IPO ANALYSIS

Do a detailed analysis of any IPO of your choice that has got listed in last 2 years (calendar 2014,
2015, 2016). The format of submission is enclosed.

DATA ON THE COVER PAGE (apart from the group participants name and roll nos)
1.
2.
3.
4.
5.
6.
7.
8.
9.

Name of the Company.

Size of the Issue
Date of opening of the issue
Date of Closing of the issue
Allotment Price of the share
Date of Listing
Listing Price
Current Market Price
High / Low price since listing

___________________________________________________________________________
Give a summary about the Company ( 2 pages)
Give a summary about the Issue (2 pages)
Give a brief overview of the industry the company operates in ( 2-3 pages)
____________________________________________________________________________

Answer the following questions based on the prospectus

1. Registered office.
2. Head office / corporate office.
a. What is the difference between the two?
b. Can a Company have regd. office at one place and operate from another place?
c. What is the significance of the regd. office?
3. Corporate Identification Number:
a. Significance?
4. Who are the promoters and what is their background?
a. Who are the book running lead managers?
b. Who can act as lead managers?

c. How many lead managers can be there in an issue?

5. Who are the registrars?
a. Who can act as registrars to an issue?
6. Has the Company obtained govt. approval for its proposed project? Is it required?
7. When did the Company decide to issue additional equity shares? Who approves of the
Companys plan to issue further equity?
8. Where the Companys shares would be listed?
9. What are the provisions of the Sec 68 A of the Companies Act?
10. How much is the minimum amount of subscription that the Company must receive if it
has to make allotment to the investors? In how much time this money should come in?
11. Is the issue underwritten? Who can underwrite an issue? How much amount can one
underwriter underwrite in an issue?
12. Is underwriting mandatory?
13. What is the meaning of contingent underwriting?
14. What is the authorized capital of the Company? How much is the issued, subscribed &
paid up capital? What is the relationship between these?

Authorized capital: 300 crore

Issued and Paid up capital: 200 crore
This is the Maximum Capital which the company can raise in its life time. This is
mentioned in the Memorandum of the Association of the Company. This is also called as
Registered Capital or Nominal Capital.
This is the part of the Authorised Capital which is issued to the public for
Subscription. The act of creating new issued shares is called issuance, allocation or
allotment. After allotment, a subscriber becomes a shareholder. The number of issued
shares is a subset of the total authorized shares and Shares authorized = Shares issued +

Shares

unissued

The issued Capital may not be fully subscribed by the public. Subscribed Capital is that
part of issued Capital which has been taken off by the public i.e. the capital for which
applications are received from the public. So, it is a part of the Issued Capital as follows:
Issued

Capital

Subscribed

Capital

Unsubscribed

Capital

15. What is the size of the present issue? Rs 613 crore

a. How much are the promoters contributing? 130,870,882 Equity Shares
b. Is there a minimum amount that a promoter should contribute? 20% of post offer
capital
c. How many shares have been allotted on a firm basis? No
d. To whom? N/A
e. What are the guidelines regarding firm allotment?
A company making an issue to public can reserve some shares on allotment on
firm basis for some categories as specified in ICDR guidelines. Allotment on
firm basis indicates that allotment to the investor is on firm basis. ICDR
guidelines provide for maximum % of shares which can be reserved on firm basis.
The shares to be allotted on firm allotment category can be issued at a price
different from the price at which the net offer to the public is made provided that
the price at which the security is being offered to the applicants in firm allotment
category is higher than the price at which securities are offered to public.
f. When would the promoters & firm allotment money come in? N/A
g. What if it does not? No
16. Is there a reservation for certain categories of investors? On what basis?

