locations, along with names
and contact details of
the Collecting Depository Participants eligible to accept ASBA
Forms are available on
the respective websites of the Stock Exchanges (www.bseindia.com
and
-
6
Term Description
www.nseindia.com)
Designated Intermediaries Syndicate, sub-Syndicate/agents,
SCSBs, Registered Brokers, CDPs and RTAs, who are
authorized to collect ASBA Forms from the ASBA Bidders, in
relation to the Offer
Designated RTA Locations Such locations of the RTAs where
Bidders can submit the ASBA Forms to RTAs.
The details of such Designated RTA Locations, along with names
and contact details of
the RTAs eligible to accept ASBA Forms are available on the
respective websites of the
Stock Exchanges (www.bseindia.com and www.nseindia.com)
Designated SCSB Branches Such branches of the SCSBs which shall
collect the ASBA Forms, a list of which is
available on the website of SEBI at
http://www.sebi.gov.in/sebiweb/home/list/5/3
3/0/0/Recognised-Intermediaries or at such other website as may
be prescribed by SEBI
from time to time
Designated Stock Exchange The National Stock Exchange of India
Limited
Draft Red Herring Prospectus or
DRHP
The Draft Red Herring Prospectus dated July 24, 2015, issued in
accordance with the
SEBI ICDR Regulations, which does not contain complete
particulars of the price at
which the Equity Shares will be Allotted and the size of the
Offer
Edelweiss Edelweiss Financial Services Limited
Eligible NRI(s) NRI(s) from jurisdictions outside India where it
is not unlawful to make an offer or
invitation under the Offer and in relation to whom the Bid cum
Application Form and this
Red Herring Prospectus will constitute an invitation to
subscribe to or to purchase the
Equity Shares
Escrow Account Account opened with the Escrow Collection Bank
and in whose favour the Anchor
Investors will transfer money through direct credit/NEFT/RTGS in
respect of the Bid
Amount when submitting a Bid
First Bidder Bidder whose name shall be mentioned in the Bid cum
Application Form or the Revision
Form and in case of joint Bids, whose name shall also appear as
the first holder of the
beneficiary account held in joint names
Floor Price The lower end of the Price Band, subject to any
revision thereto, at or above which the
Offer Price and the Anchor Investor Offer Price will be
finalised and below which no
Bids will be accepted
Fresh Issue The fresh issue of up to 11,600,000 Equity Shares
aggregating up to `[] million by our Company
General Information
Document/GID
The General Information Document prepared and issued in
accordance with the circular
(CIR/CFD/DIL/12/2013) dated October 23, 2013 notified by SEBI,
suitably modified and included in Offer Procedure on page 460
GS Goldman Sachs (India) Securities Private Limited
IDFC IDFC Securities Limited
IIFL IIFL Holdings Limited
Investor Selling Shareholders MAT, MPEF, PIOF, V-Sciences
Kotak Kotak Mahindra Capital Company Limited
Maximum RIB Allottees Maximum number of RIBs who can be allotted
the minimum Bid Lot. This is computed
by dividing the total number of Equity Shares available for
Allotment to RIBs by the
minimum Bid Lot
Mutual Fund Portion 5% of the QIB Portion (excluding the Anchor
Investor Portion), or 447,000 Equity
Shares which shall be available for allocation to Mutual Funds
only
Mutual Funds Mutual funds registered with SEBI under the
Securities and Exchange Board of India
(Mutual Funds) Regulations, 1996
Net Proceeds Proceeds of the Fresh Issue less our Companys share
of the Offer expenses
For further information about use of the Offer Proceeds and the
Offer expenses, see Objects of the Offer on page 113
Non-Institutional Bidder/NIBs All Bidders that are not QIBs or
Retail Individual Bidders and who have Bid for Equity
Shares for an amount more than `200,000 (but not including NRIs
other than Eligible
NRIs)
Non-Institutional Portion The portion of the Offer being not
more than 15% of the Offer consisting of 4,470,000
Equity Shares which shall be available for allocation on a
proportionate basis to Non-
Institutional Bidders, subject to valid Bids being received at
or above the Offer Price
Non-Resident A person resident outside India, as defined under
FEMA and includes a non resident
Indian, FIIs, FPIs and FVCIs
Offer The public issue of up to 29,800,000 Equity Shares of face
value of `10 each for cash at a
price of `[] each, aggregating up to `[] million comprising the
Fresh Issue and the Offer for Sale
Offer Agreement The agreement dated July 24, 2015 and the
addendum to the Offer Agreement dated
February 9, 2016, between our Company, the Selling Shareholders
and the BRLMs,
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7
Term Description
pursuant to which certain arrangements are agreed to in relation
to the Offer
Offer for Sale The offer for sale of up to 18,200,000 Equity
Shares by Selling Shareholders at the Offer
Price aggregating up to `[] million in terms of this Red Herring
Prospectus
Offer Price The final price at which Equity Shares will be
Allotted to Bidders other than Anchor
Investors. Equity Shares will be Allotted to Anchor Investors at
the Anchor Investor
Offer Price in terms of this Red Herring Prospectus
The Offer Price will be decided by our Company in consultation
with the Investor Selling
Shareholders and the BRLMs on the Pricing Date
Offer Proceeds The proceeds of the Offer that are available to
our Company and the Selling Shareholders
Other Selling Shareholders 1. AOPL 2. Dr. BS Ajai Kumar 3. Dr. G
Kilara 4. Dr. K Harish jointly with Shubha Harish 5. Dr. Nalini
Kilara 6. Ganga Ramaiah 7. Gangadhara Ganapati 8. Rajesh Ramaiah 9.
