goswami infratech private limited · goswami infratech private limited incorporated as a private...
TRANSCRIPT
Private & Confidential – For Private Circulation Only
(This Information Memorandum is neither a Prospectus
nor a Statement in Lieu of Prospectus)
Srl. No:
Dated: 27 January 2020
GOSWAMI INFRATECH PRIVATE LIMITED
Incorporated as a private limited company under the Companies Act, 1956 Date of Incorporation: Incorporated on 30 August 2012
Registered Office: E1, 3rd floor, Videocon Tower, Jhandewalan Extension, New Delhi – 110 055
Correspondence Office: S. P. Centre, 41/44; Minoo Desai Marg, Colaba, Mumbai 400 005 Tel. No.: 022 67490000; Fax: 022 66338176
DISCLOSURE DOCUMENT FOR THE ISSUE AND LISTING OF DEBENTURES ON A PRIVATE
PLACEMENT BASIS UNDER SCHEDULE I OF SEBI (ISSUE AND LISTING OF DEBT SECURITIES)
REGULATIONS, 2008 AS AMENDED FROM TIME TO TIME AND SECTION 42 OF THE COMPANIES
ACT, 2013 READ ALONGWITH RULE 14(1) OF THE COMPANIES (PROSPECTUS AND ALLOTMENT
OF SECURITIES) RULES, 2014
ISSUE OF REDEEMABLE, ZERO COUPON, NON-CONVERTIBLE DEBENTURES OF FACE VALUE
OF INR 1,000,000/- EACH (THE "DEBENTURES"), AGGREGATING TO INR 8,250,000,000 ON A
PRIVATE PLACEMENT BASIS IN TWO SERIES (THE "ISSUE"), BY GOSWAMI INFRATECH
PRIVATE LIMITED (THE "ISSUER/ GIPL/ COMPANY")
GENERAL RISK Investment in debt and debt related securities involve a degree of risk and Eligible Investors should not invest any funds in the
debt instruments, unless they can afford to take the risks attached to such investments. Eligible Investors are advised to read the
risk factors carefully before taking an investment decision in this Issue. For taking an investment decision, Eligible Investors must
rely on their own examination of the Issuer and this Information Memorandum including the risks involved. The Issue has not
been recommended or approved by Securities and Exchange Board of India (SEBI) nor does SEBI guarantee the accuracy or
adequacy of this Information Memorandum.
ISSUER’S ABSOLUTE RESPONSIBILITY The Issuer, having made all reasonable inquiries, accepts responsibility for, and confirms that this Information Memorandum
contains all information with regard to the Issuer and the Issue, which is material in the context of the Issue, that the information
contained in this Information Memorandum 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 Information Memorandum as a whole or any of such information or the expression of any such opinions or intentions
misleading in any material respect.
CREDIT RATING The Debentures offered through this Information Memorandum shall be rated by CARE Ratings Limited (CARE). The rating is
not a recommendation to buy, sell or hold securities and Eligible Investors should take their own decision. The rating may be
subject to revision or withdrawal at any time by the assigning rating agency and each rating should be evaluated independently of
any other rating. The ratings obtained are subject to revision at any point of time in the future. The rating agency has the right to
suspend, withdraw the rating at any time on the basis of new information etc.
LISTING The Debentures offered through this Information Memorandum shall be listed on the Whole Sale Debt Market Segment of the
BSE. The Issuer intends to use BSE-EBP for this Issue.
ISSUE PROGRAM Issue Opens on: 29 January 2020 Issue Closes on: 29 January 2020
ARRANGER DEBENTURE TRUSTEE AND
COMMON SECURITY TRUSTEE
REGISTRAR TO ISSUE
SPS Share brokers Pvt. Ltd Axis Trustee Services limited Universal Capital Securities Pvt. Ltd.
66, Tamarind Lane, 4/5 Haji
Kasam Bldg, 1st, floor, Fort,
Mumbai 400 001
The Ruby, 2nd Floor, SW, 29 Senapati
Bapat Marg, Dadar (West), Mumbai
400 028
21 Shakilniwas, Opp Sai Baba Temple,
Mahakali Caves Road, Andheri (East),
Mumbai -400093
Private & Confidential – For Private Circulation Only
(This Information Memorandum is neither a Prospectus
nor a Statement in Lieu of Prospectus)
TABLE OF CONTENTS
1. DEFINITIONS AND ABBREVIATIONS .................................................................................................... 3
2. DISCLAIMERS ............................................................................................................................................. 13
3. BRIEF DETAILS ABOUT THE TRANSACTION ................................................................................... 18
4. RISK FACTORS ........................................................................................................................................... 19
5. ISSUER INFORMATION ............................................................................................................................ 22
ANNEXURE 1: Abridged version of Audited Consolidated (wherever available) and Standalone Financial
Information for last 3 years ....................................................................................................................................... 74
ANNEXURE 2: Abridged version of Latest Audited / Limited Review Half Yearly Consolidated (wherever
available) and Standalone Financial Information ................................................................................................... 75
ANNEXURE 3: Rating Letter ................................................................................................................................... 76
ANNEXURE 4: Consent Letter from Debenture Trustee ...................................................................................... 80
ANNEXURE 5: Application Form ........................................................................................................................... 81
3
Private & Confidential – For Private Circulation Only
(This Information Memorandum is neither a Prospectus
nor a Statement in Lieu of Prospectus)
1. DEFINITIONS AND ABBREVIATIONS
Term Description
Account Bank Deutsche Bank AG, New Delhi Branch or Mumbai Branch (as the case may be)
Accrued Amount The amount for any outstanding Debenture on any day, the sum of the Nominal
Value and the Accrued Premium as on that day
Accrued Premium The accrued premium is calculated, for any outstanding Debenture on any day,
as follows:
AP = [NV × [(1 + Y)t -1]]
“AP” is the Accrued Premium; “NV” is the Nominal Value;
“Y” is the Yield; and
“t” is the number of Calculation Years (completed as well as incomplete) falling
in the period from (and including) the Pay-In Date until (but excluding) the date
on which the Accrued Premium is being calculated
Act The Companies Act, 1956 of India and/or the Companies Act, 2013 of India, as
the case may be.
Afcons Afcons Infrastructure Limited, a company incorporated under the provisions of
the Companies Act, 1956 of India with corporate identification number
U45200MH1976PLC019335 and having its registered office at AFCONS
House, 16, Shah Industrial Estate, Veera Desai Road, Azad Nagar P.O.,
Mumbai - 400 053.
Allot/ Allotment/
Allotted
Unless the context otherwise requires or implies, the allotment of the
Debentures pursuant to the Issue
Applicable Law(s) Any statute, national, state, provincial, local, municipal, foreign, international,
multinational or other law, treaty, code, regulation, ordinance, rule, judgment,
order, decree, bye-law, approval of any Governmental Authority, directive,
guideline, policy, requirement or other governmental restriction or any similar
form of decision of or determination by, or any interpretation or administration
having the force of law of any of the foregoing by any Governmental Authority
having jurisdiction over the matter in question, whether in effect as of the date
of the Debenture Trust Deed or at any time thereafter.
Application Form The form used by an Invited Eligible Investor to apply for subscription to the
Debentures offered through this Issue and set out in Annexure 5 hereto.
Arranger A SEBI registered merchant banker, broker or a RBI registered primary dealer,
who on behalf of an Eligible Investor bids on the BSE-EBP and is authorized
by the Issuer to act as an arranger for the Issue.
Arranger to the Issue SPS Share brokers Pvt. Ltd, a company incorporated under the provisions of the
Act with corporate identification number U67190MH1997PTC109343 and
having its registered office at 121/4, M.G. Road Agra Bldg, 1st, floor, Fort.
Mumbai 400 001
Articles of Association/
AOA
The articles of association of the Issuer
Board Board of directors of the Issuer
BSE BSE Limited
4
Private & Confidential – For Private Circulation Only
(This Information Memorandum is neither a Prospectus
nor a Statement in Lieu of Prospectus)
Term Description
BSE-EBP The electronic book building platform of the BSE for issuance of debt securities
on private placement basis
Business Day (i) for all purposes other than payment of principal and interest amounts in respect
of the Debentures, a day (other than a Saturday or a Sunday) on which banks are
open for general business in Mumbai and New Delhi; (ii) for the purposes of
payment of interest amounts in respect of the Debentures, a day (other than a
Saturday or a Sunday) on which banks are open for general business in Mumbai
and New Delhi and the money market is functioning in Mumbai; and (iii) for the
purpose of payment of principal amounts in respect of the Debentures, a day
(other than a Saturday or a Sunday) on which banks are open for general business
in Mumbai, New Delhi and Singapore.
Calculation Agent The Debenture Trustee acting as a calculation agent on the instructions of the
Debenture Holders provided by way of a majority resolution or any other person
appointed as a calculation agent by the Debenture Holders with notice to the
Issuer and the Debenture Trustee by way of a majority resolution, as the case
may be.
Calculation Date The Initial Cover Date and thereafter any day falling on or after the date of the
Debenture Trust Deed
Calculation Year
For the first Calculation Year for any Debenture, the period commencing on
(and including) the Pay-In Date and ending on (and including) the day prior to
the corresponding date in the following calendar year, and for every subsequent
Calculation Year for such Debenture, the period commencing on (and
including) the day immediately after the last day of the previous Calculation
Year and ending on (and including) the day prior to the corresponding date in
the following calendar year, provided that the numeric value of an incomplete
Calculation Year shall be calculated as per the following formula:
F = A/B
Where
F = the number of Calculation Years expressed as a fractional value;
A = the number of calendar days that have elapsed since (and including) the
first calendar day of that Calculation Year until the date on which the Accrued
Premium is being calculated; and
B = the actual number of calendar days (365 or 366, as the case may be) in that
Calculation Year.
Charged Assets The Company Charged Assets, the Common Company Charged Assets, the
Common Pledgor Charged Assets and the Individual Pledgors Charged Assets.
CI or Cyrus
Cyrus Investments Private Limited, a company incorporated under the
provisions of the Companies Act, 1913 with corporate identification number
U65920MH1923PTC001053 and having its registered office at Esplanade
House, Hazarimal Somani Marg, Fort, Mumbai - 400 023.
Common Company
Charged Assets
the Floating Charged Assets and the Charged Afcons CCPS
5
Private & Confidential – For Private Circulation Only
(This Information Memorandum is neither a Prospectus
nor a Statement in Lieu of Prospectus)
Term Description
Common Deed of
Hypothecation
The unattested deed of hypothecation entered or to be entered into on or about
the date of the Debenture Trust Deed between the Issuer and the Common
Security Trustee for creation of security over the Common Company Charged
Assets in favour of the Common Security Trustee for the benefit of the Common
Secured Parties
Common Pledgor Shareholder of the Portfolio Holding Company
Common Pledgor
Charged Assets
The Common Pledge Shares and the Common Pledgor Hypothecated Assets
charged, pledged or otherwise made the subject of Security pursuant to the
Common Share Pledge Agreement.
Common Pledge Shares 30,318 equity shares of the Portfolio Holding Company held by the Common
Pledgor constituting 7.502% of the issued and paid-up equity share capital of
and voting rights in the Portfolio Holding Company on the date of the Debenture
Trust Deed and the Collateral (as defined in the Common Share Pledge
Agreement) which are pledged or required to be pledged in favour of the
Common Security Trustee for the benefit of the Common Secured Parties
pursuant to the Common Share Pledge Agreement from time to time.
Common Share Pledge
Agreement
The agreement dated on or about the date of the Debenture Trust Deed entered
or to be entered into between the Company, the Common Pledgor and the
Common Security Trustee for creation of security over the Common Pledgor
Charged Assets in favour of the Common Security Trustee for the benefit of the
Common Secured Parties.
Common Pledgor
Hypothecated Assets
(i) the proceeds arising from transfer or sale of the Common Pledge Shares that
are due to the Common Pledgor (the “Common Pledgor Share Proceeds”);
(ii) all cash Dividends received or receivable by the Common Pledgor in respect
of the Key Assets; (iii) the Common Pledgor Receivables Account; (iv) the
Common Pledgor Deposit Account; and (v) all other non-cash Dividends that
are received or receivable by the Common Pledgor in respect of the Common
Pledge Shares
Common Pledgor
Deposit Account
The INR denominated bank account in the name of the Common Pledgor with
account number 0132118000 held with the Account Bank (or any other account
being a renewal, re-designation or replacement of that account as the Account
Bank may from time to time specify by notice in writing to the Common Pledgor
and the Common Security Trustee).
Common Pledgor
Receivables Account
INR denominated bank account in the name of the Common Pledgor held with
Axis Bank Limited, Mumbai Branch
Common Secured Parties (a) the persons who are, for the time being and from time to time, the holders
of the Existing Debentures and whose names appear in the Register of
Beneficial Owners (as defined in the relevant Existing Debenture Trust Deed);
(b) the Debenture Holders; (c) each debenture trustee in respect of each of the
Existing Debentures; and (d) the Debenture Trustee and “Common Secured
Party” means any of them
Common Security
Trustee
Axis Trustee Services Limited, a company incorporated under the Companies
Act, 1956 with corporate identity number U74999MH2008PLC182264 and
having its registered office at Axis House Bombay Dyeing Mills Compound,
Pandurang Budhkar Marg, Worli, Mumbai - 400 025 and its corporate office at
The Ruby, 2nd Floor, SW, 29 Senapati Bapat Marg, Dadar West, Mumbai- 400
028 and a desk office at 2nd Floor, 25 - Pusa Road, Karol Bagh, New Delhi –
110005, Landmark - Near Karol Bagh Metro Station, as common security
6
Private & Confidential – For Private Circulation Only
(This Information Memorandum is neither a Prospectus
nor a Statement in Lieu of Prospectus)
Term Description
trustee for the persons who are, for the time being and from time to time, the
holders of the Existing Debentures and whose names appear in the Register of
Beneficial Owners (as defined in the relevant Existing Debenture Trust Deed);
and the Debenture Holders
Common Security
Trustee Agreement
The common security trustee agreement dated on or about the date of the
Debenture Trust Deed entered or to be entered into between the Company, the
Common Pledgor, the Individual Pledgors, the Debenture Trustee, each
debenture trustee in respect of each of the Existing Debentures and the Common
Security Trustee.
Company Charged
Assets
The Cash Top-Up Assets and the CSU Receivables charged in favour of the
Debenture Trustee pursuant to the Deed of Hypothecation.
Co-pledgors Shareholders of the Common Pledgor who hold 0.02% of the shareholding of
the Common Pledgor jointly with one of the Individual Pledgors.
Charged Afcons CCPS 51,500,000 compulsorily convertible preference shares with a nominal value of
INR 10 each issued by Afcons.
CSU Receivables any and all amounts payable or due to the Company from the Credit Support
Provider from time to time pursuant to the Credit Support Undertaking.
Credit Support Provider Cyrus.
Debentures Up to 8,250 rated, listed, zero coupon, redeemable non-convertible debentures
of the nominal value of INR 1,000,000 each, aggregating to not more than INR
8,250,000,000 to be issued by the Company in dematerialised form in two series
(being Series A Debentures and Series B Debentures) and listed on the
Wholesale Debt Market Segment of the BSE pursuant to the Debenture Trust
Deed and in terms of this Information Memorandum. . The Debentures shall
have the benefit of Security created over the Charged Assets but are not
“secured debentures” for the purposes of Section 71 of the Act.