17. How much is the offer to the public? Is there any requirement on the amount regd. to be
offered to public?

18. Is there any lock in period on promoters contribution?

Ans. Yes the lock in period is of 3 years.
19. How much is the application amount? What is the minimum numbers of shares an
investor can apply for? Are there different application forms for different investors?
20. What is the meaning of ASBA and its significance?
Ans. ASBA means Application Supported by Blocked Amount. ASBA is an
application containing an authorization to block the application money in the bank
account, for subscribing to an issue. If an investor is applying through ASBA, his
application money shall be debited from the bank account only if his/her application is
selected for allotment after the basis of allotment is finalized, or the issue is
withdrawn/failed.
ASBA (Applications Supported by Blocked Amount) is a process developed by
the India's Stock Market Regulator SEBI for applying to IPO. In ASBA, an IPO
applicant's account doesn't get debited until shares are allotted to them.
21. Can a joint application be made? In case of a joint application in whose favour would the
refund be made?
Ans. Yes to the first applicant.
22. What are multiple applications? What are the provisions regarding multiple applications?
Ans. Multiple Applications by the same individuals/entity

One person cannot apply multiple times through multiple applications for an IPO.
It's a rule and if you apply in an IPO though multiple applications with same name
or same demat account or same PAN Number, all the applications will be rejected.
23. What is the provision for applications under power of attorney?
Ans. In case of Bids made pursuant to a power of attorney a certified copy of the power
of attorney or the relevant resolution or authority, as the case may be, with a certified
copy of the memorandum of association and articles of association and/or bye laws, as
applicable, must be lodged with the Bid cum Application Form. Failing this, our
Company and the Selling Shareholder reserve the right to accept or reject any Bid in
whole or in part, in either case, without assigning any reason.
24. What are the tax benefits available to the Company and its members? Who has certified
these benefits?
1. The Company will be entitled to claim a deduction in respect of capital expenditure
incurred for any purposes of specified business carried on by it as per Section 35AD of
the Income-tax Act, 1961. Specified business for the purpose of Section 35AD includes
building and operating of a new hospital with a minimum capacity of 100 beds on or after
1 April 2010.
2. The Company will be entitled to claim a deduction in respect of profits derived from
the eligible business as specified in sub-section (7) of Section 80-IE of the Income-tax
Act,1961. Eligible business for the purpose of sub-section (7) of Section 80-IE includes
providing medical and health services in the nature of nursing home with a minimum
capacity of 25 beds which is started during the period 01 April 2007 to 31 March 2017
and is set up in the North Eastern states of India.
25. What are the objects of the issue? How many Significant Risk Factors (internal and
external) are listed in the prospectus? In your reasoned opinion the three most important
risk factors are:
The objects of the Offer are to achieve the benefits of listing the Equity Shares on the
Stock Exchanges and for the Offer for Sale of 6,287,978 Equity Shares by Ashoka
Investment Holdings Limited., up to 1,886,455 Equity Shares by Ambadevi Mauritius
Holding Limited, up to 8,174,432 Equity Shares by JPMorgan Mauritius Holdings IV
Limited, up to 2,043,608 Equity Shares by Dr. Devi Prasad Shetty and up to 2,043,608
Equity Shares by Shakuntala Shetty equity Shares. Our Company expects that listing of

the Equity Shares will enhance our visibility and brand name and provide liquidity to the
existing shareholders and to the holders of options that may be granted by our Company.
The listing of the Equity Shares will also provide a public market for the Equity Shares in
India. Our Company will not receive any proceeds from the Offer and all proceeds from
the Offer will go to the Selling Shareholder.
Risk Factors: Section II of the prospectus
1) Pending litigation of the company
2) Environmental clearance and government licenses are not available.
3) Compliances of the Central and State Governments are not being followed.
26. What is cost of the project if any? Ans.