Shubha Harish jointly with Dr. K Harish
Price Band Price band of a minimum price of `[] per Equity Share
(Floor Price) and the maximum price of `[] per Equity Share (Cap
Price) including any revisions thereof
The Price Band and the minimum Bid Lot size for the Offer will
be decided by our
Company and the Investor Selling Shareholders in consultation
with the BRLMs and will
be advertised, at least five Working Days prior to the Bid/Offer
Opening Date, in all
editions of the English national newspaper Business Standard,
all editions of the Hindi
national newspapers Business Standard and the Bengaluru edition
of the Kannada
newspaper Hosadigantha, each with wide circulation
Pricing Date The date on which our Company in consultation with
the Investor Selling Shareholders
and the BRLMs, will finalise the Offer Price
Prospectus The Prospectus to be filed with the RoC after the
Pricing Date in accordance with Section 26 of the Companies Act,
2013, and the SEBI ICDR Regulations containing, inter alia,
the Offer Price that is determined at the end of the Book
Building Process, the size of the
Offer and certain other information including any addenda or
corrigenda thereto
Public Issue Account Bank account opened under Section 40(3) of
the Companies Act, 2013 to receive monies
from the Escrow Account and ASBA Accounts on the Designated
Date
QIB Category/QIB Portion The portion of the Offer (including the
Anchor Investor Portion) being at least 75% of the
Offer consisting of 22,350,000 Equity Shares which shall be
Allotted to QIBs (including
Anchor Investors)
Qualified Institutional Buyers or
QIBs or QIB Bidders
Qualified institutional buyers as defined under Regulation
2(1)(zd) of the SEBI ICDR
Regulations
Red Herring Prospectus or RHP This Red Herring Prospectus to be
issued in accordance with Section 32 of the
Companies Act, 2013 and the provisions of the SEBI ICDR
Regulations, which does not
have complete particulars of the price at which the Equity
Shares will be offered and the
size of the Offer including any addenda or corrigenda
thereto
This Red Herring Prospectus will be registered with the RoC at
least three days before
the Bid/Offer Opening Date and will become the Prospectus upon
filing with the RoC
after the Pricing Date
Refund Account The account opened with the Refund Bank, from
which refunds, if any, of the whole or
part of the Bid Amount to the Anchor Investors shall be made
Refund Bank Yes Bank Limited
Registered Brokers Stock brokers registered with the stock
exchanges having nationwide terminals, other
than the BRLMs and the Syndicate Members and eligible to procure
Bids in terms of
Circular No. CIR/CFD/14/2012 dated October 4, 2012 issued by
SEBI
Registrar and Share Transfer
Agents or RTAs
Registrar and share transfer agents registered with SEBI and
eligible to procure Bids at
the Designated RTA Locations in terms of circular no.
CIR/CFD/POLICYCELL/11/2015
dated November 10, 2015 issued by SEBI
Registrar to the Offer/Registrar Karvy Computershare Private
Limited
Retail Individual Bidder(s)/RIB(s) Individual Bidders, who have
Bid for the Equity Shares for an amount not more than
`200,000 in any of the bidding options in the Offer (including
HUFs applying through
their Karta and Eligible NRIs and does not include NRIs other
than Eligible NRIs)
Retail Portion The portion of the Offer being not more than 10%
of the Offer consisting of 2,980,000
Equity Shares which shall be available for allocation to Retail
Individual Bidders) in
accordance with the SEBI ICDR Regulations subject to valid Bids
being received at or
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8
Term Description
above the Offer Price
Revision Form Form used by the Bidders to modify the quantity of
the Equity Shares or the Bid Amount
in any of their ASBA Form(s) or any previous Revision
Form(s)
QIB Bidders and Non-Institutional Bidders are not allowed to
withdraw or lower their
Bids (in terms of quantity of Equity Shares or the Bid Amount)
at any stage. Retail
Individual Bidders can revise their Bids during the Bid/Offer
Period and withdraw their
Bids until Bid/Offer Closing Date.