Debenture Holder(s) The persons who are, for the time being and from time to time, the holders of
the Debentures and whose names appear in the Register of Beneficial Owners,
and “Debenture Holder” means each such person.
Debenture Trust Deed Debenture trust deed dated 27 January 2020 executed by and between the Issuer
and the Debenture Trustee, the terms of which read along with this Information
Memorandum shall govern the Issue.
Debenture Trustee
Agreement
The debenture trustee agreement dated on or prior to the date of the Debenture
Trust Deed entered into between the Issuer and the Debenture Trustee before
the opening of the Issue.
Debenture Trustee/
Trustee
Axis Trustee Services Limited, a company incorporated under the Companies
Act, 1956 with corporate identity number U74999MH2008PLC182264 and
having its registered office at Axis House Bombay Dyeing Mills Compound,
Pandurang Budhkar Marg, Worli, Mumbai - 400 025 and its corporate office at
The Ruby, 2nd Floor, SW, 29 Senapati Bapat Marg, Dadar West, Mumbai- 400
028 and a desk office at 2nd Floor, 25 - Pusa Road, Karol Bagh, New Delhi –
110005, Landmark - Near Karol Bagh Metro Station, as debenture trustee for
the Debenture Holders
Debt The aggregate of the Accrued Amount, Default Interest, Break Costs (if
applicable), Hedging Costs, costs, charges, expenses and all present and future
moneys, debts and liabilities due, owing or incurred from time to time by the
Issuer to any Secured Party under or in connection with the Debentures, the
Debenture Trust Deed and/or any other Transaction Document (in each case,
7
Private & Confidential – For Private Circulation Only
(This Information Memorandum is neither a Prospectus
nor a Statement in Lieu of Prospectus)
Term Description
whether alone or jointly, or jointly and severally, with any other person, whether
actually or contingently, and whether as principal, surety or otherwise)
Deed of Hypothecation The unattested deed of hypothecation entered on or about the date of the
Debenture Trust Deed between the Issuer and the Debenture Trustee for
creation of security over the Company Charged Assets in favour of the
Debenture Trustee for the benefit of the Secured Parties.
Deemed Date of
Allotment
The date of receipt by the Indian Clearing Corporation Limited of the monies
in relation to the subscription for the Debentures and the credit by the relevant
Depository of the Debentures to the demat account of the relevant investor (on
the instruction of the Issuer), which shall be the Pay-In Date.
Default Interest For any period, the amount of interest payable on any unpaid sum in respect of
the Debentures or which is otherwise due but unpaid under the Transaction
Documents, calculated at the Default Interest Rate
Default Interest shall also accrue on the outstanding Debentures and be paid
unconditionally by the Company to, or to the order of, each Debenture Holder
upon the occurrence of certain events of default as defined in the Transaction
Documents.
Depository The National Securities Depository Limited and/or the Central Depository
Services (India) Limited, as the context requires
DP Depository Participant
Early Redemption Date Any date prior to the applicable Final Redemption Date on which the
Debentures are required to be redeemed in accordance with the Debenture Trust
Deed pursuant to the:
(a) occurrence of an illegality;
(b) occurrence of a Market Disruption Event;
(c) making of a Top-Up Trigger Early Redemption by the Issuer;
(d) occurrence of an Optional Redemption Event;
(e) occurrence of an FPI Redemption Event;
(f) occurrence of a Mandatory Prepayment Event,
(g) occurrence of an Excess Dividend Redemption Event; or
(h) occurrence of an Event of Default.
Eligible Investors Refers to the following categories of investors eligible to invest in the
Debentures:
(a) Qualified Institutional Buyers;
(b) companies incorporated in India, including public sector undertakings that
are companies incorporated in India and non-banking financial companies
incorporated in India;
(c) Financial institutions that are companies incorporated in India;
(d) SEBI registered foreign institutional investors; and
(e) SEBI registered FPI.
Encumbrance Any direct or indirect Security, Quasi-Security, Non Disposal Arrangement,
claim, option, springing, lien, power of sale in favour of a third party, retention
of title, lock-in, vendor’s lien, right of pre-emption or other third party right or
security interest (whether arising under law or by agreement) or an agreement,
arrangement or obligation to create any of the foregoing.
Excess Dividend Amount Such percentage of the excess dividend received by the Common Pledger from
the Portfolio Holding Company as agreed in the Debenture Trust Deed
8
Private & Confidential – For Private Circulation Only
(This Information Memorandum is neither a Prospectus
nor a Statement in Lieu of Prospectus)
Term Description
Excess Dividend
Redemption Event
The deposit of any amount in excess of the Excess Dividend Amount into the
Cash Top-Up Account, the Company may by delivering a notice in writing to the
Debenture Trustee elect to redeem such relevant number of Debentures
representing an amount equal to the relevant Excess Dividend Amount.
Exchange(s) The National Stock Exchange of India Limited and BSE
Existing Accounts Assets All of the Company’s rights, title, interest and benefits in, to and under the
Existing Accounts, the Existing Fixed Deposits and all amounts standing to the
credit of the Existing Accounts and the Existing Fixed Deposits.
“Existing Accounts” means the INR denominated bank accounts in the name of
the Company with account number “1540962”, “1540962-001” and "1540962-
002" held in relation to the Existing Debentures.
“Existing Fixed Deposits” means the INR denominated fixed term deposits
accounts created in relation to the Existing Debentures
Excluded Afcons CCPS 198,500,000 Afcons CCPS
Existing Debentures (a) the 8,000 rated, listed, zero coupon, redeemable non-convertible debentures
of the nominal value of INR 1,000,000 each, aggregating to INR
8,000,000,000 issued by the Company in dematerialised form in five series
and listed on the Wholesale Debt Market Segment of the BSE in December
2012;
(b) the 4,500 rated, listed, zero-coupon, redeemable, non-convertible debentures
of nominal value of INR 1,000,000 each, aggregating to INR 4,500,000,000
issued by the Company in dematerialised form in five series and listed on
the Wholesale Debt Market Segment of the BSE in June 2014; and
(c) the 3,750 rated, listed, zero-coupon, redeemable, non-convertible debentures
of nominal value of INR 1,000,000 each, aggregating to INR 3,750,000,000
issued by the Company in dematerialised form in two series and listed on the
Wholesale Debt Market Segment of the BSE in April 2018.
Existing Debenture Trust
Deeds
(a) the debenture trust deed dated 19 December 2012 entered into between the
Company and the Debenture Trustee and as amended from time to time, in
relation to the Existing Debentures referred to in sub-paragraph (a) of the
definition of ‘Existing Debentures’ above;
(b) the debenture trust deed dated 5 June 2014 entered into between the
Company and the Debenture Trustee and as amended from time to time, in
relation to the Existing Debentures referred to in sub-paragraph (b) of the
definition of ‘Existing Debentures’ above; and
(c) the debenture trust deed dated 25 April 2018 entered into between the
Company and the Debenture Trustee and as amended from time to time, in
relation to the Existing Debentures referred to in sub-paragraph (c) of the
definition of ‘Existing Debentures’ above.
Face Value/ Principal
Amount
In relation to Debentures INR 1,000,000/- each
Floating Charged Assets All the present and future rights, title and interest, in and to all the assets and
properties owned by the Company (other than the Cash Top-Up Assets, the
Existing Accounts Assets and the Charged Afcons CCPS) charged under the
Common Deed of Hypothecation.
FPI Redemption Event The occurrence of both of the following events:
9
Private & Confidential – For Private Circulation Only
(This Information Memorandum is neither a Prospectus
nor a Statement in Lieu of Prospectus)
Term Description
(i) the Issuer failing to list the Debentures on the wholesale debt market
segment of the BSE within 13 days from the Pay In Date; and
(ii) any Debenture Holder (who is an FPI and an initial subscriber to the
Debentures) does not sell the Debentures to any Eligible Investor within
15 days from the Pay In Date.
Final Redemption
Date
(a) in relation to the Series A Debentures, the date falling 15 months after the
Pay-In Date;
(b) in relation to the Series B Debentures, the date falling 40 months after the
Pay-In Date.
Financial Indebtedness Please refer to Clause 5.2.3 – Summary Term Sheet
FPI A foreign portfolio investor registered as such under the (a) SEBI (Foreign
Portfolio Investors) Regulations, 2014 and recategorized under the SEBI
(Foreign Portfolio Investors) Regulations, 2019; or (ii) SEBI (Foreign Portfolio
Investors) Regulations, 2019
FY Financial Year
Governmental Authority Any:
(a) government (central, state or otherwise) or sovereign state;
(b) governmental agency, semi-governmental or judicial or quasi-judicial or
regulatory or supervisory or administrative entity, department or authority,
court or tribunal or any political subdivision thereof; or
(c) international organization, agency or authority, including, without
limitation, any stock exchange or any self-regulatory organisation,
established under any Applicable Law.
Governing Law Laws of India
Hedging Costs Any costs, charges, expenses, fees, premiums and losses incurred by a Debenture
Holder under or in connection with any hedging transactions referencing or
relating to the Portfolio Shares or any indices that it may enter into following an
Event of Default, in order to hedge the risk of fluctuation in the implied value of
the Shares of the Portfolio Holding Company.
Individual Pledgors Shareholders of the Common Pledgor
Individual Pledgors
Charged Assets
Individual Pledgors Pledge Shares and the Collateral (as defined in the
Individual Pledgors Share Pledge Agreement) pledged pursuant to the
Individual Pledgors Share Pledge Agreement.
Individual Pledgors
Pledge Shares
100% of the shareholding of the Common Pledgor held by the Individual
Pledgors, out of which 0.02% of the shareholding of the Common Pledgor is held
by one of the Individual Pledgors jointly with the Co-pledgors.
Individual Pledgors
Share Pledge Agreement
The share pledge agreement dated on or about the date of the Debenture Trust
Deed entered or to be entered into between the Company, each Individual
Pledgor, each Co-pledgor, Common Pledgor and the Common Security Trustee
for creation of security over the Individual Pledgors Pledge Shares in favour of
the Common Security Trustee for the benefit of the Common Secured Parties.
Information
Memorandum/
Disclosure Document
This Information Memorandum pursuant to which the Debentures are being
offered to the Invited Eligible Investors on private placement basis
INR or Rs or Rupees Indian Rupees
Initial Cover Date The day falling 1 Trading Day prior to the execution of the Debenture Trust
Deed
10
Private & Confidential – For Private Circulation Only
(This Information Memorandum is neither a Prospectus
nor a Statement in Lieu of Prospectus)
Term Description
Issue The issue of the Debentures in two series in accordance with the terms of the
Debenture Trust Deed and this Information Memorandum
Issuer/ Company/ GIPL Goswami Infratech Private Limited having its registered office at E1, 3rd floor,
Videocon Tower, Jhandewalan Extension, New Delhi – 110 055.
Invited Eligible Investors Refers to the following Eligible Investors:
(a) Qualified Institutional Buyers registered/ enrolled with the BSE-EBP;
(b) Any non-Qualified Institutional Buyers including Arranger(s), who have
been authorized /mapped by the Issuer, to participate in the Issue on the
BSE-EBP at least 2 working days prior to the bid start time and have
registered/ enrolled with the BSE-EBP; and
(c) Custodians on behalf of FPIs,
that have been specifically and directly addressed by a communication from the
Issuer, inviting them to subscribe to the Debentures/ offering to issue
Debentures to them on a private placement basis.
Jurisdiction Courts and tribunals of New Delhi
Key Assets All equity shares held by the Common Pledgor in the Portfolio Holding
Company on the date of the Debenture Trust Deed
Make Whole Amount As defined in the Debenture Trust Deed
Mandatory Prepayment
Event
Events as may be agreed between the Company and the Debenture Trustee in
the Letter Agreement and the other Transaction Document(s) (and which are
specifically identified as a “Mandatory Prepayment Event”)
Market Disruption Event The imposition of any exchange control restrictions by any Governmental
Authority or any other event that restricts or impairs the ability of any Debenture
Holder to validly hold, trade or receive payments in respect of the Debentures
in its jurisdiction
Memorandum/ MOA The memorandum of association of the Issuer
Nominal Value INR 1,000,000/- being the nominal value of each Debenture
Non Disposal
Arrangement
Any third party escrow or custody arrangements, non disposal arrangements,
blocking instructions, powers of attorney for sale or any arrangement having a
similar effect in circumstances where the arrangement or transaction is entered
into primarily as a method of assuring the payment or repayment of any
Financial Indebtedness
Obligors The Issuer, the Credit Support Provider and each Individual Pledgor and
“Obligor” means any of them
Pay-In Date The date set out in this Information Memorandum as the pay in date on which
each successful bidding applicant for the relevant Debentures makes payment of
the relevant nominal value for such Debentures to the bank account of the Indian
Clearing Corporation Limited for the relevant number of Debentures to be
allotted to it.
Portfolio Company(ies) The companies listed in the Debenture Trust Deed
Portfolio Holding
Company
The holding company as identified in the Debenture Trust Deed
Portfolio Shares On any Calculation Date, the Shares held by the Portfolio Holding Company
which are not subject to any Encumbrance.
Portfolio Value On any Calculation Date, the value of the portfolio calculated in accordance
with the formula stipulated in the Debenture Trust Deed to refer to the net
11
Private & Confidential – For Private Circulation Only
(This Information Memorandum is neither a Prospectus
nor a Statement in Lieu of Prospectus)
Term Description
valuation of the equity shares held by the Credit Support Provider in the relevant
Portfolio Holding Company (indirectly).
Qualified Institutional
Buyers
Qualified institutional buyer as defined in the Securities and Exchange Board of
India (Issue of Capital and Disclosure Requirements) Regulations, 2009, as
amended from time to time.
Quasi Security A transaction under which the Obligor will:
(a) sell, transfer or otherwise dispose of any of its assets on terms whereby
they are or may be leased to or re-acquired by any other Obligor;
(b) enter into or permit to subsist any title retention arrangement;
(c) sell, transfer or otherwise dispose of any of its receivables on recourse
terms;
(d) enter into any arrangement under which money or the benefit of a bank or
other account may be applied, set-off or made subject to a combination of
accounts; or
(e) enter into any other preferential arrangement having a similar effect,
in circumstances where the arrangement or transaction is entered into primarily
as a method of raising or assuring the payment of indebtedness or of financing
the acquisition of an asset
Rating Agency CARE Ratings Limited
RBI Reserve Bank of India
Register of Beneficial
Owners
The register of beneficial owners of the Debentures maintained in the records of
the Depository
Registrar/ Registrar to the
Issue
Registrar to the Issue, in this case being Universal Capital Securities Pvt. Ltd.
ROC Registrar of Companies
RTGS Real time gross settlement
SEBI Securities and Exchange Board of India
SEBI Regulations The SEBI (Issue and Listing of Debt Securities) Regulations, 2008 as amended
from time to time.
Secured Parties The Debenture Holders, the Debenture Trustee and the Calculation Agent and
“Secured Party” means any of them.
Security A mortgage, charge, pledge, lien or other security interest securing any
obligation of any person or any other agreement or arrangement having a similar
effect.