27. If the answer to the above is yes then what are the means of finance?
Ans. The means of finance have been mainly long term debts which includes term loans,
working capital, cash credits, bank guarantee and letter of credit.
28. Who has appraised these? Is there any requirement of appraisal?
Ans. No appraising agency has been appointed in respect of any project of the Company.
29. When was the Company incorporated? Was it incorporated as a Public Ltd. or private
Ltd? What is the difference?
Ans. Narayana Hridayalaya was incorporated in Bangalore in July 19, 2000 as a private
limited company under the Companies Act, 1956. The Company was converted into a
public limited company in August 29, 2015 and the name was changed to Narayana
Hrudayalaya. The major reasons are why a private limited convert into a public limited
company is because, a public limited company can transfer its share and issue a
prospectus.
30. What have been the Companies main activities before the public issue?
Prepare early
Begin the IPO readiness process early enough so that your pre-listed company
acts and operates like a public company at least a year before the IPO

Commit substantial resources to the IPO process and build the quality
management team, robust financial and business infrastructure, corporate

governance and investor relations strategy that will attract the right investors
Dont underestimate the amount of time the IPO journey will take, or the level of

scrutiny and accountability faced by a public company

Outperform competitors on key benchmarks
Investors base an average of 60% of their IPO investment decisions on financial
factors especially: debt to equity ratios, EPS growth, sales growth, ROE,

profitability, and EBITDA growth

Investors base an average of 40% of their IPO investment decisions on nonfinancial factors especially: quality of management, corporate strategy and

execution, brand strength and operational effectiveness, and corporate governance

Be able to articulate a compelling equity story backed up by a strong track record
of growth which sets you apart from your peers while maximizing value for

owners
Evaluate capital-raising options
Consider a multi-track approach and the expanding number of capital-raising
strategies including a strategic sale to a trade or financial buyer, joint venture,

private placement, or a foreign listing

Pursue pre-IPO transactions to achieve maximum value especially debt
financing and refinancing, corporate reorganization, private placements or

business alliances
Address investors current concerns
Recognize the need for enhanced corporate governance especially recruiting
qualified non-executive board members, improved internal controls, and forming

a qualified audit committee

Fine-tune your internal business operations especially working capital

management, regulatory risk and rationalizing the business structure

Deal with current accounting challenges especially asset valuation impairment,

consolidated subsidiary financial statement issues and revenue recognition

Focus on being a public company (not just on going public)
31. What are the main objects of the Company?
The main objects of our Company were modified at the AGM of our Company held on
September 29, 2014. Prior to this amendment, the main objects of our Company were limited to

providing treatment in the field of cardiac and heart ailments. The amended main objects 1 and 2
of the Memorandum are as follows:
To undertake, assist, promote, conceive, design, build and construct, establish, set up,
develop, takeover, run, manage and operate establishments, organisations and
institutions, facilities for providing, giving and dispensing medical treatment, medical
facilities, para medical facilities, healthcare facilities and all health, medical and other
related and ancillary activities, and support and carrying out all medical and healthcare

activities, including general, multispecialty and super specialty hospitals.

To assist, engage in and provide hospital management services including technical,
managerial and commercial expertise required to enhance the functioning of new and
existing hospitals and healthcare centres; to carry on the business of acting as technical
and business consultants, project developers and technical management and commercial
advisors on all facets of Medicare, healthcare and hospital management including but not
limited to conceiving, designing, surveying, evaluating, implementing, setting up and
equipping of new hospitals, diagnostic centres, day care networks, health sanitaria,

clinics, health resorts, health spas and hospices."

The Memorandum of Association as it stood immediately prior to the amendment on September
29, 2014 did not permit our Company to operate full-fledged hospitals and limited our Company's
businesses to providing treatment for cardiac and heart ailments. Potentially, the carrying on of
activities by our Company, prior to September 29, 2014, which were not expressly permitted by
the Memorandum of Association could be viewed as beyond our Company's powers. Our
Company may not be able to enforce contracts entered at a time when our Company was engaged
in business not permitted by the Memorandum of Association. Such inability to enforce contracts
could materially affect our Companys business and financial condition.

32. Does the Company have any subsidiary?

33. How many directors are there in the Company? Are they directors of any other
Company?
Ans. There are 10 directors in the company. Yes there are directors of other companies.
Hereinbelow is the list of directors and their type:
Sr. No
1.