Self Certified Syndicate Bank(s) or
SCSB(s)
The banks registered with SEBI, offering services in relation to
ASBA, a list of which is
available on the website of SEBI at
http://www.sebi.gov.in/sebiweb/home/list/5/33/0/0/Recognised-Intermediaries
and
updated from time to time
Selling Shareholders Investor Selling Shareholders and Other
Selling Shareholders offering Equity Shares in
the Offer for Sale
Selling Shareholders Share Escrow Agreement
Agreement dated February 9, 2016 entered into by our Company,
Dr. BS Ajai Kumar,
Gangadhara Ganapati, Investor Selling Shareholders, the Share
Escrow Agent, and the
BRLMs in connection with the transfer of Equity Shares under the
Offer for Sale by such
Selling Shareholders and credit of such Equity Shares to the
demat account of the
Allottees
Share Escrow Agent Escrow agent appointed pursuant to the Share
Escrow Agreement, namely, Karvy
Computershare Private Limited
Share Escrow Agreement Agreement dated July 17, 2015 entered
into by AOPL, Dr. G Kilara, Dr. K Harish,
Shubha Harish, Dr. Nalini Kilara, Ganga Ramaiah, Rajesh Ramaiah,
our Company and
the Share Escrow Agent in connection with the transfer of Equity
Shares under the Offer
for Sale by such Selling Shareholders and credit of such Equity
Shares to the demat
account of the Allottees
Specified Locations Bidding centres where the Syndicate shall
accept ASBA Forms from Bidders
Syndicate Agreement Agreement dated [] entered into entered into
among the BRLMs, the Syndicate Members, our Company and the Selling
Shareholders in relation to collection of Bid cum
Application Forms by Syndicate
Syndicate Members Intermediaries registered with SEBI who are
permitted to carry out activities as an
underwriter, namely, Kotak Securities Limited, Edelweiss
Securities Limited, Sharekhan
Limited and India Infoline Limited
Syndicate The BRLMs and the Syndicate Members
Underwriters The BRLMs and the Syndicate Members
Underwriting Agreement The agreement among the Underwriters, our
Company and the Selling Shareholders to be
entered into on or after the Pricing Date
Working Day Working Day, with reference to (a) announcement of
Price Band; and (b) Bid/Offer Period, shall mean all days,
excluding Saturdays, Sundays and public holidays, on which
commercial banks in Mumbai are open for business; and (c) the
time period between the
Bid/Offer Closing Date and the listing of the Equity Shares on
the Stock Exchanges, shall
mean all trading days of Stock Exchanges, excluding Sundays and
bank holidays, as per
the SEBI Circular SEBI/HO/CFD/DIL/CIR/P/2016/26 dated January
21, 2016.
Yes Bank Yes Bank Limited
Technical/Industry Related Terms/Abbreviations
Term Description
3D-CRT 3D-Conformal Radiation Therapy
CAP College of American Pathologists
CDC CDC Group plc
CT Computed Tomography
DNA Deoxyribo Nucleic Acid
EMR Electronic Medical Record
ERP Enterprise resource planning
FDG Fludeoxyglucose
GIPSA The General Insurers (Public Sector) Association of
India
HIS Hospital Information Systems
IBEF India Brand Equity Foundation
ICSI Intracyctoplasmic Sperm Injection
ICU Intensive Care Unit
IGRT Image Guided Radiation Therapy
IMRT Intensity-Modulated Radiation Therapy
IUI Intrauterine Insemination
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9
Term Description
IVF In Vitro Fertilisation
LINAC Linear Accelerator
MBBS Bachelor of Medicine, Bachelor of Surgery
MRI Magnetic Resonance Imaging
NABH National Accreditation Board for Hospitals and Healthcare
Providers
NABL National Accreditation Board for Testing and Calibration
Laboratories
NMR Nuclear Magnetic Resonance
PACS Picture Archiving and Communication System
PCOS Poly-Cystic Ovarian Syndrome
PCR Polymerase Chain Reaction
PET-CT Positron Emission TomographyComputed Tomography
RIS Radiology Information System
RNA Ribonucleic Acid
SRS Stereotactic Radiosurgery
SRT Stereotactic Radiotherapy
WBRRS Whole Body Robotic Radiosurgery
Conventional and General Terms or Abbreviations
Term Description
`/Rs./Rupees/INR Indian Rupees
AERB Atomic Energy Regulatory Board
AGM Annual General Meeting
AIF Alternative Investment Fund as defined in and registered
with SEBI under the Securities
and Exchange Board of India (Alternative Investments Funds)
Regulations, 2012
Air Act Air (Prevention and Control of Pollution) Act, 1981
ART Bill The Assisted Reproductive Technologies (Regulation)
Bill of 2013
ART Guidelines The Assisted Reproductive Technologies
Guidelines
AS/Accounting Standards Accounting Standards issued by the
Institute of Chartered Accountants of India
Atomic Energy Act Atomic Energy Act, 1962
Atomic Energy Rules Atomic Energy (Radiation Protection) Rules,
2004
BMW Rules Bio-Medical Waste (Management and Handling) Rules,
1998
Bn/bn Billion
BSE BSE Limited
CAGR Compounded Annual Growth Rate
Category I Foreign Portfolio
Investors
FPIs who are registered as Category I foreign portfolio
investors under the SEBI FPI Regulations
Category II Foreign Portfolio
Investors
FPIs who are registered as Category II foreign portfolio
investors under the SEBI FPI Regulations
Category III Foreign Portfolio
Investors
FPIs who are registered as Category III foreign portfolio
investors under the SEBI FPI Regulations
CCI Competition Commission of India
CDSL Central Depository Services (India) Limited
CENVAT Central Value Added Tax
CESTAT Customs, Excise and Service Tax Appellate Tribunal
CIN Corporate Identity Number
CIT Commissioner of Income Tax
Civil Code The Code of Civil Procedure, 1908
Companies Act Companies Act, 1956 and Companies Act, 2013, as
applicable
Companies Act, 1956 Companies Act, 1956 (without reference to
the provisions thereof that have ceased to
have effect upon notification of the sections of the Companies
Act, 2013) along with the
relevant rules made thereunder
Companies Act, 2013 Companies Act, 2013, to the extent in force
pursuant to the notification of the Notified
Sections, along with the relevant rules made thereunder
Competition Act The Competition Act, 2002
Customs Act The Customs Act, 1962
DCA Drugs and Cosmetics Act, 1940
DCA Rules Drugs and Cosmetics Rules, 1945
Depositories NSDL and CDSL
Depositories Act The Depositories Act, 1996
DIN Director Identification Number
DP ID Depository Participants Identification
DP/Depository Participant A depository participant as defined
under the Depositories Act
-
10
Term Description
DTC Direct Taxes Code
EGM Extraordinary General Meeting
EPA Environment Protection Act, 1986
EPCG Scheme The Export Promotion Capital Goods Scheme