Security Documents (a) the Deed of Hypothecation;
(b) Common Deed of Hypothecation;
(c) the Common Share Pledge Agreement;
(d) the Individual Pledgors Share Pledge Agreement;
(e) the irrevocable powers of attorney as set out in the Debenture Trust Deed;
and
(f) any other document that may be designated as a Security Document by the
Debenture Trustee and the Issuer.
Series Each of the two series of Debentures issued pursuant to the Debenture Trust Deed
and this Information Memorandum.
Series A Up to 3200 Debentures, at a nominal value of INR 10,000,000 aggregating to
not more than INR 3,200,000,000.
Series B Up to 5,050 Debentures at a nominal value of INR 10,000,000 aggregating to
12
Private & Confidential – For Private Circulation Only
(This Information Memorandum is neither a Prospectus
nor a Statement in Lieu of Prospectus)
Term Description
not more than INR 5,050,000,000
Shares The fully paid up ordinary equity shares and shares with differential voting
rights, if any, issued by a Portfolio Company
Tax Act (Indian) Income Tax Act, 1961
Top-Up Trigger Early
Redemption
Redemption of such number of Debentures proportionately across each Series,
as will result in the LTV being restored to the Initial LTV
Trading Day A day (other than a Saturday or a Sunday) on which the Exchanges are open for
trading of the Shares
13
Private & Confidential – For Private Circulation Only
(This Information Memorandum is neither a Prospectus
nor a Statement in Lieu of Prospectus)
2. DISCLAIMERS
2.1 GENERAL DISCLAIMER
This Information Memorandum is strictly for a private placement and is only an information
brochure intended for private use. Nothing in this Information Memorandum shall constitute and/or
deem to constitute an offer or an invitation to an offer to the Indian public or any section thereof to
subscribe for or otherwise acquire the Debentures in general. This Information Memorandum is
neither a prospectus nor a statement in lieu of a prospectus under the Act. This Information
Memorandum has been prepared in conformity with the SEBI Regulations issued vide Circular No.
LAD-NRO/GN/2008/13/127878 dated June 06, 2008 amended from time to time and Section 42
of the Act read alongwith Rule 14 of the Companies (Prospectus and Allotment of Securities)
Rules, 2014. The issue of Debentures that may be listed on the BSE is being made strictly on a
private placement basis. This Information Memorandum is not intended to be circulated to more
than 200 Eligible Investors (which limit shall not be considered while circulating this Information
Memorandum to Qualified Institutional Buyers, as stipulated in Section 42 of the Act) and hence
does not constitute an offer or an invitation to the public as per the Act and the SEBI Regulations
and the Act. Multiple copies hereof given to the same entity shall be deemed to be given to the
same person and shall be treated as such. It does not constitute and shall not be deemed to constitute
an offer or an invitation to subscribe to the Debentures to the public in general.
This Information Memorandum and the contents hereof are intended only for recipient(s)
who have been addressed directly and specifically through a communication by the Issuer
and only such recipients are eligible to subscribe for the Debentures. All Invited Eligible
Investors are required to comply with the relevant regulations/ guidelines applicable to them
for subscribing to this Issue. The contents of this Information Memorandum are intended to
be used only by the Invited Eligible Investors. It is not intended for distribution to any other
person.
No invitation is being made to any persons other than the Invited Eligible Investors. Any
application by a person other than an Invited Eligible Investor shall be rejected without assigning
any reason. No person who is in receipt of this Information Memorandum shall be entitled to
reproduce or distribute in whole or part or make any announcement in public or to a third party
regarding the contents of this Information Memorandum without the written consent of the Issuer.
2.2 DISCLAIMER IN RESPECT OF JURISDICTION
This Issue is made in India to investors as specified under the clause entitled “Eligible Investors”
of this Information Memorandum, who shall be specifically approached by the Issuer. This
Information Memorandum does not constitute an offer to sell or an invitation to subscribe to
Debentures offered hereby to any person to whom it is not specifically addressed. Any disputes
arising out of this Issue will be subject to the jurisdiction of the courts and tribunals of Delhi. This
Information Memorandum does not constitute an offer to sell or an invitation to subscribe to the
Debentures herein, in any other jurisdiction and to any person to whom it is unlawful to make an
offer or invitation in such jurisdiction.
2.3 DISCLAIMER OF THE ISSUER
The Issuer confirms that, as of the date hereof, this Information Memorandum (including the
14
Private & Confidential – For Private Circulation Only
(This Information Memorandum is neither a Prospectus
nor a Statement in Lieu of Prospectus)
documents incorporated by reference, if any) contains all information that is material in the context
of the Issue and the Debentures, is accurate in all material respects and does not contain any untrue
statement of a material fact. No person has been authorized to give any information or to make any
representation not contained in or incorporated by reference in this Information Memorandum or
in any material made available by the Issuer to any Eligible Investor pursuant hereto and, if given
or made, such information or representation must not be relied upon as having been authorized by
the Issuer.
The Issuer confirms that all information it considers adequate and relevant about the Issue and the
Issuer has been made available in this Information Memorandum for the use and perusal of the
Invited Eligible Investors and no selective or additional information would be made available to
any section of Invited Eligible Investors in any manner whatsoever. The Issuer accepts no
responsibility for statements made otherwise than in this Information Memorandum or any other
material issued by or at the instance of the Issuer and anyone placing reliance on any other source
of information would be doing so at his/ her/ its own risk.
The Issuer does not undertake to update this Information Memorandum to reflect subsequent events
after the date of this Information Memorandum and thus it should not be relied upon with respect
to such subsequent events without first confirming its accuracy with the Issuer.
Neither the delivery of this Information Memorandum nor any issue of Debentures made hereunder
shall, under any circumstances, constitute a representation or create any implication that there has
been no change in the affairs of the Issuer since the date hereof.
2.4 DISCLAIMER OF THE ARRANGER
It is hereby declared that the Issuer has exercised due-diligence to ensure complete compliance of
the prescribed disclosure norms in this Information Memorandum. Each person receiving this
Information Memorandum acknowledges that such person has not relied on the Arranger to the
Issue, nor any person affiliated with the Arranger to the Issue, in connection with its investigation
of the accuracy of such information or its investment decision, and each such person must rely on
its own examination of the Issuer and the merits and risks involved in investing in the Debentures.
The Arranger to the Issue: (a) has no obligations of any kind to any Invited Eligible Investor under
or in connection with any Transaction Document; (b) is not acting as trustee or fiduciary for the
Invited Eligible Investors or any other person; and (c) is under no obligation to conduct any "know
your customer" or other procedures in relation to any person on behalf of any Invited Eligible
Investor. Neither the Arranger to the Issue nor its affiliates or their respective officers, directors,
partners, employees, agents, advisors or representatives is responsible for: (a) the adequacy,
accuracy, completeness and/ or use of any information (whether oral or written) supplied by the
Issuer or any other Person in or in connection with any Transaction Document including this
Information Memorandum; (b) the legality, validity, effectiveness, adequacy or enforceability of
any Transaction Document or any other agreement, arrangement or document entered into, made
or executed in anticipation of or in connection with any Transaction Document; or (c) any
determination as to whether any information provided or to be provided to any finance party is non-
public information the use of which may be regulated or prohibited by Applicable Law or regulation
relating to insider dealing or otherwise. The role of the Arranger to the Issue in the assignment is
confined to marketing and placement of the Debentures on the basis of this Information
Memorandum as prepared by the Issuer. The Arranger to the Issue has neither scrutinized nor vetted
the contents of this Information Memorandum. The Arranger to the Issue is authorised to deliver
15
Private & Confidential – For Private Circulation Only
(This Information Memorandum is neither a Prospectus
nor a Statement in Lieu of Prospectus)
copies of this Information Memorandum on behalf of the Issuer to Invited Eligible Investors which
are considering participation in the Issue and shall use this Information Memorandum for the
purpose of soliciting subscription(s) from Invited Eligible Investors in the Debentures to be issued
by the Issuer on a private placement basis. It is to be distinctly understood that the use of this
Information Memorandum by the Arranger to the Issue should not in any way be deemed or
construed to mean that this Information Memorandum has been prepared, cleared, approved or
vetted by the Arranger to the Issue; nor does it in any manner warrant, certify or endorse the
correctness or completeness of any of the contents of this Information Memorandum.
The Arranger to the Issue has not independently verified the contents of this Information
Memorandum. Accordingly, no representation, warranty or undertaking (express or implied) is
made and no responsibility is accepted by the Arranger to the Issue or any of their officers as to the
adequacy, completeness or reasonableness of the information contained herein or of any further
information, statement, notice, opinion, memorandum, expression or forecast made or supplied at
any time in relation thereto.
2.5 DISCLAIMER OF THE TRUSTEE AND THE CALCULATION AGENT
The Trustee and the Calculation Agent are not the borrower or principal debtor or guarantors of the
monies paid/invested by the Invited Eligible Investors for the Debentures.
2.6 DISCLAIMER OF THE STOCK EXCHANGE
As required, a copy of this Disclosure Document has been submitted to the BSE for hosting the
same on its website. It is to be distinctly understood that such submission of the document with
BSE or hosting the same on its website should not in any way be deemed or construed that the
document has been cleared or approved by BSE; nor does it in any manner warrant, certify or
endorse the correctness or completeness of any of the contents of this document; nor does it warrant
that this Issuer’s securities will be listed or continue to be listed on the BSE; nor does it take
responsibility for the financial or other soundness of the Issuer, its promoters, its management or
any scheme or project of the Issuer. Every person who desires to apply for or otherwise acquire any
securities of this Issuer may do so pursuant to independent inquiry, investigation and analysis and
shall not have any claim against the BSE whatsoever by reason of any loss which may be suffered
by such person consequent to or in connection with such subscription/ acquisition whether by
reason of anything stated or omitted to be stated herein or any other reason whatsoever.
2.7 DISCLAIMER OF CREDIT RATING AGENCY
The Rating Agency has assigned the rating based on the information obtained from the Issuer and
other reliable sources, which are deemed to be accurate. The Rating Agency has taken considerable
steps to avoid any data distortion; however, it does not examine the precision or completeness of
the information obtained and hence, the information in this report is presented "as is" without any
express or implied warranty of any kind. The Rating Agency does not make any representation in
respect to the truth or accuracy of any such information. The rating assigned by the Rating Agency
should be treated as an opinion rather than a recommendation to buy, sell or hold the rated
instrument and the Rating Agency shall not be liable for any losses incurred by users from any use
of this report or its contents. The Rating Agency has the right to change, suspend or withdraw the
ratings at any time for any reasons.
16
Private & Confidential – For Private Circulation Only
(This Information Memorandum is neither a Prospectus
nor a Statement in Lieu of Prospectus)
2.8 DISCLAIMER OF RBI
The Debentures have not been recommended or approved by RBI nor does RBI guarantee the
accuracy or adequacy of this document. It is to be distinctly understood that this document should
not, in any way, be deemed or construed that the securities have been recommended for investment
by the RBI. RBI does not take any responsibility either for the financial soundness of the Issuer, or
the securities being issued by the Issuer or for the correctness of the statements made or opinions
expressed in this document. Invited Eligible Investors may make investment decision in the
securities offered in terms of this Information Memorandum solely on the basis of their own
analysis and RBI does not accept any responsibility about servicing / repayment of such investment.
2.9 DISCLAIMER OF SEBI
This Information Memorandum has not been filed with or submitted to SEBI. The Debentures have
not been recommended or approved by SEBI nor does SEBI guarantee the accuracy or adequacy
of this document. It is to be distinctly understood that this Information Memorandum should not in
any way be deemed or construed to have been approved or vetted by SEBI. SEBI does not take any
responsibility either for the financial soundness of any proposal for which the Debenture Issue is
proposed to be made or for the correctness of the statements made or opinions expressed in this
Information Memorandum. The issue of Debentures being made on a private placement basis, filing
of this document is not required with SEBI.
2.10 CAUTIONARY NOTE
Each Invited Eligible Investor acknowledges that it: (i) is knowledgeable and experienced in
financial and business matters, has expertise in assessing credit, market and all other relevant risks
and is capable of evaluating, and has evaluated, independently the merits, risks and suitability of
subscribing to/ purchasing the Debentures; (ii) understands that the Issuer has not provided, and
will not provide, any material or other information regarding the Debentures, except as included in
this Information Memorandum; (iii) has made its own investment decision regarding the
Debentures based on its own knowledge (and information it has or which is publicly available)
with respect to the Debentures or the Issuer; (iv) has had access to such information as deemed
necessary or appropriate in connection with subscription to/ purchase of the Debentures; and (v)
understands that, by purchase or holding of the Debentures, it is assuming and is capable of bearing
the risk of loss that may occur with respect to the Debentures, including the possibility that it may
lose all or a substantial portion of its investment in the Debentures and that it will not look to the
Arranger to the Issue for all or part of any such loss or losses that it may suffer.
Neither this Information Memorandum nor any other information supplied in connection with the
Issue of Debentures is intended to provide the basis of any credit or other evaluation and any
recipient of this Information Memorandum should not consider such receipt as a recommendation
to purchase any Debentures. Each Eligible Investor contemplating purchasing any Debentures
should make its own independent investigation of the financial condition and affairs of the Issuer,
and its own appraisal of the creditworthiness of the Issuer. Invited Eligible Investors should consult
their own financial, legal, tax and other professional advisors as to the risks and investment
considerations arising from an investment in the Debentures and should possess the appropriate
resources to analyze such investment and the suitability of such investment to such Invited Eligible
Investor's particular circumstances. This Information Memorandum is made available to the Invited
Eligible Investors on the strict understanding that it is confidential. Recipients shall not be entitled
17
Private & Confidential – For Private Circulation Only
(This Information Memorandum is neither a Prospectus
nor a Statement in Lieu of Prospectus)
to use any of the information otherwise than for the purpose of deciding whether or not to invest in
the Debentures.
No person, including any employee of the Issuer, has been authorised to give any information or to
make any representation not contained in this Information Memorandum. Any information or
representation not contained herein must not be relied upon as having being authorised by or on
behalf of the Issuer. Neither the delivery of this Information Memorandum at any time nor any
statement made in connection with the offering of the Debentures shall under the circumstances
imply that any information/ representation contained herein is correct at any time subsequent to the
date of this Information Memorandum. The distribution of this Information Memorandum or the
Application Forms and the offer, sale, pledge or disposal of the Debentures may be restricted by
law in certain jurisdictions. This Information Memorandum does not constitute an offer to sell or
an invitation to subscribe to the Debentures in any jurisdiction where such offer or invitation is
unauthorised or to any person to whom it is unlawful to make such offer or invitation in such
jurisdiction. Persons into whose possession this Information Memorandum comes are required by
the Issuer to inform themselves about and observe any such restrictions.
The sale or transfer of these Debentures outside India other than a sale to FII and FPI, as the case
may be in accordance with relevant notifications of the RBI and SEBI, may require regulatory
approvals in India, including without limitation, the approval of the RBI. It is the responsibility of
the Debenture Holders to also ensure that they will sell these Debentures strictly in accordance with
this Information Memorandum, the other Transaction Documents and Applicable Laws so that the
sale does not constitute an offer to the public within the meaning of the Act.