Name of the director

Dr. Devi Prasad Shetty

Type
Chairman and Executive

2.

Dr. Ashutosh Raghuvanshi

director
Managing director and

3
4.
5.
6.
7.
8.
9.
10.

Viren Shetty
Kiran Shaw Mazumdar
Dinesh Krishna Swamy
Mathuram Balasubramaniam
Arun Seth
B.N Subramanya
Harjit Singh Bhatia
Manohar D. Chatlani

CEO
Whole time director
Non executive director
Independent director
Independent director
Independent director
Independent director
Non-executive director
Independent director

34. Who is the Managing Director? Who is the Chairman? Who is in charge of day-to-day
operations?
Ans. Dr. Ashutosh Raghuvanshi is the Managing director and Dr. Devi Prasad Shetty is
the chairman. Below mentioned are the directors who oversee day-to-day activities. Nonexecutive directors or independent directors are not in charge of the day to day activities
of the company.
Sr. No
1.

Name of the director

Dr. Devi Prasad Shetty

Type
Chairman and Executive

2.

Dr. Ashutosh Raghuvanshi

director
Managing director and

Viren Shetty

CEO
Whole time director

35. How many key personnel the Company has? What are their qualifications?
Key Management Personnel The details of the Key Management Personnel of our
Company and our Subsidiaries, other than Dr. Devi Prasad Shetty, Dr. Ashutosh
Raghuvanshi and Viren Shetty are as follows:
Kesavan Venugopalan is the group CFO of our Company since February 18,
2013. He holds a bachelors degree in Mathematics from the University of Madras.

He is a certified chartered accountant and holds associate membership of Institute

of Cost Accountants of India and Chartered Institute of Management Accountants,
United Kingdom. Prior to joining our Company, he worked with Wipro Limited
and has around 25 years of experience. During Financial Year 2015, he was paid a

gross compensation of ` 14,376,964. His term of employment continues till 2026.

Ashish Kumar is the group Company Secretary and Compliance Officer of our
Company. He joined our Company on May 11, 2015. He is a commerce graduate
from the University of Delhi, a qualified member of Institute of Company
Secretaries of India and has completed an executive program in business
management from the Indian Institute of Management, Calcutta. Ashish has
around 13 years of experience. He has led the secretarial, regulatory and corporate
governance compliances as company secretary of TECOM Investments LLC in
Dubai. He has been associated with Damas International Limited, DAMAC, DLF
Limited and the Delhi Stock Exchange. Since he joined our Company in Financial
Year 2016, he was not paid any remuneration during the Financial Year 2015. His

term of employment continues till 2040.

Sumanta Ray is the chief marketing officer of our Company. He joined our
Company on May 28, 2012. He holds a post graduate diploma in management
from the Goa Institute of Management. He graduated from Banaras Hindu
University with a bachelors degree in Science. He also holds a diploma in
Systems Management from the National Institute of Information Technology. He
has around 18 years of experience across industries such as healthcare, telecom,
financial services and retail in India and in international markets. Prior to joining
our Company, he worked with Apollo Hospitals, Reliance Insurance and Bharati
Airtel, amongst others. During the Financial Year 2015, he was paid a gross

compensation of ` 8,210,909. His term of employment continues till 2031.

Nitin Barekere is the group head of human resources of our Company. He joined
our Company on October 15, 2013. He completed his Executive General
Management Program from the Indian Institute of Management, Bangalore. He
holds a bachelors degree in engineering from the Bangalore University. He has
around 13 years of experience across industries such as healthcare, retail and
airlines. Prior to joining our Company, he worked with Vaatsalya Healthcare,

Landmark group, Bharati Walmart, Max Hypermarket, Air Deccan, Scope

International (Standard Chartered), Skyes Enterprises on leadership hiring, change
management, process improvement, technology deployment, talent management
and organisational learning. During the Financial Year 2015, he was paid a gross

compensation of ` 6,416,561. His term of employment continues till 2035.