EPS Earnings Per Share
Equity Listing Agreement Listing Agreement to be entered into
with the Stock Exchanges on which the Equity
Shares are to be listed
ESI Act Employees State Insurance Act, 1948
Euro/ The currency of the member states of the European Union
that have adopted the single currency in accordance with the Treaty
on the Functioning of the European Union, as
amended
FCNR Foreign Currency Non-Resident
FDI Foreign Direct Investment
FEMA Foreign Exchange Management Act, 1999, read with rules and
regulations thereunder
FEMA Regulations FEMA (Transfer or Issue of Security by a Person
Resident Outside India) Regulations,
2000 and amendments thereto
FII(s) Foreign Institutional Investors as defined under the SEBI
FPI Regulations
Financial Year/Fiscal/ Fiscal
Year/FY Unless stated otherwise, the period of 12 months ending
March 31 of that particular year
FIPB Foreign Investment Promotion Board
FPI(s) Foreign Portfolio Investors as defined under the SEBI FPI
Regulations
FVCI Foreign Venture Capital Investors as defined and registered
under the SEBI FVCI
Regulations
GDP Gross Domestic Product
GIR General Index Register
GoI/Government Government of India
GST Goods and Services Tax
Hazardous Waste Rules, HMW
Rules
Hazardous Waste (Management, Handling and Transboundary
Movement) Rules, 2008
ICAI The Institute of Chartered Accountants of India
ICDS Income Computation and Disclosure Standards notified by the
Ministry of Finance on
March 31, 2015
IFRS International Financial Reporting Standards
IMCA Indian Medical Council Act, 1956
IMDA Indian Medical Degree Act, 1916
Income Tax Act The Income Tax Act, 1961
India Republic of India
Indian Accounting Standard
Rules
The Companies (Indian Accounting Standards) Rules of 2015
Indian GAAP Generally Accepted Accounting Principles in
India
IPO Initial public offering
IRDA Insurance Regulatory and Development Authority of India
IST Indian Standard Time
IT Information Technology
Legal Metrology Act Legal Metrology Act, 2009
LLP Act Limited Liability Partnership Act, 2008
MCA Ministry of Corporate Affairs, Government of India
Mn/mn Million
MTP Act Medical Termination of Pregnancy Act, 1971
N.A./NA Not Applicable
Narcotic Act Narcotic Drugs and Psychotropic Substances Act,
1985
NAV Net Asset Value
NBFC Non-banking financial company registered with the RBI
NECS National Electronic Clearing Services
NEFT National Electronic Fund Transfer
Notified Sections The sections of the Companies Act, 2013 that
were notified by the Ministry of Corporate
Affairs, Government of India
NR Non-resident
NRE Account Non Resident External Account
NRI A person resident outside India, who is a citizen of India
or a person of Indian origin, and
shall have the meaning ascribed to such term in the Foreign
Exchange Management
(Deposit) Regulations, 2000
NRO Account Non Resident Ordinary Account
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11
Term Description
NSDL National Securities Depository Limited
NSE The National Stock Exchange of India Limited
OCB/Overseas Corporate Body A company, partnership, society or
other corporate body owned directly or indirectly to
the extent of at least 60% by NRIs including overseas trusts, in
which not less than 60%
of beneficial interest is irrevocably held by NRIs directly or
indirectly and which was in
existence on October 3, 2003 and immediately before such date
had taken benefits under
the general permission granted to OCBs under FEMA. OCBs are not
allowed to invest in
the Offer
p.a. Per annum
P/E Ratio Price/Earnings Ratio
PAN Permanent Account Number
PAT Profit After Tax
Pharmacy Act Pharmacy Act, 1948
PNDT Act Pre-Conception and Pre-Natal Diagnostic Techniques
(Prohibition of Sex Selection) Act,
1994
Radiation Rules Radiation Protection Rules, 1971
Radiation Surveillance Procedure Radiation Surveillance
Procedures for Medical Application of Radiation, 1989
Radioactive Waste Rules Atomic Energy (Safe Disposal of
Radioactice Waste) Rules, 1987
RBI Reserve Bank of India
RoC Registrar of Companies, Bangalore
RTGS Real Time Gross Settlement
SCRA Securities Contracts (Regulation) Act, 1956
SCRR Securities Contracts (Regulation) Rules, 1957
SEBI Securities and Exchange Board of India constituted under
the SEBI Act, 1992
SEBI Act Securities and Exchange Board of India Act 1992
SEBI AIF Regulations Securities and Exchange Board of India
(Alternative Investments Funds) Regulations,
2012
SEBI Depository Regulations Securities and Exchange Board of
India (Depositories and Participants) Regulations, 1996
SEBI FII Regulations Securities and Exchange Board of India
(Foreign Institutional Investors) Regulations,
1995
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 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
SEBI Mutual Fund Regulations Securities and Exchange Board of
India (Mutual Funds) Regulations, 1996
SEBI Portfolio Manager
Regulations
Securities and Exchange Board of India (Portfolio Managers)
Regulations, 1993
SEBI Stock Broker Regulations Securities and Exchange Board of
India (Stock Brokers and Sub-Brokers) Regulations,
1992
SEBI VCF Regulations Securities and Exchange Board of India
(Venture Capital Fund) Regulations, 1996
Securities Act U.S. Securities Act, 1933
SICA Sick Industrial Companies (Special Provisions) Act,
1985
Sq. ft./sq.ft. Square feet
Stamp Act The Indian Stamp Act, 1899
State Government The government of a state in India
Stock Exchanges The BSE and the NSE
STT Securities Transaction Tax
Takeover Regulations Securities and Exchange Board of India
(Substantial Acquisition of Shares and
Takeovers) Regulations, 2011
TAN Tax deduction account number
Transplantation of Organs Act Transplantation of Human Organs
Act, 1994
U.S./USA/United States United States of America
ULIP Unit-linked insurance plan
US GAAP Generally Accepted Accounting Principles in the United
States of America
USD/US$ United States Dollars
VAS Value Added Services
VAT Value Added Tax
VCFs Venture Capital Funds as defined in and registered with
SEBI under the SEBI VCF
Regulations
Water Act Water (Prevention and Control of Pollution) Act,
1974
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12
Term Description
X-Ray Safety Code The Safety Code for Medical Diagnostic X-Ray
Equipment and Installations, 2001
The words and expressions used but not defined herein shall have
the same meaning as is assigned to such terms
under the SEBI ICDR Regulations, the Companies Act, the SCRA,
the Depositories Act and the rules and
regulations made thereunder.