18
Private & Confidential – For Private Circulation Only
(This Information Memorandum is neither a Prospectus
nor a Statement in Lieu of Prospectus)
3. BRIEF DETAILS ABOUT THE TRANSACTION
3.1 Summary of the Business of the Issuer
The Issuer was incorporated on 30 August 2012 with main object of business being technical
consultancy. The Issuer is jointly owned by SP Finance Private Limited and SC Finance and
Investments Private Limited with each of them holding 50% of paid up capital and voting rights of
the Issuer respectively.
3.2 Summary of the Transaction
The Issuer proposes to issue up to 8250 rated, listed, zero coupon, redeemable non convertible
debentures of the nominal value of INR 1,000,000 each, aggregating to not more than INR
8,250,000,000 in two series (being Series A and Series B) to be listed on the Wholesale Debt Market
Segment of the BSE pursuant to the Debenture Trust Deed and in terms of this Information
Memorandum.
S. No. Series of
Debentures
No of
Debentures
Final Redemption Date Put Option
1. Series A 3,200 15 months after the Pay-In
Date
Please refer to Clause 5.2.3 -
Summary Term Sheet
2. Series B 5,050 40 months after the Pay-In
Date
NA
The Issuer has created/ shall create the following security:
(a) an exclusive fixed charge in favour of the Debenture Trustee over the Issuer’s present and
future right, title and interest in and to the Company Charged Assets for the benefit of the
Debenture Holders pursuant to the Deed of Hypothecation;
(b) an exclusive fixed charge over the Charged Afcons CCPS and an exclusive floating charge
over the Issuer’s present and future right, title and interest in all other Common Company
Charged Assets for the benefit of the Common Secured Parties pursuant to the Common Deed
of Hypothecation;
(c) an exclusive pledge over the Common Pledgor Charged Assets by the Common Pledgor in
favour of the Common Security Trustee, for the benefit of the Common Secured Parties; and
(d) an exclusive pledge over the Individual Pledgor Charged Assets to be created by the Individual
Pledgors in favour of the Common Security Trustee, for the benefit of the Common Secured
Parties.
The Debentures shall have the benefit of Security created over the Charged Assets, but are not
“secured debentures” for the purposes of Section 71 of the Act.
A Credit Support Undertaking has been provided by the Credit Support Provider in favour of the
Debenture Trustee for the benefit of the Debenture Holders to credit enhance the obligations of the
Issuer under the Debenture Trust Deed.
19
Private & Confidential – For Private Circulation Only
(This Information Memorandum is neither a Prospectus
nor a Statement in Lieu of Prospectus)
4. RISK FACTORS
An investment in the Debentures involves risks. These risks may include, among others, equity
market, bond market, interest rate, market volatility and economic, political and regulatory risks
and any combination of these and other risks. Some of these are briefly discussed below.
Prospective Debenture Holders should be experienced with respect to transactions in instruments
such as the Debentures. Prospective Debenture Holders should understand the risks associated with
an investment in the Debentures and should only reach an investment decision after careful
consideration of: (a) the suitability of an investment in the Debentures in the light of their own
particular financial, tax and other circumstances; and (b) the information set out in this Information
Memorandum.
The Debentures may decline in value and prospective Debenture Holders should note that,
whatever be their investment in the Debentures, the cash amount due at redemption will be an
amount such as to provide to the Debenture Holders on each Debenture, an amount equal to the
applicable Accrued Amount. More than one risk factor may simultaneously affect the Debentures
such that the effect of a particular risk factor may not be predictable. In addition, more than one
risk factor may have a compounding effect which may not be predictable. No assurance can be
given as to the effect that any combination of risk factors may have on the value of the Debentures.
Each of the risks highlighted below could have a material adverse effect on the business, operations,
financial condition or prospects of the Issuer which, in turn, could affect its ability to fulfill its
obligations under the Transaction Documents. In addition, each of the risks highlighted below
could adversely affect the rights of the participants under the Transaction Documents and, as a
result, prospective participants could lose some or all of their contribution towards the Debentures.
Eligible Investors are advised to read the following risk factors carefully before making an
investment in the Debentures offered in this Issue. You must rely on your own examination of the
Issuer and this Issue, including the risks and uncertainties involved. The ordering of the risk factors
is intended to facilitate ease of reading and reference and does not in any manner indicate the
importance of one risk factor over another.
Recipients should note that the risks described below are not the only risks the Issuer faces. The
Issuer has only described those risks in connection with the Issue and its ability to fulfill its
obligations thereunder which it considers to be material. There may be additional risks that the
Issuer currently considers not to be material or of which it is not currently aware, and any of these
risks could have the effects set forth above now or in the future. Unless specified or quantified in
the risks below, the Issuer is not in a position to quantify the financial or other implications of any
of the risks described in this section.
4.1 Taxation
Invited Eligible Investors should be aware that they may be required to pay stamp duties or other
documentary charges/ taxes in accordance with the laws and practices of India in relation to any
secondary purchase or sale of any Debentures that are issued to them. Payment and/ or delivery of
any amount due in respect of the Debentures will be conditional upon the payment of all applicable
taxes, duties and/or expenses.
20
Private & Confidential – For Private Circulation Only
(This Information Memorandum is neither a Prospectus
nor a Statement in Lieu of Prospectus)
Invited Eligible Investors should consult their own independent tax advisers. In addition, Invited
Eligible Investors should be aware that tax regulations and their application by the relevant taxation
authorities change from time to time. Accordingly, it is not possible to predict the precise tax
treatment which will apply at any given time.
4.2 The Debentures may be illiquid
It is not possible to predict if and to what extent a secondary market may develop in the Debentures
or at what price the Debentures will trade in the secondary market or whether such market will be
liquid or illiquid. If the Debentures are listed or quoted or admitted to trading on any stock
exchange(s) or quotation system(s), no assurance is given that any such listing or quotation or
admission to trading will be maintained. The fact that the Debentures may be so listed or quoted or
admitted to trading does not necessarily lead to greater liquidity than if they were not so listed or
quoted or admitted to trading.
The Issuer may, but is not obliged to, at any time purchase the Debentures at any price in the open
market or by tender or private agreement, subject to any minimum maturity period, minimum
residual maturity period or lock-in period that may apply under Applicable Law to any category of
Eligible Investor. Any Debentures so purchased may be resold or surrendered for cancellation. The
more limited the secondary market is, the more difficult it may be for Debenture Holders to realise
for the Debentures prior to redemption of the Debentures.
4.3 Credit rating downgrade
The Issuer cannot guarantee that any rating, if obtained, will not be downgraded. Such a downgrade
in the credit rating may lower the value of the Debentures and may also affect the Issuer’s ability
to raise further debt.
4.4 Future legal and regulatory obstructions
Future government policies and changes in laws and regulations in India and comments, statements
or policy changes by any regulator, including but not limited to the SEBI or the RBI, may adversely
affect the Debentures. The timing and content of any new law or regulation is not within the Issuer’s
control and such new law, regulation, comment, statement or policy change could have an adverse
effect on the market for and the price of the Debentures.
Further, the exercise by the Debenture Trustee of the powers and remedies conferred on it under
the Debenture Trust Deed and the other Transaction Documents, or otherwise vested in them by
law, will be subject to general equitable principles regarding the enforcement of security, the
general supervisory powers and discretion of the Indian courts in the context thereof and the
obtaining of any necessary governmental or regulatory consents, approvals, authorisations or
orders.
4.5 Political instability or changes in the government could delay further liberalization of the
Indian economy and adversely affect economic conditions in India generally
Since 1991, successive Indian governments have pursued policies of economic liberalization. The
role of the Central and State Governments in the Indian economy as producers, consumers and
regulators has remained significant. If there is a slowdown in economic liberalization, or a reversal
21
Private & Confidential – For Private Circulation Only
(This Information Memorandum is neither a Prospectus
nor a Statement in Lieu of Prospectus)
of steps already taken, it could have an adverse effect on the debt market which is as such exposed
to the risks of the Indian regulatory and policy regime.
4.6 The Debentures may not be a suitable investment for all Eligible Investors
Eligible Investors should ensure that they understand the nature of the Debentures and the extent of
their exposure to risk, that they have sufficient knowledge, experience and access to professional
advisers such as legal, tax, accounting and other advisers to make their own legal, tax, accounting
and financial evaluation of the merits and risks of investment in the Debentures and that they consider
the suitability of the Debentures as an investment in the light of their own circumstances and financial
condition.
4.7 Delays in court proceedings in India
In the event any dispute arises between the Issuer and a Debenture Holder or any other party, the
Issuer or such other party may need to take recourse to judicial proceedings before courts in India. It
is not unusual for court proceedings in India to continue for extended periods. Disposition of cases
may be further subject to various delays including multiple levels of appellate adjudication.
22
Private & Confidential – For Private Circulation Only
(This Information Memorandum is neither a Prospectus
nor a Statement in Lieu of Prospectus)
5. ISSUER INFORMATION
Name: Goswami Infratech Private Limited
Registered Office Address: E1, 3rd floor, Videocon Tower, Jhandewalan Extension, New
Delhi – 110 055
Corporate/ Correspondence S. P. Centre, 41/44; Minoo Desai Marg, Colaba,
Office Address: Mumbai 400 005
Compliance Officer: Ms. Pooja Nayak
A-B 105 Arunodaya Nagar Opp. St Augustine School Vasai
West, Thane - 401 202
CFO: NA
Arrangers of the Instruments: SPS Share Brokers Pvt. Ltd
66, Tamarind Lane, 4/5 Haji Kasam Bldg, 1st, floor, Fort,
Mumbai 400 001
Debenture Trustee of the Issue: Axis Trustee Services Limited
The Ruby, 2nd Floor, SW, 29 Senapati Bapat Marg, Dadar
(West), Mumbai 400 028
Common Security Trustee: Axis Trustee Services Limited
The Ruby, 2nd Floor, SW, 29 Senapati Bapat Marg, Dadar
(West), Mumbai 400 028
Registrar of the Issue: Universal Capital Securities Pvt. Ltd.
21 Shakilniwas, Opp Sai Baba Temple, Mahakali Caves
Road, Andheri (East), Mumbai -400093
Credit Rating Agency of the Issue CARE Ratings Limited
A Wing - 1102 / 1103, Kanakia Wall Street, Andheri
Kurla Road, Chakala, Andheri (E), Mumbai - 400
093.
Auditor: Kaushal Manish & Company.
615, 6th Floor, Palm Spring Centre, Above Croma, Near
Infinity Mall, Malad Link Road, Malad (West), Mumbai 400
064
Phone No.: 022 6749 0000
Fax No.: 022 6633 8176
Contact Person: Mr. Jai Mavani/ Ms. Sunita Khanna/ Ms. Alpa
Kapadia
23
Private & Confidential – For Private Circulation Only
(This Information Memorandum is neither a Prospectus
nor a Statement in Lieu of Prospectus)
Email: [email protected];
24
Private & Confidential – For Private Circulation Only
(This Information Memorandum is neither a Prospectus
nor a Statement in Lieu of Prospectus)
5.1 BRIEF SUMMARY OF THE BUISNESS/ ACTIVITIES OF THE ISSUER AND ITS LINE
OF BUSINESS
5.1.1 The Issuer will procure the listing of the Debentures on the Whole Sale Debt Market Segment of
the BSE. Inter alia, the following documents will be submitted to the BSE along with the Listing
Application prior to listing:
(a) MOA and AOA and necessary resolution(s) for the allotment of the debt securities;
(b) Copy of last three years audited annual reports;
(c) Statement containing particulars of, dates of, and parties to all material contracts and
agreements;
(d) Copy of the Board / committee resolution authorizing the borrowing and list of authorized
signatories;
(e) An undertaking from the Issuer stating that the necessary documents for the creation of the
charge, where applicable, including the Debenture Trust Deed would be executed within the
time frame prescribed in the relevant regulations/act/rules etc and the same would be
uploaded on the website of the designated stock exchange, where the debt securities have
been listed, within five working days of execution of the same;
(f) Any other particulars or documents that the recognized stock exchange may call for as it
deems fit; and
(g) An undertaking that permission / consent from the prior creditor for a second or pari passu
charge being created, where applicable, in favor of the trustee to the proposed issue has been
obtained.
5.1.2 Documents submitted to the Debenture Trustee
The Issuer will submit the following disclosures to the Debenture Trustee in electronic form (soft
copy) prior to the Deemed Date of Allotment:
(a) Memorandum and Articles of the Issuer and necessary resolution(s) for the allotment of the
Debentures;
(b) Copy of the audited financial statements of the Company for last 3 years i.e. 2018-2019,
2017-2018 and 2016-2017;
(c) Statement containing particulars of, dates of, and parties to all material contracts and
agreements;
(d) Latest Audited / Limited Review Half Yearly Consolidated (wherever available) and
Standalone Financial Information (Profit & Loss statement, Balance Sheet and Cash Flow
statement) and auditor qualifications, if any; and
(e) An undertaking from the Issuer to the effect that the Issuer would, till the redemption of the
Debentures, submit the details mentioned in point (d) above to the Debenture Trustee within
the timelines as mentioned in Simplified Listing Agreement issued by SEBI vide circular
No. SEBI/IMD/BOND/1/2009/11/05 dated May 11, 2009 as amended from time to time, for
furnishing / publishing its half yearly/ annual result. Further, the Issuer shall within 180 days
from the end of the financial year, submit a copy of the latest annual report to the Debenture
Trustee and the Debenture Trustee shall be obliged to share the details submitted under this
clause with all ‘Qualified Institutional Buyers’ (QIBs) and other existing debenture holders
within 2 (two) working days of their specific request.
25
Private & Confidential – For Private Circulation Only
(This Information Memorandum is neither a Prospectus
nor a Statement in Lieu of Prospectus)
5.1.3 Overview
The Issuer was incorporated in Delhi under the National Capital Territory of Delhi and Haryana
ROC, on 30 August 2012 under the Act as a private limited company under the name ‘Goswami
Infratech Private Limited’, bearing registration number 241323. The company identification
number of the Issuer is U45209DL2012PT241323. The Issuer was issued a certificate of
incorporation dated 30th August 2012 by the ROC.
5.1.4 Corporate Structure
The Issuer is a private limited company that comprises of Mr. Jai Mavani, Mr. Shankar Krishnan,
Ms. Alpa Kapadia and Mr. Zubin Merchant as its board of directors.