Srikanth Raman heads the internal audit division of our Company. He joined our
Company on March ,06 2008 as the finance controller. He holds a bachelor of
commerce degree from the University of Bombay. He is a certified Chartered
Accountant, India and a Chartered Management Accountant from UK. He has
worked as a finance manager for two medium sized services companies that were
part of a diversified conglomerate in Muscat. He has around 23 years of
experience. In the past, he has worked with the OMZEST Group. During the
Financial Year 2015, he was paid a gross compensation of ` 4,745,635. His term

of employment continues till 2026.

Ravichandran Natarajan is the senior vice-president and head of corporate
relations and CSR of our Company. He joined our Company on June 19, 2013. He
holds a bachelor of arts degree and a masters degree in business administration in
finance and marketing from Madurai Kamaraj University. Ravichandran has
around 26 years of experience in profit centre management, product development,
training, market development strategies, customer acquisition, project and
program management and relationship management. In the past, he has worked
with Cholamandalam AMC Limited., AFL Limited, Integrated Finance Company
Limited, ONIDA, and ICICI Prudential, amongst others. During the Financial
Year 2015, he was paid a gross compensation of ` 6,577,037. His term of

employment continues till 2026.

Nagarajan Anantharaman is the senior vice-president of finance of our
Company. He joined our Company on April 15, 2013. He is a commerce graduate
from American College, Madurai. He is also an associate member 171 of the
Institute of Cost Accountants of India. Nagarajan has around 31 years of
experience across industries such as banking, chemical, aluminium and steel. In
the past, he has worked with Bakelite Hylam, Pennar Aluminium and Wipro,

amongst others. During the Financial Year 2015, he was paid a gross

compensation of ` 7,109,810. His term of employment continues till 2021.

Karthik Ramakrishnan is the head of business development of our Company.
He joined our Company on May 03, 2010 as vice-president (general
management). He holds a post graduate diploma in management from the Indian
Institute of Management, Bangalore. He has a bachelors degree in chemical
engineering from Anna University. In the past, he has worked with Thermax
Limited as a senior executive. He has around nine years experience. During the
Financial Year 2015, he was paid a gross compensation of ` 2,589,346. His term

of employment continues till 2043.

Deepak Venugopalan is a zonal director of our Company. He joined our
Company on September 10, 2012. He is a healthcare professional and holds a post
graduate diploma in hospital and health management from the Indian Institute of
Health Management Research, Jaipur. He also holds a post graduate diploma in
marketing and sales management from Bharatiya Vidya Bhavan. He has around
14 years of experience in handling P&L management of healthcare facilities,
commissioning new hospitals, and developing strategic leadership roles in
hospitals. In the past, he has worked with Manipal Academy of Higher Education
and Wockhardt Hospitals Limited, amongst others. During Financial Year 2015,
he was paid a gross compensation of ` 7,876,092. His term of employment

continues till 2034.

Arunesh Punetha is a zonal director of our Company. He joined our Company on
January 30, 2012 as the chief administrative officer. He is a healthcare
professional and holds a master of business administration degree from the Sri
Satya Sai Institute of Higher Learning. He has around 22 years of experience in
general management, marketing and operations in healthcare with specific domain
expertise in healthcare and medical device organisations. In the past, he has
worked with Apollo Hospitals Enterprises Limited, Baxter India Private Limited,
Boston Scientific India, and Medtronic, amongst others. During the Financial Year
2015, he was paid a gross compensation of ` 6,173,441. His term of employment
continues till 2031.

Sunil Kumar C. N. is a zonal director of our Company. He joined our Company

on April 25, 2001 as a consultant in the perfusion department. He holds a masters
degree in philosophy in hospitals and health systems management from the Birla
Institute of Technology and Science Further, he received a post graduate diploma
in hospital and health management systems from the Indira Gandhi Open
University. He was also granted a diploma in perfusion technology by the Indian
Association of Cardiovascular-Thoracic surgeons. Sunil has around 26 years of
experience. In the past, he has worked with Manipal Heart Foundation, Trichur
Heart Hospital Limited, B.M. Birla Heart Research Centre, amongst other. During
the Financial Year 2015, he was paid a gross compensation of ` 4,579,472. His

term of employment continues till 2026.