Notwithstanding the foregoing, terms in Statement of Tax
Benefits, Financial Statements and Main Provisions of Articles of
Association on pages 124, 227 and 496, respectively, shall have the
meaning given to such terms in
such sections.
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13
PRESENTATION OF FINANCIAL, INDUSTRY AND MARKET DATA
Certain Conventions
All references in this Red Herring Prospectus to India are to
the Republic of India, all references to Kenya are to the Republic
of Kenya, all references to Mauritius are to the Republic of
Mauritius, all references to Tanzania are to the United Republic of
Tanzania, all references Uganda are to the Republic of Uganda and
all references to USA, US and United States are to the United
States of America.
Unless stated otherwise, all references to page numbers in this
Red Herring Prospectus are to the page numbers of
this Red Herring Prospectus.
Financial Data
Unless stated otherwise, the financial data in this Red Herring
Prospectus is derived from the Restated Financial
Statements prepared in accordance with the Companies Act and
Indian GAAP, and restated in accordance with the
SEBI ICDR Regulations.
In this Red Herring Prospectus, any discrepancies in any table
between the total and the sums of the amounts listed
are due to rounding off. All figures in decimals have been
rounded off to the second decimal and all percentage
figures have been rounded off to two decimal places and
accordingly there may be consequential changes in this
Red Herring Prospectus.
Our Companys financial year commences on April 1 and ends on
March 31 of the next year; accordingly, all references to a
particular financial year, unless stated otherwise, are to the 12
months ended on March 31 of that
year.
There are significant differences between Indian GAAP, US GAAP
and IFRS. Our Company does not provide
reconciliation of the financial information included in this Red
Herring Prospectus to IFRS or US GAAP. Our
Company has not attempted to explain those differences or
quantify their impact on the financial data included in
this Red Herring Prospectus and it is urged that you consult
your own advisors regarding such differences and their
impact on financial data included in this Red Herring
Prospectus. For details in connection with risks involving
differences between Indian GAAP and IFRS, see Risk Factors on page
39. Accordingly, the degree to which the
financial information included in this Red Herring Prospectus
will provide meaningful information is entirely
dependent on the readers level of familiarity with Indian
accounting policies and practices, the Companies Act and the SEBI
ICDR Regulations. Any reliance by persons not familiar with Indian
accounting policies and practices on
the financial disclosures presented in this Red Herring
Prospectus should accordingly be limited.
Unless the context otherwise indicates, any percentage amounts,
as set forth in Risk Factors, Our Business and Managements
Discussion and Analysis of Financial Conditions and Results of
Operations on pages 17, 150 and
376 respectively, and elsewhere in this Red Herring Prospectus
have been calculated on the basis of the Restated
Financial Statements of our Company prepared in accordance with
the Companies Act and Indian GAAP and
restated in accordance with the SEBI ICDR Regulations.
EBITDA presented in this Red Herring Prospectus is a
supplemental measure of our performance and liquidity that
is not required by, or presented in accordance with, Indian
GAAP, IFRS or US GAAP. Furthermore, EBITDA is not
a measurement of our financial performance or liquidity under
Indian GAAP, IFRS or US GAAP and should not be
considered as an alternative to net profit/loss, revenue from
operations or any other performance measures derived
in accordance with Indian GAAP, IFRS or US GAAP or as an
alternative to cash flow from operations or as a
measure of our liquidity. In addition, EBITDA is not a
standardised term, hence a direct comparison of EBITDA
between companies may not be possible. Other companies may
calculate EBITDA differently from us, limiting its
usefulness as a comparative measure.
Currency and Units of Presentation
All references to:
Euro or are to the currency of the member states of the European
Union that have adopted the single currency in accordance with the
Treaty on the Functioning of the European Union, as amended;
KES are to the Kenyan Shilling, the official currency of the
Republic of Kenya;
MUR or are to the Mauritian Rupee, the official currency of the
Republic of Mauritius;
Rupees or ` or INR or Rs. are to the Indian Rupee, the official
currency of the Republic of India;
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14
TZS are to the Tanzanian Shilling, the official currency of the
United Republic of Tanzania;
UGX are to the Ugandan Shilling, the official currency of the
Republic of Uganda; and
USD or US$ are to United States Dollar, the official currency of
the United States.