5.1.5 Key Operational and Financial Parameters (as per Indian Accounting standards) for the last
3 audited years on standalone basis
Parameters FY 2016-2017 FY 2017-2018 FY 2018-2019 For half year
ended 31
September 2019
(INR) (INR) (INR)
For Non-Financial
Entities
Networth 12,623,320,194 13,999,540,164 24,652,597,669 23,559,047,161
Total Debt 10,481,662,485 14,351,051,813 17,580,945,169 13,438,976,777
of which
- Non Current
Maturities of Long
Term Borrowing 4,100,040,876 13,906,664,381 14,914,620,580
5,743,275,353
- Short Term
Borrowing - - -
- Current Maturities
of Long Term
Borrowing 6,381,621,609 444,387,432 2,666,324,589
7,695,701,424
Net Fixed Assets - - - -
Non Current Assets 35,161,008,263 38,754,599,636 58,464,552,884 58,464,342,679
Cash and Cash
Equivalents 2,244,503 4,521,637 3,065,409
7,409,996
Current Investments 7,300,000 7,300,000 7,300,000 7,300,000
Current Assets 21,443,891 26,209,441 35,259,650 38,152,798
Current Liabilities 3,276,920,049 213,339,860 1,700,529,933 6,943,011,467
Net sales 3,474,028 4,276,273 5,098,250 594,552
EBITDA 2,625,023 3,040,529 3,449,926 11,432
EBIT 2,625,023 3,040,529 3,449,926 11,432
Interest 1,357,878,884 1,396,132,204 1,723,779,569 1,093,746,644
PAT (1,355,253,861) (1,393,091,676) (1,720,3,9,643) (1,093,735,212)
Dividend amounts - - - -
Current ratio 0.007 0.123 0.021 0.005
Interest coverage ratio 0.002 0.002 0.002 0.000
26
Private & Confidential – For Private Circulation Only
(This Information Memorandum is neither a Prospectus
nor a Statement in Lieu of Prospectus)
Parameters FY 2016-2017 FY 2017-2018 FY 2018-2019 For half year
ended 31
September 2019
(INR) (INR) (INR)
For Non-Financial
Entities
Gross debt/equity
ratio
0.830 1.025 0.713 0.570
Debt Service
Coverage Ratio 0.001 0.002 0.002
0.000
Key Operational and Financial parameters for the last 3 audited years on a consolidated basis
Particulars FY 2016-17 FY 2017-18 FY 2018-19
(INR) (INR) (INR)
For Non-Financial Entities
Networth 12,812,792,166 14,097,773,176 24,761,515,352
Total Debt 11,962,412,485 16,442,051,813 18,349,080,169
Non Current Maturities of
Long Term Borrowing 4,100,040,876 13,906,664,381 14,914,620,580
- Short Term Borrowing 1,480,750,000 2,091,000,000 768,135,000
Current Maturities of Long
Term Borrowing 6,381,621,609 444,387,432 2,666,324,589
Long Term Provisions - 3,661,818 8,694
Net Fixed Assets - - -
Non Current Assets 36,826,251,074 41,073,230,357 59,296,862,538
Cash and Cash Equivalents 14,706,674 11,848,644 3,768,791
Current Investments 55,100,000- 55,100,000- 55,100,000-
Current Assets 21,092,723 24,107,712= 32,664,004
Current Liabilities 3,331,851,891 392,101,031 1,701,685,945
Total Income 36,928,301 36,339,396 35,295,349
EBITDA (1,66,179,052) 32,191,473 31,470,991
EBIT (1,66,079,318) 32,286,316 31,561,182
Interest 1,385,740,934 1,530,239,394 1,757,108,980
PAT (1,555,512,252) (1,501,696,438) (1,729,050,169)
Dividend amounts - - -
Current ratio 0.006 0.061 0.019
Interest coverage ratio (0.120) 0.021 0.018
Gross debt/equity ratio 0.934 1.166 0.741
Debt Service Coverage Ratio (0.071) 0.016 0.014
Gross Debt: Equity Ratio of the Issuer:
Before the issue of debt securities (based on
30th September 2019 financials)
0.570
After the issue of debt securities 0.921
5.1.6 Project cost and means of financing, in case of funding of new projects. NA
27
Private & Confidential – For Private Circulation Only
(This Information Memorandum is neither a Prospectus
nor a Statement in Lieu of Prospectus)
5.1.7 A brief history of the Issuer since its incorporation:
(i) Details of Share capital as on last quarter end:-
Share Capital INR
Authorized Share Capital
10,000 Equity Shares of INR 10 each
1,00,000/-
Issued, Subscribed and Paid-up Share Capital
10,000 Equity Shares of INR 10 each
1,00,000/-
(ii) Changes in its capital structure as on last quarter end, for the last five years:
Date of Change
(AGM/EGM)
INR Particulars
NA NA NA
(iii) Equity share capital history of the Issuer as on last quarter end, for the last five years:
Date of
Allotment
No of
Equity
Shares
Face
Value
(INR)
Issue
Price
(INR)
Consideratio
n (Cash, other
than cash,
etc)
Nature of
Allotment
Cumulative Rem
arks No of
equity
shares
Equity
Share
Capital
(INR)
Equity
Share
Premium
(in INR)
- - - - - - - - - -
- - - - - - - - - -
- - - - - - - - - -
- - - - - - - - - -
(iv) Details of any acquisition or amalgamation in the last 1 year: NA
(v) Details of any reorganization or reconstruction in the last 1 year: NA
5.1.8 Details of the shareholding of the Issuer as on the latest quarter end:-
(i) Shareholding pattern of the Issuer as on the last quarter end:
Sr No Particulars Total No of
Equity
Shares
No of shares in
demat form
Total Shareholding as
% of total no of equity
shares
1. SC Finance and
Investments Private
Limited
5,000 NIL 50%
2. SP Finance Private
Limited
5,000 NIL 50%
Notes: - Shares pledged or encumbered by the promoters (if any) - NA
(ii) List of top 10 holders of equity shares of the Issuer as on the last quarter end:
28
Private & Confidential – For Private Circulation Only
(This Information Memorandum is neither a Prospectus
nor a Statement in Lieu of Prospectus)
Sr No Particulars Total No of
Equity Shares
No of shares in
demat form
Total Shareholding as
% of total no of equity
shares
1. SC Finance and
Investments
Private Limited
5,000 NIL 50%
2. SP Finance
Private Limited
5,000 NIL 50%
5.1.9 Following details regarding the directors of the Issuer:
(i) Details of the current directors of the Issuer
Name,
Designation and
DIN
Age Address Director of
the Issuer
since
Details of other Directorship
Alpa Kulin
Kapadia
Director
DIN: 00092178
49 Giriraj,
11th Floor,
201,
Walkeshw
ar Road
Mumbai
400006
04/08/2016
1. Flotilla Finance Private Limited
2. High Point Properties Private
Limited
3. Malabar Trustee Company
Private Limited
4. Alaya Properties Private Limited
5. Floral Finance Private Limited
6. Abhipreet Trading Private
Limited
7. Kavisha Holdings Private Limited
8. Belva Farms Private Limited
9. Shapoorji Pallonji Defence And
Marine Engineering Private
Limited
10. Sterling And Wilson Property
Developers Pvt Ltd
11. Adaro Securities Private Limited
12. Dhan Gaming Solution (India)
Private Limited
13. S C Motors Private Limited
14. Shapoorji Pallonji Ports Private
Limited
15. Shapoorji Pallonji Technical
Services Private Limited
16. Pebbleworks Real Estates Private
Limited
Shankar
Krishnan
Subramanian
Director
49 A-405,
Ashok
Gardens
G. D.
Ambekar
Marg,
16/09/2013
1. SP Biofuel Ventures Private
Limited
2. 2. SP Jammu Udhampur Highway
Limited
3. Shapoorji Pallonji Bumi Armada
Offshore Private Limited
29
Private & Confidential – For Private Circulation Only
(This Information Memorandum is neither a Prospectus
nor a Statement in Lieu of Prospectus)
Name,
Designation and
DIN
Age Address Director of
the Issuer
since
Details of other Directorship
DIN: 03316009 Sewree
Mumbai
400015
4. Shapoorji Pallonji Investment
Advisors Private Limited
5. Arena Stud Farm Private Limited
6. Manor Stud Farm Private Limited
7. Eureka Forbes Ltd
8. SP Armada Offshore Private
Limited
9. Next Gen Publishing Private
Limited
10. Nypro Forbes Moulds Limited
11. Shapoorji Pallonji Samalpatti
Operator Services Private Limited
12. Gopalpur Ports Limited
13. SP Armada Oil Exploration
Private Limited
14. SP Bio Sciences Private Limited
15. Shapoorji Pallonji Bumi Armada
Godavari Private Limited
16. Shapoorji Pallonji Oil And Gas
Godavari Private Limited
Jai Laxmikant
Mavani
Director
DIN: 05260191
48 1702,
Building
No. 5,
Raheja
Classique,
New Link
Road,
Andheri
West,
Mumbai
400053
27/10/2012
1. Simar Port Private Limited
2. Dharamtar Infrastructure Private
Limited
3. 3. Image Realty Private Limited
4. Eureka Forbes Ltd
5. PNP Maritime Services Private
Limited
6. Shapoorji Pallonji Infrastructure
Capital Company Private Limited
7. Shapoorji Pallonji Oil And Gas
Private Limited
8. Shapoorji Pallonji Finance Private
Limited
9. HPCL Shapoorji Energy Private
Limited
10. Forbes Technosys Limited
11. Shapoorji Pallonji And Company
Private Limited
12. Gopalpur Ports Limited
13. Forbes & Company Limited
14. SP Imperial Star Private Limited
15. SP Port Maintenance Private
Limited
16. Shapoorji Pallonji Renewables
Private Limited
Zubin Meherwan 43 C-30 20/01/2015 1. S D Corporation Private Limited
30
Private & Confidential – For Private Circulation Only
(This Information Memorandum is neither a Prospectus
nor a Statement in Lieu of Prospectus)
Name,
Designation and
DIN
Age Address Director of
the Issuer
since
Details of other Directorship
Merchant
Director
DIN: 07015767
Basant
Bahar,
Juhu Tara
Road,
Santacruz
West,
Mumbai
400049
2. S. D. New Samata Nagar
Development Private Limited
3. Shapoorji Pallonji Rural Solutions
Private Limited
4. Shapoorji Pallonji Defence And
Marine Engineering Private
Limited
5. Minaean Habitat India Private
Limited
6. Shapoorji Pallonji Technical
Services Private Limited
7. SP Imperial Star Private Limited
8. Pebbleworks Real Estates Private
Limited
9. ESP Diabolical Private Limited
None of the directors are appearing in the RBI defaulter list and/or ECGC default list
(ii) Details of change in directors since last three years:-
Name, Designation
and DIN
Date of Appointment /
Resignation
Director of the
Issuer since (in
case of
resignation)
Remarks
Natasha Kersi
Treasurywala,
Director, 07049212
Date of Resignation: 10th
May 2016
09th March 2015 -
Anoj Menon,
Director, 01332699
Date of Resignation: 10th
May 2016
09th March 2015
Alpa Kapadia
Director
00092178
Date of Appointment
04/08/2016
-
Mahesh Tahilyani
Director
01423084
Date of Resignation
31/07/2019
31/07/2019 -
5.1.10 Following details regarding the auditors of the Issuer
(i) Details of the auditor of the Issuer:-
Name Address Auditor since
Kaushal Manish &
Company
615, 6th Floor, Palm Spring Centre,
Above Croma, Near Infinity Mall,
Malad Link Road, Malad (West),
Mumbai 400 064
30th September
2019
(ii) Details of change in auditor since last three years:-
31
Private & Confidential – For Private Circulation Only
(This Information Memorandum is neither a Prospectus
nor a Statement in Lieu of Prospectus)
Name Address Date of
Appointment /
Resignation
Auditor of the
Issuer since (in case
of resignation)
Remar
ks
Kaushal Manish
& Company
615, 6th Floor, Palm
Spring Centre, Above
Croma, Near Infinity
Mall, Malad Link Road,
Malad (West), Mumbai
400 064
Date of
Appointment:
30th September
2019
-
D. H. Vadiwalla
& Co
13, Prospect House, 4th
Floor, 29, Raghunath
Dadaji Street, Fort,
Mumbai 400 001.
Date of
Resignation:
30th September
2019
30th September 2017
5.1.11 Details of borrowings of the Issuer, as on latest quarter end:
(i) Details of Secured Loan Facilities :-
Lender’s
Name
Type of
Facility
Amt
Sanctioned
Principal
Amt
Outstanding
Repayment
Date /
Schedule
Security
NA NA NA NA NA NA
(ii) Details of Unsecured Loan Facilities:-
Lender’s Name Type of Facility Amount
Sanctioned
Principal Amt
Outstanding
Repayment Date /
Schedule
Shapoorji
Pallonji And
Company Pvt Ltd
Intercorporate
Loan
1,75,00,00,000 1,51,00,00,000 Repayable on
demand
(iii) Details of NCDs:-
Debentur
e Series
Tenor/
Period of
Maturity
Interest Amount
(INR)
Date of
Allotment
Redempti
on Date/
Schedule
Credit
Rating
Secured /
Unse
cured
Security
Series E 96 months NA 6,00,00,0
0,000
21st
December
2012
21st Dec
2020
CARE
AA(CE)
Secured A first
ranking
charge over
the cash
assets1.
Series IE 78 months NA 1,81,90,0
0,000
12th June
2014
12th Dec
2020
CARE
AA(CE)
Secured A first
ranking
charge over
the cash
assets2 and
the Charged
Afcons
32
Private & Confidential – For Private Circulation Only
(This Information Memorandum is neither a Prospectus
nor a Statement in Lieu of Prospectus)
Debentur
e Series
Tenor/
Period of
Maturity
Interest Amount
(INR)
Date of
Allotment
Redempti
on Date/
Schedule
Credit
Rating
Secured /
Unse
cured
Security
CCPS3.
Series IIA 36 months NA 2,00,00,0
0,000
28th June
2018
28th June
2021
CARE
AA(CE)
Unsecured A first
ranking
charge over
the cash
assets4
Series IIB 38 months NA 1,75,00,0
0,000
28th June
2018
28th
August
2021
CARE
AA(CE)
Unsecured A first
ranking
charge over
the cash
assets4 1 All the rights, title, interest and benefits in, to and under the existing account bearing account number 1540962-000, the
cash top-up fixed deposits and all amounts standing to the credit of the said account and the cash top-up fixed deposits from time to time as provided in the Deed of Hypothecation dated 19 December 2012 entered into between the Issuer
and the Debenture Trustee. 2 All the rights, title, interest and benefits in, to and under the existing account bearing account number 1540962-001, the
cash top-up fixed deposits and all amounts standing to the credit of the said account and the cash top-up fixed deposits
from time to time as provided in the Deed of Hypothecation dated 5 June 2014 entered into between the Issuer and the Debenture Trustee
3 51,500,000 compulsorily convertible preference shares with a nominal value of INR 10 each issued by Afcons
Infrastructure Limited 4 All the rights, title, interest and benefits in, to and under the existing account bearing account number 1540962-002 000,
the cash top-up fixed deposits and all amounts standing to the credit of the said account and the cash top-up fixed deposits from time to time as provided in the Deed of Hypothecation dated 6 July 2018 entered into between the Issuer and the
Debenture Trustee.
(iv) List of Top 10 Debenture Holders (as on 30th September 2019)
Sr.No. Name of Debenture Holders Amount (As per GAAP)
Rs. in Million
1 DB International (Asia) Limited INR 18,879million*
* aggregate of principal plus redemption premium payable up till 30th September 2019
Note: Top 10 holders’ (in value terms, on cumulative basis for all outstanding debentures
issues) details should be provided.