Hanuman Prasad is a zonal director of our Company. He joined our Company in
April 01, 2003. He is a healthcare professional and holds a masters degree in
hospital management from Osmania University and a bachelors degree in science
from Kakatiya University. He joined our Company after completing his post
graduation. During the Financial Year 2015, he was paid a gross compensation of

` 4,266,300. His term of employment continues till 2040.

Dr. Vijay Singh is a zonal director of our Company. He joined our Company in
2006. He holds a bachelors degree in medicine and surgery from Bangalore
University. He has around 14 years of experience across industries. In the past, he
has worked with FinPoint, Bengaluru Medical Services Trust and Research
Institute, Chandrakala Hospital and Institute of Medical Research, among others.
During Financial Year 2015, he was paid a gross compensation of ` 2,801,000. His

term of employment continues till 2037.

36. Where would the companys project be located?
Ans. The Companys project will be in Vaishno Devi, Lucknow, Bhubaneswar and
Mumbai.
37. Has the Company entered into any collaboration / technical arrangement? What are the
salient points?
Ans. The Company has entered technical arrangements. It states To assist, engage in and
provide hospital management services including technical, managerial and commercial
expertise required to enhance the functioning of new and existing hospitals and
healthcare centres; to carry on the business of acting as technical and business

consultants, project developers and technical management and commercial advisors on

all facets of medicare, healthcare and hospital management including but not limited to
conceiving, designing, surveying, evaluating, implementing, setting up and equipping of
new hospitals, diagnostic centres, day care networks, health sanitaria, clinics, health
resorts, health spas and hospices."
38. Are there any group Companies which are listed? What is the relevant stock exchange
data?

39. Does the Company have any outstanding litigations / defaults?

Ans. Table I mentions the outstanding litigation against the companies, subsidiaries,
promoters, directors, and group companies:

Table II states the outstanding wilful defaulters of the Company

40. Has there been a change of directors since incorporation?

Ans. There has been a change in the directors since incorporation. Below mentioned is
the list of change of director:
Sr No.
1

Name of the director

Ashish Kumar

Reason for change

Resigned as alternate Director to Harjit Singh

2
3
4

Agarwal
Manohar D. Chatlani
B. N. Subramanya
Muthuraman

Bhatia
Appointed as Independent Director of our Company
Appointed as Independent Director of our Company
Appointed as Independent Director of our Company

5
6

Balasubramanian
Arun Seth
Ashish Kumar

Appointed as Independent Director of our Company

Appointed as alternate Director to Harjit Singh

Harjit Singh Bhatia

Bhatia
Appointment as nominee director of Ashoka

Holdings and Ambadevi

41. How would the allotment take place in case of oversubscription?
Ans. For the Basis of Allotment to Anchor Investors, Bidders/ Applicants may refer to the
SEBI Regulations or RHP / Prospectus. Bids received from QIBs bidding in the QIB
Category (net of Anchor Portion) at or above the Offer Price may be grouped together to
determine the total demand under this category. The QIB Category may be available for
allotment to QIBs who have Bid at a price that is equal to or greater than the Offer Price.
Allotment may be undertaken in the following manner:
(a) In the first instance allocation to Mutual Funds for up to 5% of the QIB Category
may be determined as follows:
(i) In the event that Bids by Mutual Fund exceeds 5% of the QIB Category,
allocation to Mutual Funds may be done on a proportionate basis for up to 5% of
the QIB Category;