Our Company has presented certain numerical information in this
Red Herring Prospectus in million units. One million represents
1,000,000 and one billion represents 1,000,000,000.
Exchange Rates
This Red Herring Prospectus contains conversions of certain
other currency amounts into Indian Rupees that have
been presented solely to comply with the SEBI ICDR Regulations.
These conversions should not be construed as a
representation that these currency amounts could have been, or
can be converted into Indian Rupees, at any
particular rate or at all.
The following table sets forth, for the periods indicated,
information with respect to the exchange rate between the
Rupee and (i) the Euro (in Rupees per Euro) (ii) the KES (in
Rupees per KES); (iii) the MUR (in Rupees per MUR);
(iv) the TZS (in Rupees per TZS); (v) the UGX (in Rupees per
UGX); and (vi) the USD (in Rupees per USD):
Currency As on March 31, 2013(1)
(`)
As on March 31, 2014(1)
(`)
As on March 31, 2015(1)
(`)
As on September 30,
2015
(`)
1 Euro 69.50 82.30 67.20 73.50
1 KES 0.64 0.69 0.67 0.63
1 MUR 1.75 1.99 1.71 1.85
1 TZS 0.03 0.04 0.04 0.03
1 UGX 0.02 0.02 0.02 0.02
1 USD 54.28 59.88 62.31 65.59 (Source: Bloomberg) (1) In the
event that March 31 of any of the respective years is a public
holiday, the previous calendar day not being a public holiday has
been
considered
Industry and Market Data
Unless stated otherwise, industry and market data used in this
Red Herring Prospectus has been obtained or derived
from publicly available information as well as industry
publications and sources.
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. Although
we believe the industry and market data used in this
Red Herring Prospectus is reliable, it has not been
independently verified by us or the BRLMs 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. 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 17. Accordingly,
investment decisions should not be based solely on such
information.
In accordance with the SEBI ICDR Regulations, Basis for Offer
Price on page 122 includes information relating
to our peer group companies. Such information has been derived
from publicly available sources, and neither we,
nor the BRLMs have independently verified such information.
The extent to which the market and industry data used in this
Red Herring Prospectus is meaningful depends on the
readers familiarity with and understanding of the methodologies
used in compiling such data. There are no standard data gathering
methodologies in the industry in which the business of our Company
is conducted, and
methodologies and assumptions may vary widely among different
industry sources.
Only statements and undertakings which are specifically
confirmed or undertaken by the Investor Selling Shareholders and
Other Selling Shareholders, as the case may be, in this Red Herring
Prospectus shall severally and
not jointly deemed to be statements and undertakings made by
such Selling Shareholders. All other statements
and/or undertakings in this Red Herring Prospectus shall be
statements and undertakings made by our Company
even if the same relates to the Selling Shareholder(s).
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FORWARD-LOOKING STATEMENTS
This Red Herring Prospectus contains certain forward-looking
statements. These forward-looking statements generally can be
identified by words or phrases such as aim, anticipate, believe,
expect, estimate, intend, objective, plan, project, will, will
continue, will pursue or other words or phrases of similar import.
Similarly, statements that describe our Companys strategies,
objectives, plans or goals are also forward-looking statements.
All forward-looking statements are subject to risks,
uncertainties and assumptions about us that could cause actual
results to differ materially from those contemplated by the
relevant forward-looking statement.
Actual results may differ materially from those suggested by the
forward-looking statements due to risks or
uncertainties associated with the expectations with respect to,
but not limited to, regulatory changes pertaining to the
industry in which our Company has businesses and its ability to
respond to them, its ability to successfully
implement its strategy, its growth and expansion, technological
changes, its exposure to market risks, general
economic and political conditions in India and globally which
have an impact on its 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 laws, regulations and taxes and changes in
competition in its industry. Important factors that
could cause actual results to differ materially from our
Companys expectations include, but are not limited to, the
following:
reported net losses by our Company and some Subsidiaries in the
recent fiscal periods and their inability to achieve or sustain
profitability in the future;
recurrence of incidents of fraud committed by employees and
officers of our Subsidiaries;
unpredictability and variability of our results of operations
year after year;
inability to maintain or successfully expand our HCG network and
our Milann network or closing down of any of our existing
centres;
inability to successfully execute our growth strategy;
outcome of the legal proceedings pending against our
Promoters;
resignation of our specialist physicians or our inability to
attract or retain such specialist physicians;
adverse economic, regulatory or other developments within
Bengaluru, which may materially and adversely affect our centre of
excellence in Bengaluru;
failure to receive payments on time from our payers; and
changes in government policies that relate to patients covered
by government schemes.
For further discussion of factors that could cause the actual
results to differ from the expectations, see Risk Factors, Our
Business and Managements Discussion and Analysis of Financial
Condition and Results of Operations on pages 17, 150 and 376,
respectively. By their nature, certain market risk disclosures are
only
estimates and could be materially different from what actually
occurs in the future. As a result, actual gains or losses
could materially differ from those that have been estimated.
We cannot assure investors that the expectations reflected in
these forward-looking statements will prove to be
correct. Given these uncertainties, investors are cautioned not
to place undue reliance on such forward-looking
statements and not to regard such statements as a guarantee of
future performance.