(v) The amount of corporate guarantee issued by the Issuer along with name of the
counterparty (like name of the subsidiary, JV entity, group company, etc) on behalf of
whom it has been issued – NA
(vi) Details of Commercial Paper:- The total Face Value of Commercial Papers Outstanding as
on latest quarter end to be provided and its breakup in following table:-
Maturity Date Amt Outstanding
NA NA
(vii) Details of Rest of the borrowing (if any including hybrid debt like FCCB, Optionally
Convertible Debentures / Preference Shares) as on 31st March 2019:-
Party Type of Amt Principal Repayment Credit Secured / Securi
33
Private & Confidential – For Private Circulation Only
(This Information Memorandum is neither a Prospectus
nor a Statement in Lieu of Prospectus)
Name (in
case of
Facility) /
Instrument
Name
Facility /
Instrumen
t
Sanctioned
/ Issued
Amt
Outstandin
g
Date/
Schedule
Rating Unsecured ty
NA NA NA NA NA NA NA NA
(viii) Details of all default/s and/or delay in payments of interest and principal of any kind of
term loans, debt securities and other financial indebtedness including corporate guarantee
issued by the Issuer, in the past 5 years- NA
(ix) Details of any outstanding borrowings taken/ debt securities issued where taken / issued (i)
for consideration other than cash, whether in whole or part, (ii) at a premium or discount,
or (iii) in pursuance of an option- NA
5.1.12 Details of Promoters of the Issuer
(i) Details of Promoter Holding in the Issuer as on the latest quarter end:-
Sr No Name of the
shareholders
Total
No of
Equity
Shares
No of
shares in
demat
form
Total
shareholding as
% of total no of
equity shares
No of
Shares
Pledged
% of Shares
pledged with
respect to
shares owned
1. SC Finance
and
Investments
Private
Limited
5000 NA 50% NA NA
2. SP Finance
Private
Limited
5000 NA 50% NA NA
5.1.13 Abridged version of Audited Consolidated (wherever available) and Standalone Financial
Information (like Profit & Loss statement, Balance Sheet and Cash Flow statement) for at least last
three years and auditor qualifications, if any. - * Attached as Annexure 1
5.1.14 Abridged version of Latest Audited / Limited Review Half Yearly Consolidated (wherever available)
and Standalone Financial Information (like Profit & Loss statement, and Balance Sheet) and auditors
qualifications, if any. - * Attached as Annexure 2
5.1.15 Any material event/ development or change having implications on the financials/credit quality (e.g.
any material regulatory proceedings against the Issuer/promoters, tax litigations resulting in material
liabilities, corporate restructuring event etc) at the time of issue which may affect the issue or the
investor’s decision to invest / continue to invest in the debt securities – NA
5.1.16 Details of the debenture trustee is as mentioned above and they have given their consent to the Issuer
for their appointment under regulation 4(4) of the SEBI Regulations and in all the subsequent
periodical communications sent to the holders of debt securities.
34
Private & Confidential – For Private Circulation Only
(This Information Memorandum is neither a Prospectus
nor a Statement in Lieu of Prospectus)
5.1.17 The credit rating letter issued (not older than one month on the date of opening of the issue) by the
rating agencies is enclosed as Annexure 3.
5.1.18 If the security is backed by a guarantee or letter of comfort or any other document / letter with similar
intent, a copy of the same shall be disclosed. In case such document does not contain detailed
payment structure (procedure of invocation of guarantee and receipt of payment by the investor along
with timelines), the same shall be disclosed in the offer document - Please refer to Clause 5.1.23
5.1.19 Copy of consent letter from the Debenture Trustee is obtained and attached as Annexure 4.
5.1.20 Names of all the recognised stock exchanges where the debt securities are proposed to be listed
clearly indicating the designated stock exchange. On Wholesale Debt Market (WDM) Segment of
the BSE.
5.1.21 Other details:
(i) DRR creation - relevant regulations and applicability- The Issuer agrees and undertakes to create
and maintain the debenture redemption reserve in accordance with Section 71(4) of the Act,
Rule 18(7) of the Companies (Share Capital and Debentures) Rules, 2014 and other Applicable
Law.
(ii) Issue/instrument specific regulations - relevant details (Act, RBI guidelines, etc). Will be
complied with as applicable to the Issuer from time to time.
(iii) Application process. As mentioned in Clause 5.4.1 herein.
* Issuer shall provide latest Audited or Limited Review Financials in line with timelines as mentioned in Simplified Listing
Agreement issued by SEBI vide circular No.SEBI/IMD/BOND /1/2009/ 11/05 dated May 11, 2009 as amended from time to time,
for furnishing / publishing its half yearly/ annual result.
5.1.22 Business Organization
Main Objects of the Issuer
To identify projects, project ideas, to prepare profiles, project reports, prepare conceptual plans, and
undertake market research, feasibility studies, pre-investment studies and investigation of industries
on a micro and/or macro level and to render appropriate services, to identify scope and potential for
economic and industrial development including real estate development by constructing residential
apartments, shops. godowns, parking spaces, garages, clubhouses and other ancillary structures for
the purpose of selling such constructed area along with interest in land or in any particular
geographical area or location whether in India or abroad and to establish, provide maintain and
perform scientific, technical, engineering, project management consulting/contracting services
including but without limiting to technical studies, design, construction, maintenance and repair of
all kinds of works and buildings, procurement, inspection, expediting, management of construction
and related services for engineering services, storage and transportation of resources and other
minerals by pipeline or otherwise, seismic data acquisition, interpretation, logging, drilling
cementing, other engineering related equipment and to negotiate and enter into agreements and
contracts with Indian and foreign individuals, companies, corporations and such other organisations
for technical, financial, marketing or any other such assistance or for the purpose of activity research
and development of manufacturing projects on the basis of know-how, financial participation or
technical collaboration or as marketing agents and acquire necessary formulas and patent rights
5.1.23 A statement containing particulars of the dates of, and parties to all material contracts, agreements
35
Private & Confidential – For Private Circulation Only
(This Information Memorandum is neither a Prospectus
nor a Statement in Lieu of Prospectus)
involving financial obligations of the Issuer.
Copies of these contracts together with the copies of these documents referred to below may be
inspected at the registered office of the Issuer between 10:00 am and 11:00 am on any working day
of the Issuer.
Material Contracts and Documents
(i) MOA and AOA of the Issuer as amended from time to time.
(ii) Copy of certificate of incorporation of the Issuer dated 30 August 2012.
(iii) Certified true copy of the board resolution dated 3 December 2012, authorizing the issue
of private placement of the 8,000 rated, listed, zero coupon, secured, redeemable, non-
convertible debentures of the nominal value of INR 1,000,000 each (“2012 Debentures”).
(iv) Copy of letter from ICRA Limited dated 18 December 2012 assigning [ICRA]AA+(SO)
to the 2012 Debentures.
(v) Copy of the debenture trust deed dated 19 December 2012 between the Debenture Trustee
and the Issuer.
(vi) Copy of the debenture trustee agreement dated 18 December 2012 between the Debenture
Trustee and the Issuer.
(vii) Copy of the deed of hypothecation dated 19 December 2012 between Issuer and the
Debenture Trustee.
(viii) Copy of the hypothecation power of attorney dated 19 December 2012.
(ix) Copy of the credit support undertaking dated 19 December 2012 from SP Finance Private
Limited, SC Finance and Investments Private Limited, Sterling Investment Corporation
Private Limited, CI and Issuer to the Debenture Trustee in respect of the 2012 Debentures.
(x) Certified true copy of the resolution of the Issuer dated 30 September 2013 regarding re-
appointment of auditors, appointment of directors and approving annual accounts.
(xi) Certified true copy of Board resolution dated 13 May 2014, authorizing the issue of
private placement of the 4,500 rated, listed, zero coupon, secured, redeemable, non-
convertible debentures of the nominal value of INR 1,000,000 each (“2014 Debentures”).
(xii) Certified true copy of the resolution of the Issuer appointing M. V. Ghelani & Co. as
Auditors of the Issuer.
(xiii) Copy of letter from ICRA Limited dated 05 June 2014 assigning [ICRA]AA+(SO) to the
2014 Debentures.
(xiv) Copy of tripartite agreement between the Issuer, Universal Capital Securities Pvt. Ltd.
and National Securities Depository Limited.
(xv) Copy of the Debenture Trust Deed dated 5 June 2014 between Debenture Trustee and the
Issuer.
(xvi) Copy of the Debenture Trustee Agreement dated 5 June 2014 between Debenture Trustee
and the Issuer.
(xvii) Copy of the Credit Support Undertaking dated 5 June 2014 from SP Finance Private
Limited, SC Finance and Investments Private Limited, Sterling Investment Corporation
Private Limited, CI and Issuer to Debenture Trustee in respect of the 2014 Debentures.
(xviii) Copy of the Deed of Hypothecation dated 5 June 2014 between Issuer and Debenture
Trustee.
(xix) Copy of the Hypothecation Power of Attorney dated 5 June 2014.
(xx) Copy of the Amendment Deed dated 5 June 2014 in relation to the Debenture Trust Deed
dated 19 December 2012 between the Debenture Trustee and the Issuer.
(xxi) Copy of the Amendment Deed dated 12 June 2014 in relation to the amendment to the
36
Private & Confidential – For Private Circulation Only
(This Information Memorandum is neither a Prospectus
nor a Statement in Lieu of Prospectus)
debenture trust deed dated 5 June 2014 between the Debenture Trustee and the Issuer.
(xxii) Copy of the Amendment Deed dated 12 June 2014 in relation to the amendment to the
Deed of Hypothecation dated 5 June 2014 between the Debenture Trustee and the Issuer.
(xxiii) Copy of the Amendment Deed dated 14 December 2017 in relation to the amendment to
the debenture trust deed dated 19 December 2012 between the Debenture Trustee and the
Issuer.
(xxiv) Copy of the Amendment Deed dated 14 December 2017 in relation to the amendment to
the credit support undertaking dated 19 December 2012 between the Debenture Trustee
and the Issuer from SP Finance Private Limited, SC Finance and Investments Private
Limited, Sterling Investment Corporation Private Limited, CI and Issuer to the Debenture
Trustee in respect of the 2012 Debentures.
(xxv) Certified true copy of the board resolution dated 23 November 2017, authorizing the
restructuring of the unredeemed portion of the 2012 Debentures
(xxvi) Copy of letter from CARE Ratings Limited dated 05 December 2017 assigning CARE
AA+(SO) to the unredeemed portion of the 2012 Debentures.
(xxvii) Certified true copy of the resolution of the Issuer appointing MH. Vadiwalla & Co as
Auditors of the Issuer.
(xxviii) Certified true copy of the board resolution dated 5 April 2018, authorizing the issue of
private placement of the 3,750 rated, listed, zero coupon, unsecured, redeemable, non-
convertible debentures of the nominal value of INR 1,000,000 each (“2018 Debentures”).
(xxix) Certified true copy of the special resolution dated 6 April 2018, authorizing the issue of
private placement of the 2018 Debentures.
(xxx) Copy of letter from Care Ratings Limited dated 20 April 2018 assigning CARE AA+(SO)
to the 2018 Debentures.
(xxxi) Copy of the debenture trust deed dated 25 April 2018 between the Debenture Trustee and
the Issuer.
(xxxii) Copy of the debenture trustee agreement dated 25 April 2018 between the Debenture
Trustee and the Issuer.
(xxxiii) Copy of the credit support undertaking dated 25 April 2018 from SP Finance Private
Limited, SC Finance and Investments Private Limited, Sterling Investment Corporation
Private Limited, CI and Issuer to the Debenture Trustee in respect of the 2018 Debentures.
(xxxiv) Copy of the Amendment Deed dated 25 April 2018 in relation to the amendment to the
debenture trust deed dated 18 December 2012 between the Debenture Trustee and the
Issuer.
(xxxv) Copy of the Amendment Deed dated 25 April 2018 in relation to the amendment to the
credit support undertaking dated 18 December 2012 between the Debenture Trustee and
the Issuer from SP Finance Private Limited, SC Finance and Investments Private Limited,
Sterling Investment Corporation Private Limited, CI and Issuer to the Debenture Trustee
in respect of the 2012 Debentures.
(xxxvi) Copy of the Amendment Deed dated 25 April 2018 in relation to the amendment to the
debenture trust deed dated 5 June 2014 between the Debenture Trustee and the Issuer.
(xxxvii) Copy of the Amendment Deed dated 25 April 2018 in relation to the amendment to the
credit support undertaking dated 5 June 2014 between the Debenture Trustee and the
Issuer from SP Finance Private Limited, SC Finance and Investments Private Limited,
Sterling Investment Corporation Private Limited, CI and Issuer to the Debenture Trustee
in respect of the 2014 Debentures.
(xxxviii) Copy of the Amendment Deed dated 29 November 2018 in relation to the amendment to
the debenture trust deed dated 18 December 2012 between the Debenture Trustee and the
Issuer.
37
Private & Confidential – For Private Circulation Only
(This Information Memorandum is neither a Prospectus
nor a Statement in Lieu of Prospectus)
(xxxix) Copy of the Amendment Deed dated 26 June 2019 in relation to the amendment to the
debenture trust deed dated 5 June 2014 between the Debenture Trustee and the Issuer.
(xl) Certified true copy of the board resolution dated 24 December 2019, authorizing the issue
of private placement of the Debentures.
(xli) Certified true copy of the special resolution dated 26 December 2019, authorizing the
issue of private placement of the Debentures.
(xlii) Copy of letter from Care Ratings Limited dated 14 January 2020 assigning Provisional
CARE AA(CE) to the Debentures.
(xliii) Copy of the debenture trust deed dated 27 January 2020 between the Debenture Trustee
and the Issuer.
(xliv) Copy of the debenture trustee agreement dated 27 January 2020 between the Debenture
Trustee and the Issuer.
(xlv) Copy of the credit support undertaking dated 27 January 2020 from CI and the Issuer to
the Debenture Trustee in respect of the Debentures.
(xlvi) Copy of the share pledge agreement dated 27 January 2020 between the Company, the
Common Pledgor and the Common Security Trustee in relation to the creation of security
over the Common Pledgor Charged Assets in favour of the Common Security Trustee in
relation to the 2012 Debentures, 2014 Debentures, 2018 Debentures and the Debentures.
(xlvii) Copy of the share pledge agreement dated 27 January 2020 between the Issuer, each
Individual Pledgor and the Common Security Trustee for creation of security over their
respective portion of the Individual Pledgors Charged Assets in favour of the Common
Security Trustee in relation to the 2012 Debentures, 2014 Debentures, 2018 Debentures
and the Debentures
(xlviii) Copy of the Escrow Agreement dated 27 January 2020 between the Issuer, the Common
Pledgor, the Escrow Agent and the Common Security Trustee in relation to the
appointment of the Escrow Agent as the agent of the Common Security Trustee for the
purposes of holding in escrow the Common Pledge Shares in relation to the 2012
Debentures, 2014 Debentures, 2018 Debentures and the Debentures
(xlix) Copy of the unattested deed of hypothecation dated 27 January 2020 between the Issuer
and the Common Security Trustee for creation of security over the Common Company
Charged Assets in favour of the Common Security Trustee in relation to the 2012
Debentures, 2014 Debentures, 2018 Debentures and the Debentures
(l) Copy of the unattested deed of hypothecation dated 27 January 2020 between the Issuer
and the Debenture Trustee for creation of security over the Company Charged Assets in
favour of the Debenture Trustee in relation to the Debentures.