(ii) In the event that the aggregate demand from Mutual Funds is less than 5% of
the QIB Category then all Mutual Funds may get full allotment to the extent of
valid Bids received above the Offer Price; and
(iii) Equity Shares remaining unsubscribed, if any and not allocated to Mutual
Funds may be available for allotment to all QIBs as set out at paragraph 7.4(b)
below;
(b) In the second instance, allotment to all QIBs may be determined as follows:
(i) In the event of oversubscription in the QIB Category, all QIBs who have
submitted Bids above the Offer Price may be Allotted Equity Shares on a
proportionate basis for up to 95% of the QIB Category;
(ii) Mutual Funds, who have received allocation as per (a) above, for less than the
number of Equity Shares Bid for by them, are eligible to receive Equity Shares on
a proportionate basis along with other QIBs; and
(iii) Under-subscription below 5% of the QIB Category, if any, from Mutual
Funds, may be included for allocation to the remaining QIBs on a proportionate
basis.
42. Who is the company Secretary?
a. Who are the bankers, auditors of the Company?
b. Who are the bankers to the issue? Who are the refund bankers?
Ans.

Company Secretary: Ashish Kumar

Auditors: B S R & Co. LLP
Bankers: Canara Bank, HDFC Bank Limited, Kotak Mahindra bank limited, Yes
bank

limited, The Hong Kong and Shanghai Bank and Export-Import bank of

India
Bankers to the issue: Axis Bank, IDFC and Jefferies
Refund Bankers: None
43. Has the Company taken any loan / working capital facilities from any Bank / Financial
Institution? What are the terms and conditions of the loan?
Ans. Yes the company has taken loan/working capital facilities from banks.
44. How much is the fees payable to the lead manager, registrar and other intermediaries?
Ans. Lead Managers: Bidders can bid at any price within the price band. For instance,
assume a price band of ` 20 to ` 24 per share, offer size of 3,000 equity shares and receipt
of five bids from bidders, details of which are shown in the table below. A graphical
representation of the consolidated demand and price would be made available at Bidding
71 centres during the Bidding period. The illustrative book given below shows the

demand for the equity shares of the issuer company at various prices and is collated from
bids received from various investors.
There is no fees payable to the registrar and other intermediaries.
45. What provisions of Article of Association of the Company are required to be disclosed in
the prospectus?
Ans: The provisions that have to be mentioned in the prospectus are:
a. Part I: Rights of shareholders
b. Part II: Rights of the investors
46. How many documents and material contracts been filed with the ROC?
Material Contract for the offer
1. Offer Agreement dated September 28, 2015 between our Company, the Selling
2.

Shareholders and the BRLMs.

Escrow Agreement dated [] between our Company, the Selling Shareholders, the
Registrar to the Offer, the BRLMs, the Syndicate Members, the Escrow Collection

3.

Bank(s) and the Refund Bank(s).

Share escrow agreement dated [] between our Company, the Selling Shareholders

and the Escrow Agent.

4. Syndicate Agreement dated [] between our Company, the Selling Shareholders, the
BRLMs, the Syndicate Members and the Registrar to the Offer.
5. Underwriting Agreement dated [] between our Company, the Selling Shareholders
6.

and the Underwriters.

Registrar Agreement dated September 28, 2015 between our Company, the Selling

Shareholders and the Registrar to the Offer.

7. Tripartite agreement dated September 06, 2013, between our Company, NSDL and
the Registrar to the Offer.
8. Tripartite agreement dated August 31, 2015 between our Company, CDSL and the
Registrar to the Offer.
Material Documents
1. Certified copies of the updated Memorandum of Association and Articles of
Association of our Company as amended from time to time.
2. Certificate of incorporation dated July 19, 2000.
3. Fresh certificate of incorporated dated January 11, 2008, consequent upon name
change from Narayana Hridayalaya Private Limited to Narayana Hrudayalaya Private
Limited.
4. Fresh certificate of incorporation dated August 29, 2015 issued by RoC at the time of
conversion from a private limited company into a public limited company.