Forward-looking statements reflect the current views of our
Company as of the date of this Red Herring Prospectus
and are not a guarantee of future performance. These statements
are based on the managements beliefs and assumptions, which in turn
are based on currently available information. Although we believe
the assumptions upon
which these forward-looking statements are based are reasonable,
any of these assumptions could prove to be
inaccurate, and the forward-looking statements based on these
assumptions could be incorrect. Neither our
Company, our Directors, the Investor Selling Shareholders, Other
Selling Shareholders, the BRLMs 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, our Company and the BRLMs
will ensure that investors in India are
informed of material developments until the time of the grant of
listing and trading permission by the Stock
Exchanges. The Investor Selling Shareholders and Other Selling
Shareholders severally and not jointly will ensure
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that investors are informed of material developments in relation
to statements and undertakings made by the Selling
Shareholders in this Red Herring Prospectus and the Prospectus
until the time of the grant of listing and trading
permission by the Stock Exchanges. Further, in accordance with
Regulation 51A of the SEBI ICDR Regulations,
our Company may be required to undertake an annual updation of
the disclosures made in this Red Herring
Prospectus and make it publicly available in the manner
specified by SEBI.
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SECTION II: RISK FACTORS
RISK FACTORS
An investment in our Equity Shares involves a high degree of
risk. You should carefully consider all the information
in this Red Herring Prospectus, including the risks and
uncertainties described below, before making an investment
in our Equity Shares. If any one or a combination of the
following risks actually occurs, our business, prospects,
financial condition and results of operations could suffer, the
trading price of our Equity Shares could decline and
you may lose all or part of your investment. In addition, the
risks set out in this section may not be exhaustive and
additional risks and uncertainties not presently known to us, or
which we currently deem to be immaterial, may
arise or may become material in the future. Unless specified in
the relevant risk factors below, we are not in a
position to quantify the financial implication of any of the
risks mentioned below. Any potential investor in, and
purchaser of, the Equity Shares should pay particular attention
to the fact that we are governed in India, by a legal
and regulatory environment which may be different from that
which prevails in the United States and other
countries in some material respects. In making an investment
decision, prospective investors must rely on their own
examination of us on a consolidated and standalone basis and the
terms of the Offer including the merits and the
risks involved. To obtain a complete understanding of our
business, you should read the sections Our Business and
Management's Discussion and Analysis of Financial Condition and
Result of Operations on pages 150 and 376, respectively. If our
business, results of operations or financial condition suffer, the
price of our Equity Shares
and the value of your investments in the Equity Shares could
decline.
This Red Herring Prospectus also contains forward-looking
statements that involve risks and uncertainties. Our
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 Red Herring Prospectus.
In this section, unless the context otherwise requires, a
reference to our Company or to we, us and our refers to HealthCare
Global Enterprises Limited, its Subsidiaries and LLPs on a
consolidated basis. Unless
otherwise stated or the context otherwise requires, the
financial information used in this section is derived from the
Restated Consolidated Financial Statements. We have included
certain discussions relating to our audited restated
consolidated financial statements for the eight months ended
November 30, 2015 in this section as additional
information in relation to our financial performance in Fiscal
Year 2016.
INTERNAL RISK FACTORS
1. We and two of our Subsidiaries have reported net losses in
the recent fiscal periods and may be unable to achieve or sustain
profitability in the future, which may materially and adversely
impact our business and
prospects.
We incurred consolidated net losses amounting to `7.49 million,
`355.53 million and `105.14 million
during the six months ended September 30, 2015 and Fiscal Years
2014 and 2013 and standalone net losses
amounting to `45.27 million, `23.66 million, `394.98 million and
`71.58 million during the same periods,
respectively. We also incurred consolidated net loss amounting
to `37.11 million and standalone net loss
amounting to `61.49 million during the eight months ended
November 30, 2015. Our Subsidiary, HCG
Medi-Surge incurred a loss before share of profit/ (loss) of
minority interest amounting to `28.97 million
during Fiscal Year 2014. Additionally, our Subsidiary, Malnad
Hospital incurred losses before share of
profit/ (loss) of minority interest amounting to `1.43 million
and `3.14 million during the six months ended
September 30, 2015 and Fiscal Year 2015, respectively. Malnad
Hospital, also incurred a loss before share
of profit/ (loss) of minority interest amounting to `1.35
million during the eight months ended November
30, 2015. Our, HCG Medi-Surge's and Malnad Hospital's losses are
primarily attributable to insufficient
revenue to cover the expenses incurred on significant amount of
debt obtained, and the depreciation
expenses resulting from capital investments, in relation to the
operation and expansion of our, HCG Medi-
Surge's and Malnad Hospital's businesses. Although our revenue
has increased on a year-on-year basis in
the recent Fiscal Years and also from the six months ended
September 30, 2014 to the six months ended
September 30, 2015, and we earned a consolidated net profit
amounting to `5.46 million during Fiscal Year
2015, we may be unable to achieve or sustain profitability on
this revenue growth rate in the future.