(li) Copy of the Deed of Subordination dated 27 January 2020 between the Issuer, SPCPL
the Debenture Trustee and the debenture trustees for the Existing Debentures.
5.1.24 Any material event/development or change at the time of issue or subsequent to issue which may
affect the issue or the investor’s decision to invest/continue to invest in the debt securities
Other than as disclosed in this Information Memorandum, there are no other material events or
material developments or material changes on the date of issuance of this Information
Memorandum which may affect the Issue or the Invited Eligible Investors’ decision to invest in the
Debentures
5.1.25 Particulars of the debt securities issued: (i) for consideration other than cash, whether in whole or
in part, (ii) at a premium or discount, or (iii) in pursuance of an option
38
Private & Confidential – For Private Circulation Only
(This Information Memorandum is neither a Prospectus
nor a Statement in Lieu of Prospectus)
The Issuer till date has not issued any debt security (i) for consideration other than cash (whether
in whole or in part), or (ii) at premium or at discount, or (iii) in pursuance of an option.
5.1.26 The discount at which such offer is made and the effective price for the investor as a result of such
discount
The Debentures are issued at par.
5.1.27 The debt equity ratio prior to and after issue of the debt security
Prior to Issue After the Issue
Debt Equity Ratio
(based on 30th September
2019 financials)
0.570 0.921
5.1.28 Servicing behavior on existing debt securities, payment of due interest on due dates on term loans
and debt securities.
The repayment of principal and other amounts on existing loans and debt securities is being done
in a timely manner.
5.1.29 That the permission/consent from the prior creditor for a second or pari passu charge being created
in favor of the trustee to the proposed issue has been obtained- NA
5.2 TERMS PERTAINING TO THE ISSUE
5.2.1 Details of debt securities issued and sought to be listed including face value, nature of debt
securities mode of issue, i.e. public issue or private placement
The Issuer proposes to issue two series of Debentures in aggregate of INR 825 crores, to be issued
on a private placement basis.
5.2.2 Issue Size
INR 825 crores
5.2.3 Summary term sheet including information pertaining to the Debentures:
Security Name GIPL
Issuer Goswami Infratech Private Limited having its registered office at
E1, 3rd Floor, Videocon Tower, Jhandewalan Extension, New
Delhi – 110055
Type of Instrument Redeemable, zero coupon, rated and listed non convertible
debentures
Nature of
Instrument
The Debentures shall have the benefit of Security created over the
Charged Assets but are not “secured debentures” for the purposes
of Section 71 of the Act.
Seniority Senior
Mode of Issue Private placement under the electronic book mechanism of the
39
Private & Confidential – For Private Circulation Only
(This Information Memorandum is neither a Prospectus
nor a Statement in Lieu of Prospectus)
BSE
Eligible Investors As specified under the paragraph titled “Eligible Investors” in the
Definitions and Abbreviations.
Listing (including
name of stock
Exchange(s) where it
will be listed and
timeline for listing)
On the Wholesale Debt Market (WDM) Segment of the BSE
within 15 days after the Deemed Date of Allotment.
In case of delay in listing of the debt securities beyond 20 days
from the Deemed Date of Allotment, the Issuer will pay penal
interest of at least 1 % p.a. over the Yield from the expiry of 30
days from the Deemed Date of Allotment till the listing of such
Debentures, to the Debenture Holders.
Rating Provisional CARE AA(CE) by CARE Ratings Limited
Issue Size INR 825 crores
Option to retain
oversubscription
(Amount)
NA
Objects of the Issue advancing monies to or making investments in SPCPL (directly or
indirectly) and other general corporate purposes
Details of the
utilization of the
Proceeds
To utilize proceeds for advancing monies to or making
investments in SPCPL (directly or indirectly), other general
corporate purposes and meeting the costs, fees and expenses
related to the Issue, in compliance with the provisions of
Applicable Law
Interest /Coupon
Rate
NA
Step Up/Step Down
Coupon Rate
NA
Interest Payment
Frequency
NA
Interest payment
dates
NA
Interest Type NA
Interest Reset
Process (including
rates, spread,
effective date,
interest rate cap and
floor etc).
NA
Day Count Basis Actual/ Actual
Interest on
Application Money
NA
Default Interest Rate 2% per annum
Tenor/ Maturity Debentures Tenor
Series A 15 months after the Pay-In Date
Series B 40 months after the Pay-In Date
Redemption Date The Final Redemption Date or an Early Redemption Date, as the
case may be.
Redemption Amount Debentures Redemption Amount (INR)
40
Private & Confidential – For Private Circulation Only
(This Information Memorandum is neither a Prospectus
nor a Statement in Lieu of Prospectus)
Series A 3,759,547,167
Series B 7,765,615,694
Redemption Premium
(Yield)/ Discount
13.8% per annum
Early Redemption Occurrence of the following events pursuant to which the
Debentures are required to be redeemed in accordance with the
Debenture Trust Deed:
(i) occurrence of an illegality;
(ii) occurrence of a Market Disruption Event;
(iii) making of a Top-Up Trigger Early Redemption by the
Issuer;
(iv) occurrence of a Optional Redemption Event;
(v) occurrence of an FPI Redemption Event;
(vi) occurrence of a Mandatory Prepayment Event,
(vii) occurrence of an Excess Dividend Redemption Event; or
(viii) occurrence of an Event of Default.
Break Costs (a) In respect of any early redemption of any Debentures (in case
of Series A Debentures, other than on the applicable Optional
Redemption Date), the aggregate of:
(b) the applicable Make Whole Amount; and
(c) an amount equal to the aggregate of any funding charge, cost,
loss or other liability that is incurred or will be incurred by the
relevant Debenture Holder as a consequence of the Nominal
Value of its Debentures or any part thereof being paid
otherwise than on the relevant Final Redemption Date, and
includes any costs incurred as a result of that Debenture
Holder terminating all or any part of its fixed rate, swap or
other hedging arrangements in relation to the Debentures and
any direct/indirect costs incurred by any Debenture Holder
(who is a FPI investing under the voluntary redemption route)
for re-investment of the Accrued Amount (including
difference between Yield and interest that the Debenture
Holder can earn by investment in Indian government
securities and/or treasury bills for a tenor equivalent to the
residual tenor of the Debentures), and all other amounts
payable to such Debenture Holder as per Applicable Laws.
Issue Price INR 1,000,000/- for each Debenture
Discount at which
security is issued
and the effective
yield as a result of
such discount
NA
Optional
Redemption Date
(Put Date)
In relation to the Series A Debentures, the date falling 12 months
and 1 day after the Pay In Date i.e. 1 February 2021.
Optional
Redemption Price
(Put Price)
Accrued Premium and all other amounts payable to the relevant
Debenture Holders under the Transaction Documents or otherwise
in respect of the Series A Debentures held by the relevant
Debenture Holders on the Optional Redemption Date for such
41
Private & Confidential – For Private Circulation Only
(This Information Memorandum is neither a Prospectus
nor a Statement in Lieu of Prospectus)
Series A Debentures stipulated in the Optional Redemption
Notice(s)
Call Date Same as Optional Redemption Date (Put Date)
Call Price Same as Optional Redemption Price (Put Price)
Optional
Redemption Notice
(Put Option
Notification Time)
At least 30 Business Days prior to the Optional Redemption Date.
Call Notification
Time
Same as Optional Redemption Notice (Put Option Notification
Time)
Face Value INR 1,000,000/- each for Series of Debentures
Minimum
Application/
Minimum Bid Lot
1 Debenture and in multiple of 1 Debenture thereafter
Issue Timing
1. Issue Opening Date
2. Issue Closing Date
3. Pay-in Date
4. Deemed Date of
Allotment
29 January 2020
29 January 2020
30 January 2020
The same date as Pay-in Date
Issuance mode of the
Instrument
Demat only (for private placement)
Trading mode of the
Instrument
Demat only (for private placement)
Settlement mode of
the Instrument
Any payments to be made to a Debenture Holder shall be made
by the Issuer in INR on the same day using the services of
electronic clearing services (ECS), RTGS, direct credit or national
electronic fund transfer (NEFT) into such bank account of the
Debenture Holder as may be notified to the Issuer by such
Debenture Holder or the Debenture Trustee (acting on behalf of
the Debenture Holder)
Depository the National Securities Depository Limited and/or the Central
Depository Services (India) Limited, as the context requires
Business Day
Convention
If any coupon payment date falls on a day other than a Business
Day, such coupon payment shall be made on the immediately
following Business Day.
If any redemption date falls on a day other than a Business Day,
such redemption amount payment shall be made on the previous
Business Day.
Record Date In respect of a Debenture, the day falling 3 Business Days before
the Redemption Date of that Debenture
Security (where
applicable)
(Including
description, type of
security, type of
charge, likely date of
(a) a first ranking exclusive charge to be created by the Issuer in
favour of the Debenture Trustee (for the benefit of the
Debenture Holders) over the Company Charged Assets, in
form and substance satisfactory to the Debenture Trustee and
as per the Deed of Hypothecation;
(b) a first ranking exclusive (A) fixed charge over the Charged
Afcons CCPS; and (B) floating charge over the Floating
42
Private & Confidential – For Private Circulation Only
(This Information Memorandum is neither a Prospectus
nor a Statement in Lieu of Prospectus)
creation of security,
minimum security
cover, revaluation,
replacement of
security, interest to
the debenture holder
over and above the
coupon rate as
specified in the
Trust Deed).
Charged Assets to be created by the Company in favour of the
Common Security Trustee (for the benefit of the Common
Secured Parties), in form and substance satisfactory to the
Common Security Trustee and as per the Common Deed of
Hypothecation;
(c) a first ranking exclusive security over the Common Pledgor
Charged Assets to be created by the Common Pledgor in
favour of the Common Security Trustee (for the benefit of the
Common Secured Parties), in form and substance satisfactory
to the Common Security Trustee and as per the Common Share
Pledge Agreement; and
(d) a first ranking exclusive security over the Individual Pledgor
Charged Assets to be created by the Individual Pledgors and
the Co-pledgors in favour of the Common Security Trustee (for
the benefit of the Common Secured Parties), in form and
substance satisfactory to the Common Security Trustee and as
per the Individual Pledgors Share Pledge Agreement.
The Debentures shall have the benefit of Security created over the
Charged Assets but are not “secured debentures” for the purposes
of Section 71 of the Act.
Upon failure of creation and perfection of the Security within the
prescribed timelines, Default Interest shall accrue on the
outstanding Debentures for the period from (and including) the
date of occurrence of such an Event of Default (but excluding) the
earlier of (A) the date on which it is remedied, or (B) the Debt is
discharged in full in accordance with the Transaction Documents.
Credit Support
Undertaking
The undertaking dated on or about the date of the Debenture Trust
Deed provided by the Credit Support Provider in favour of the
Debenture Trustee for the benefit of the Debenture Holders
Escrow Agreement The escrow agreement dated on or about the date of the Debenture
Trust Deed entered or to be entered into between the Company,
the Common Pledgor, Deutsche Bank AG, Mumbai Branch (the
Escrow Agent) and the Common Security Trustee in relation to
the appointment of the Escrow Agent as agent of the Common
Security Trustee for the purposes of holding in escrow the
Common Pledge Shares.
Letter Agreement means the letter dated on or around the date of the Debenture Trust
Deed entered or to be entered into between the Company, the
Common Pledgor and the Debenture Trustee.
Deed of
Subordination
means the deed of subordination entered on or about the date of
this Deed between the Company, SPCPL, the Debenture Trustee
and the debenture trustees for the Existing Debentures.
LTV On any Calculation Date, the percentage calculated in accordance
with the following formula:
LTV = [(NA - A)/(PV)]
43
Private & Confidential – For Private Circulation Only
(This Information Memorandum is neither a Prospectus
nor a Statement in Lieu of Prospectus)
where:
“LTV” means the LTV on that Calculation Date;
“PV” means the Portfolio Value on that Calculation Date;
“NA” means the aggregate of the Accrued Amount of the
Debentures across all Series as at that Calculation Date provided
that where the LTV is being calculated as at the Initial Cover Date,
such calculation shall be made as if all the Debentures have
already been paid for and allotted; and
“A” means the aggregate amount standing to the credit of the Cash
Top-Up Account and the present value of the aggregate amounts
standing to the credit of the Cash Top-Up Fixed Deposits as at 4
p.m. on that Calculation Date.
Initial LTV means the LTV calculated on the Initial Cover Date.
Top-Up Trigger
Event
Top-Up Trigger Event means the LTV being 2.29% or greater
(being the fixing determined as being a 25% fall in the Portfolio
Value as on the Initial Cover Date).
If, on any Calculation Date after the Initial Cover Date, a Top-Up
Trigger Event occurs, the Issuer shall procure that the LTV is
restored to the Initial LTV on the twentieth Business Day falling
after that Calculation Date
Cash Top-Up Account The INR denominated bank account in the name of the Company
with account number 1540962003 held with the Account Bank (or
any other account being a renewal, re-designation or replacement
of that account as the Account Bank may from time to time
specify by notice in writing to the Company and the Debenture
Trustee).
Cash Top-Up Fixed
Deposits
Each Rupee denominated fixed term deposit account opened and
maintained in the name of the Issuer with the Account Bank (or
any other account being a renewal, re-designation or replacement
of that account as the Account Bank may from time to time
specify by notice in writing to the Issuer and the Debenture
Trustee) in accordance with the provisions of the Debenture Trust
Deed.
Cash Top-Up Assets All of the Issuer’s rights, title, interest and benefits in, to and under
the Cash Top- Up Account, the Cash Top-Up Fixed Deposits and
all amounts standing to the credit of the Cash Top-Up Account
and the Cash Top-Up Fixed Deposits from time to time.
Top Down Trigger
Event
On any Trading Day, the LTV being 1.12% or less than that
Trading Day and on each of the 20 consecutive Trading Days
falling immediately prior to that Trading Day.