5. Resolutions of the Board of Directors dated September 19, 2015 in relation to the
Offer and other related matters.
6. Resolutions passed by the Selling Shareholders namely, Ashoka Holdings, Ambadevi
and JPM dated September 17, 2015, September 17, 2015 and September 28, 2015
respectively in relation to the Offer and other related matters.
7. Consent letters by the Promoter Selling Shareholders namely, Dr. Devi Prasad Shetty
and 396 Shakuntala Shetty dated September 27, 2015.
8. Letters of transmittal dated September 27, 2015 by our Promoter Selling Shareholders
namely, Dr. Devi Prasad Shetty and Shakuntala Shetty in relation to the Offer and other
related matters.
9. Copies of the annual reports of the Company for the Financial Years ended March 31,
2011, 2012, 2013, 2014 and 2015.
10. CRISIL Report dated June, 2015.
11. The examination reports of the Statutory Auditors, on our Companys Restated
Summary Statements, included in this Draft Red Herring Prospectus dated September 23,
2015.
12. The Statement of Tax Benefits dated September 23, 2015 from the Statutory Auditors.
13. In principle listing approvals dated [] and [] issued by BSE and NSE respectively.
14. Investment agreement dated January 28, 2008 executed between our Company, our
Promoters, members of the Promoter Group and the investor Selling Shareholders as
amended by the first amendment agreement thereto dated February 01, 2008.
15. Securities subscription agreement dated December 22, 2014, entered into between our
Company, CDC Group and CDC IOL.
16. First amended and restated shareholders agreement dated December 22, 2014,
executed between our Company, our Promoters, members of the Promoter Group, the
investor Selling Shareholders, CDC Group and CDC IOL, as amended by the amendment
agreement dated July 16, 2015.
17. Share subscription and shareholders' agreement dated April 28, 2011, entered into
between our Company, IDECK and NHSHPL.
18. Consent of the Selling Shareholders, the Directors, the BRLMs, Promoter Selling
Shareholders, the Syndicate Members* , Indian Legal Counsel to our Company, Indian
Legal Counsel to the BRLMs, Indian Legal Counsel to the Selling Shareholders,
Registrar to the Offer, Statutory Auditors, Escrow Collection Bank(s)* , Refund Bank* ,
Bankers to our Company, Company Secretary and Compliance Officer, CFO as referred
to in their specific capacities. (* the aforesaid shall be appointed prior to filing of the Red

Herring Prospectus with the RoC and their consents shall be obtained prior to filing of the
Red Herring Prospectus with the RoC)
19. Due Diligence Certificate dated September 28, 2015 addressed to SEBI from the
BRLMs.
20. Letter filed by our Company with the RBI dated July 30, 2015, together with the note
thereto and annexures with respect to leasing activities undertaken by our Company and
Subsidiaries.
21. Appointment letter dated August 02, 2012 appointing Viren Shetty as a whole-time
Director of our Company.
22. Appointment letter dated April 01, 2011 appointing Ashutosh Raghuvanshi as the
Managing Director and CEO of our Company.
23. Share Purchase Agreement dated March 03, 2014, entered into between us, Jubilant
First Trust, Jubilant Life Sciences Limited and AHDL.
24. Business Transfer Agreement dated March 03, 2014, entered into between us, Jubilant
First Trust and Jubilant Life Sciences Limited.
25. Share and Asset Purchase Agreement dated November 07,2014, entered into between
us, 397 MMRHL, Ramuk AB, Ramuk Scan Investments Private Limited, Ramuk
Enterprises Private Limited and Carolina Food and Industries Private Limited.
26. Amendment agreement dated September 25, 2015, entered into between us, CDC
Group and CDC IOL.
27. Joint venture agreement dated July 25, 2012 entered into between (i) our Company
and Narayana Cayman Holdings Limited; and (ii) Ascension Health Alliance and
Ascension Health Ventures, LLC, as amended by the first amendment dated September
19, 2012, as supplemented by the agreements to extend the period for satisfaction of
second closing conditions to Ascension Parties / Narayana Cayman Holdings joint
venture agreement dated. November 30, 2012, March 13, 2013 and March 28, 2013.
47. When was the prospectus adopted by the Board of Directors?
Ans. September 28, 2015