We expect to continue to make substantial expenditures in the
future to develop and expand our
business, which may result in us incurring future losses. We
cannot assure you that we will be able to
realise any profits from such proposed expansions in a timely
manner, or at all. In particular, our cancer
care business is capital intensive and new cancer centres
require a gestation period to break even, as a
result of which we may not realise any profit corresponding to
the amounts spent in a timely manner, or at
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all. In the past, we have also experienced delays in executing
our cancer care projects due to, among other
things, delays in obtaining requisite government approvals,
delays by partners in completing
construction and delivering the facilities, delays by vendors in
delivering equipment and changes in the
specification of the facilities due to technical and regulatory
considerations, which resulted in significant
cost overruns and reduced profitability. We may also experience
time and cost overruns in the future in
relation to our projects under development. Any delays and cost
overruns in the future could materially
and adversely impact our profitability. Our growth strategy may
also prove more expensive than we
currently anticipate and we may not succeed in increasing our
revenue sufficiently to offset any higher
expenses. These increased expenditures may impair our ability to
achieve or sustain profitability in
the future. Our results of operations and profitability may also
be influenced by the timing of the opening
of new centres and the number of new centres opened, as new
centres generally have lower revenue and higher operating expenses
initially. See also, Management's Discussion and Analysis of
Financial Condition and Results of Operations Factors Affecting our
Financial Results Expansion of our HCG Network and our Milann
Network on page 379.
Our prior losses have had and will continue to have an adverse
effect on our business. If we continue to
incur losses in the future or we are unable to achieve or
sustain our profitability, our business and
prospects may be materially and adversely affected.
2. There have been incidents of fraud committed by employees of
one of our former subsidiaries as well as by senior managers at our
cancer centres in the past. If such incidents of fraud were to
recur, our
business, reputation and results of operations could be
materially and adversely affected.
Our former subsidiary, HCG Vijay, recorded excess revenue
amounting to `40.44 million and corresponding
excess balance in trade receivables amounting to `29.86 million
and unbilled revenue amounting to `10.58
million in the past. Of this, `32.79 million was recognised in
our consolidated financial statements (prior to
restatement adjustments) and HCG Vijay's standalone financial
statements for Fiscal Year 2013, representing
0.94% of our consolidated total revenue (prior to restatement
adjustments) and 29.04% of HCG Vijay's total
revenue, respectively, for the same year. Additionally, `7.65
million was recognised in our consolidated
financial statements (prior to restatement adjustments) and HCG
Vijay's standalone financial statements for
Fiscal Year 2012, representing 0.28% of our consolidated total
revenue (prior to restatement adjustments)
and 7.92% of HCG Vijay's total revenue, respectively, for the
same year. This excess revenue was recorded
due to deliberate recording of fictitious invoices and services
as revenue by certain employees of HCG Vijay.
This excess amount has been adjusted for in our restated
consolidated financial statements for Fiscal Years 2012 and 2013
included in this Red Herring Prospectus. For further details, see
Financial Statements Annexure 4 Consolidated Summary Statement of
Adjustments to Audited Financial Statement on page 237. In
addition, two senior managers of our comprehensive cancer centres
at Kalinga Rao Road and
Double Road in Bengaluru had misappropriated funds amounting to
`3.00 million during Fiscal Year 2011.
Although we reversed the excess revenue for HCG Vijay in our
consolidated financial statements for Fiscal
Year 2014 and have initiated legal proceedings against the
employees responsible for the fraudulent
accounting, and have terminated the employment of the two senior
managers at our comprehensive cancer
centres at Kalinga Rao Road and Double Road in Bengaluru, we
cannot assure you that similar incidents
will not occur in the future. If such incidents of fraud were to
recur, our business, reputation and results of
operations could be materially and adversely affected. For
details of the legal proceedings and our fraud prevention and
detection mechanisms, see Outstanding Litigation and Material
Developments and "Management's Discussion and Analysis of Financial
Condition and Results of Operations Significant Accounting Policies
Revenue Recognition" on pages 408 and 385, respectively.
3. Our results of operations are likely to vary from period to
period and be unpredictable, which could cause the market price of
the Equity Shares to decline.
Our results of operations have historically varied from period
to period due to various factors, and we
expect that this trend will continue. You should not rely on our
past financial results for any period as
indicators of future performance. Our results of operations in
any given period can be influenced by a
number of factors, many of which are outside of our control and
may be difficult to predict, including:
political and economic conditions, both in and outside India and
in particular, in Africa where most of our international patients
come from;
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non-availability of specialist physicians and doctors at our
centres and hospitals;
the timing of opening and the number of new centres;
outbreak of epidemics, especially in Africa (such as Ebola),
which may reduce the number of our international patients;
changes in the competitive landscape in which we operate;
changes in trends of cancer and fertility incidences in and
outside India;
government policies which may affect the pricing of our medical
services;
adverse publicity or loss of reputation of our centres,
hospitals and brands; and/or
any other risk factors described in this Red Herring
Prospectus.
See also, Management's Discussion and Analysis of Financial
Condition and Results of Operations Factors Affecting our Financial
Results on page 379 for details on the factors affecting our
financial
results.
All of these factors, in combination or alone could negatively
impact the number of our new patient
registrations and may cause significant fluctuations in our
results of operations. This variability and
unpredictability could materially and adversely affect our
results of operations and financial condition.
4. The success of our business is dependent on our ability to
maintain and expand our HCG network and our Milann network. If we
are unable to successfully maintain or expand our HCG network and
our
Milann network or if any of our existing centres or hospitals
are closed down, our business, financial
condition and cash flows could be materially and adversely
affected.
Historically, our business growth has been primarily driven by
establishing new centres and hospitals
through various partnership arrangements and acquisitions; and
we expect these to continue to be the key drivers for our future
growth. See also, Our Business Our partnership arrangements and
History and Certain Corporate Matters Summary of Key Agreements and
Shareholders Agreements on
pages 1 5 9 and 1 9 4 , respectively.
The success of our business is dependent on our ability to
maintain our relationships with our partners, to
identify suitable partners and acquisitions targets and to
undertake new partnership arrangements and