Financial
Indebtedness
Any indebtedness whether secured or unsecured, from banks,
financial institutions or any other persons in respect of:
(a) moneys borrowed;
44
Private & Confidential – For Private Circulation Only
(This Information Memorandum is neither a Prospectus
nor a Statement in Lieu of Prospectus)
(b) any acceptance credit (including any dematerialised
equivalent);
(c) any bond, note, debenture, loan stock or other similar
instrument;
(d) any redeemable preference share;
(e) any agreement treated as a finance or capital lease in
accordance with GAAP or Indian Accounting Standards (IND
AS), as applicable;
(f) receivables sold or discounted (other than any receivables to
the extent they are sold on a non-recourse basis);
(g) the acquisition cost of any asset or service to the extent
payable after its acquisition or possession by the party liable
where the advance or deferred payment:
(h) is arranged primarily as a method of raising finance or of
financing the acquisition of that asset or service or the
construction of that asset or service; or
(i) involves a period of more than six months after the date of
acquisition or supply;
(j) any derivative transaction protecting against or benefiting
from fluctuations in any rate or price (and, except for non-
payment of an amount, the then mark-to-market value of the
derivative transaction will be used to calculate its amount);
(k) any other transaction (including any forward sale or purchase
agreement) entered into primarily as a method of raising
finance;
(l) any counter-indemnity obligation in respect of any guarantee,
indemnity, bond, letter of credit or any other instrument
issued by a bank or financial institution;
(m) the amount of any liability in respect of a put option,
guarantee, indemnity, capitalisation undertaking, letter of
comfort or any other obligation to provide support
(howsoever described) in relation to any assets including, but
not limited to, securities, movable assets and immovable
assets; or
(n) the amount of any liability in respect of any put option,
guarantee, indemnity, capitalisation undertaking or any other
obligation to provide support (howsoever described) for any
of the items referred to in paragraphs (a) to (i) above
(o)
Drawdown Date/
Issue Date
It shall be the same as Pay-In Date
Transaction
Documents
(a) The Debenture Trust Deed;
(b) the Debenture Trustee Agreement;
(c) the Common Security Trustee Agreement;
(d) the Escrow Agreement;
(e) each Security Document;
(f) the Credit Support Undertaking;
(g) this Information Memorandum;
(h) the Letter Agreement;
45
Private & Confidential – For Private Circulation Only
(This Information Memorandum is neither a Prospectus
nor a Statement in Lieu of Prospectus)
(i) the Deed of Subordination;
(j) the Fee Letter; and
any other document that may be designated as a Transaction
Document by the Debenture Trustee and the Issuer.
In the event of any conflict or inconsistency between any terms or
provisions of the Information Memorandum and the other
Transaction Documents, the Transaction Documents will prevail.
Conditions Precedent
to Disbursement
(a) In relation to the Obligors
(i) A copy of the constitutional documents of (i) the
Company, and (ii) Common Pledgor (reflecting the
amendments as specified by the Debenture Trustee);
(ii) A copy of a resolution of the board of directors of the
Issuer;
(iii) A copy of a resolution of the board of directors of the
Common Pledgor;
(iv) A specimen of the signature of each person authorised
by the resolutions and the powers of attorney referred
to in paragraphs (ii) and (iii) above;
(v) A specimen of the signatures of each Individual
Pledgor and each Co-pledgor;
(vi) A copy of the special resolution passed by the
shareholders of the Issuer under Rule 14(2) of the
Companies (Prospectus and Allotment of Securities)
Rules, 2014 approving the offer of Debentures for
subscription by way of private placement;
(vii) A copy of the special resolution of the shareholders of
the Common Pledgor passed under and in accordance
with Section 186 of the Act for creation of Security on
the Common Pledgor Charged Assets in favour of the
Common Security Trustee for the Debentures issued by
the Company under and in accordance with Section
186 of the Act.
(viii) A certificate from the Issuer (signed by a director)
confirming that:
(A) borrowing, securing or otherwise collateralising,
as appropriate, the Debt would not cause any
borrowing, securing, collateralising or similar
limit binding on it to be exceeded (including any
limits imposed under any resolution passed by
the shareholders of the Issuer);
(B) each copy document relating to it specified in
Schedule 5 (Conditions) of the Debenture Trust
Deed is correct, complete and in full force and
effect as at a date no earlier than the date of the
Debenture Trust Deed;
(C) the Issuer has sufficient assets to maintain 100%
asset cover sufficient to discharge the principal
46
Private & Confidential – For Private Circulation Only
(This Information Memorandum is neither a Prospectus
nor a Statement in Lieu of Prospectus)
amount of the Debentures in accordance with the
provisions of the SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015
and the Listing Agreement once the Debentures
are issued and allotted;
(D) a resolution of the shareholders of the Issuer
under Section 180 is not required in relation to
the Transaction Documents since the Issuer is a
private company and not the subsidiary of a
public company under the Act;
(E) no Default is continuing or would result from the
allotment of Debentures under the proposed
Issue;
(F) no application for initiation of an insolvency
resolution process under the Insolvency Code
has been filed in relation to the Issuer;
(G) no steps have been taken towards initiation or
formulation of a resolution plan in relation to the
Issuer under applicable Reserve Bank of India
regulations on stressed assets;
(H) the representations and warranties set out in
Schedule 3 (Representations and Warranties) of
the Debenture Trust Deed and in each other
Transaction Document to which it is a party
(specifically identified as representations and
warranties in such Transaction Documents) are
true;
(I) no execution or other legal process issued on a
judgment, decree or order of any court in favour
of a creditor of the Issuer remains unsatisfied in
whole or in part;
(J) to the best of his knowledge and belief, no action
has been taken or is pending (including the filing
of documents with any court), no other steps
have been taken by any person and no legal
proceedings have been commenced or are
threatened or are pending for:
1. the winding up, insolvency resolution,
liquidation, dissolution, administration or
reorganization of the Issuer;
2. the Issuer to enter into any composition or
arrangement with its creditors generally; or
3. the appointment of a receiver, insolvency
resolution professional, administrator,
liquidator, administrative receiver, trustee or
similar officer in respect of the Issuer or any
of its property, undertaking or assets;
4. and no event equivalent to any of the
foregoing has occurred in or under the laws
47
Private & Confidential – For Private Circulation Only
(This Information Memorandum is neither a Prospectus
nor a Statement in Lieu of Prospectus)
of India;
(K) the Issue, the entry into of the Transaction
Documents to which it is a party and any security
created by the Issuer under or pursuant to the
Transaction Documents to which it is a party
will be entered into or made, as the case may be,
by the Issuer, in good faith and for the purpose
of carrying on its business, and there are
reasonable grounds for believing that such entry
into of such Transaction Documents and the
creation of security thereunder would benefit the
Issuer; and
(L) in issuing and allotting the Debentures and in
entering into the Transaction Documents to
which it is a party and/or creating the security
under or pursuant to the Transaction Documents
to which it is a party, the Issuer has no desire to
give a preference to any person as contemplated
by Section 328 of the Companies Act, 2013; and
(ix) A certificate from the Common Pledgor (signed by a
director) confirming that:
(A) providing credit support to the Debt in terms of
the Credit Support Undertaking and providing
Security or otherwise collateralizing the Debt
pursuant to the Security Documents to which it
is a party would not cause any guaranteeing,
lending, investment or similar limit binding on it
to be exceeded;
(B) each copy document relating to it specified in
this Schedule 5 (Conditions) is correct, complete
and in full force and effect as at a date no earlier
than the date of the Debenture Trust Deed;
(C) no application for initiation of an insolvency
resolution process under the Insolvency Code
has been filed in relation to the Common
Pledgor;
(D) no steps have been taken towards initiation or
formulation of a resolution plan in relation to the
Common Pledgor under applicable Reserve
Bank of India regulations on stressed assets.
(E) a resolution of the shareholders of the Common
Pledgor under Section 180 of the Act is not
required in relation to the Transaction
Documents to which it is a party since the
Common Pledgor is a private company and not
the subsidiary of a public company under the
Act;
(F) no action, proceedings or other procedure or step
is taken or declaration made to take over the
48
Private & Confidential – For Private Circulation Only
(This Information Memorandum is neither a Prospectus
nor a Statement in Lieu of Prospectus)
management of the Common Pledgor by any
appropriate regulator and/or to initiate
proceedings against the Common Pledgor under
the Insolvency Code or any other analogous law,
or any notice is given or application is made by
any person to any appropriate regulator in this
regard;
(G) other than as disclosed in the certificate referred
to in paragraph #(c)(vi) below, there are no
proceedings pending before, or claims due to,
any Tax authority which could result in any
Common Pledgor Charged Assets being or
becoming subject to any Tax claims pursuant to
Section 281 of the Tax Act
(b) Individual Pledgors and Co-pledgors
Evidence satisfactory to the Debenture Trustee that each
Individual Pledgor was a “person resident in India” on the date
of acquisition by it of their respective Individual Pledgors
Pledge Shares.
(c) Security and Transaction Documents
(i) A copy of each of the following Transaction
Documents, duly executed by the parties to it:
(A) the Debenture Trustee Deed;
(B) the Debenture Trustee Agreement;
(C) the Credit Support Undertaking;
(D) the Deed of Hypothecation;
(E) the Common Deed of Hypothecation;
(F) the Common Share Pledge Agreement;
(G) the Individual Pledgors Share Pledge
Agreement;
(H) the Escrow Agreement;
(I) the Deed of Hypothecation;
(J) the Common Security Trustee Agreement;
(K) each Power of Attorney, duly notarised;
(L) the Letter Agreement
(M) this Information Memorandum; and
(N) each other Transaction Document (if any).
(ii) Confirmation from the Common Security Trustee that
it has received the relevant deposit documents from the
Common Pledgor and the Individual Pledgors pursuant
to the Common Share Pledge Agreement and the
Individual Pledgors Share Pledge Agreement in form
and substance satisfactory to it.
(iii) Confirmation from the Escrow Agent that it has
received the shares being pledged pursuant to the
Common Share Pledge Agreement.
(iv) Confirmation from the Debenture Trustee that it has
received a certificate issued by the legal advisers to the
Company, confirming that the Common Pledgor (i) is
49
Private & Confidential – For Private Circulation Only
(This Information Memorandum is neither a Prospectus
nor a Statement in Lieu of Prospectus)
the legal and beneficial holders of 6,804 shares of the
Portfolio Holding Company, and (ii) holds valid share
certificates evidencing such ownership;
(v) A certificate from the statutory auditor of the Issuer
confirming details of proceedings pending before, or
claims due to, any Tax authority in respect of the Issuer
which could result in any Company Charged Assets
and/or any Common Company Charged Assets being
or becoming subject to any Tax claims pursuant to
Section 281 of the Tax Act.
(vi) A certificate from the statutory auditor of the Common
Pledgor confirming details of proceedings pending
before, or claims due to, any Tax authority in respect
of such Common Pledgor which could result in any
Common Pledgor Charged Assets being or becoming
subject to any Tax claims pursuant to Section 281 of
the Tax Act.
(vii) A certificate from the chartered accountant in relation
to each of the Individual Pledgor confirming details of
proceedings pending before, or claims due to, any Tax
authority in respect of such Individual Pledgor which
could result in any Charged Assets being or becoming
subject to any Tax claims pursuant to Section 281 of
the Tax Act.
(viii) A certificate from the chartered accountant in relation
to each of the Co-pledgor confirming details of
proceedings pending before, or claims due to, any Tax
authority in respect of such Co-pledgor which could
result in any Charged Assets being or becoming subject
to any Tax claims pursuant to Section 281 of the Tax
Act.
(ix) A copy of the application for no-objection certificate
from the Tax authorities under Section 281 of the Tax
Act in respect of the Security created or to be created
by the Company pursuant to the Transaction
Documents filed with and acknowledged by the Tax
authorities.
(x) A copy of the application for no-objection certificate
from the Tax authorities under Section 281 of the Tax
Act in respect of the respective Security created or to
be created by the Common Pledgor pursuant to the
Transaction Documents filed with and acknowledged
by the Tax authorities.
(xi) A copy of the application for no-objection certificate
from the Tax authorities under Section 281 of the Tax
Act in respect of the Security created or to be created
by the Individual Pledgors pursuant to the Transaction
Documents filed with and acknowledged by the Tax
authorities.
50
Private & Confidential – For Private Circulation Only
(This Information Memorandum is neither a Prospectus
nor a Statement in Lieu of Prospectus)
(xii) A copy of the application for no-objection certificate
from the Tax authorities under Section 281 of the Tax
Act in respect of the Security created or to be created
by the Co-pledgors pursuant to the Transaction
Documents filed with and acknowledged by the Tax
authorities
(xiii) Filing of form CHG-9 with each relevant Registrar of
Companies in respect of the Security to be created in
relation to the Debentures under the Common Share
Pledge Agreement, the Common Deed of
Hypothecation and the Deed of Hypothecation.
(xiv) Filing of the Hypothecation Form with the Depository
through the CCPS Participant in terms of the
Depositories Act, Depositories Regulations and the
Depositories Business Rules and delivery to the
Common Security Trustee evidence of the filing of the
Hypothecation Form and the registration of the
hypothecation over the Charged Afcons CCPS by the
Depository in its record.
(xv) A copy of the pledge master report from the Common
Security Trustee’s Participant confirming the creation
and the noting of the pledge over the Individual
Pledgors Pledge Shares in favour of the Common
Security Trustee in the records of the Depository.
(xvi) A copy of the most recent constitutional documents of
the Portfolio Holding Company, certified by the
company secretary of the Common Pledgor.
(xvii) A copy of the Common Pledgor Deposit Account
notice of charge duly acknowledged by the Account
Bank.
(xviii) A copy of the Common Pledgor Receivables Account
notice of charge delivered to the Receivables Account
Bank.
(xix) All other documents, and/or evidence of all other steps,
required to perfect the Security created pursuant to the
Transaction Documents as required by the Debenture
Trustee
(d) Rating and Listing
(i) A copy of the rating letter from the Rating Agency
providing a minimum rating of “CARE AA-” to the
Debentures.
(ii) A copy of the in-principle approval letter from the BSE
for listing of the Debentures.
(e) Legal Opinions
(i) A legal opinion of the legal advisers to the Debenture
Trustee substantially in the form distributed to the
Debenture Trustee prior to signing the Debenture Trust
Deed;
(ii) A legal opinion of the legal advisers to the Issuer,
51
Private & Confidential – For Private Circulation Only
(This Information Memorandum is neither a Prospectus
nor a Statement in Lieu of Prospectus)
substantially in the form distributed to the Debenture
Trustee prior to signing the Debenture Trust Deed.
(f) Other documents and evidence
(i) A Copy of any other authorisation or document,
opinion or assurance which the Debenture Trustee
considers to be necessary or desirable in connection
with the Debentures or the entry into and performance
of the transactions contemplated by any Transaction
Document or for the validity or enforceability of any
Transaction Document.;
(ii) The audited financial statements for the financial year
ended 31 March 2019 of each Obligor (other than
Individual Pledgors);
(iii) Evidence that the costs and expenses due from the
Issuer in connection with the issue of Debentures have
been paid;
(iv) Evidence that stamp duty payable in connection with
the execution, performance and/or enforcement of the
Transaction Documents have been paid;
(v) Evidence to the satisfaction of the Debenture Trustee
that no Top-Up Trigger Event has occurred or is
subsisting on or prior to the Pay-In Date; and
(vi) Confirmation from the Issuer that no Event of Default
or Mandatory Prepayment Event has occurred or is
subsisting on the Pay-In Date.
Condition
Subsequent to
Disbursement
(a) A copy of the certificate of registration of charge provided by
the relevant registrar of companies in connection with the
Common Share Pledge Agreement (in relation to the
Debentures), within 2 days of receipt by the Common Pledgor
and in any event no later than 14 days from the Pay In Date.
(b) A copy of the certificate of registration of hypothecation by
the Depository in its record in relation to the Charged Afcons
CCPS in relation to the Debentures, within 2 days of receipt
by the Company and in any event no later than 14 days from
the Pay In Date.
(c) A copy of the certificate of registration of charge provided by
the relevant registrar of companies in connection with the
Common Deed of Hypothecation (in relation to the
Debentures), within 2 days of receipt by the Company and in
any event no later than 14 days from the Pay In Date.
(d) A copy of the certificate of registration of charge provided by
the relevant registrar of companies in connection with the
Deed of Hypothecation, within 2 days of receipt by the
Company and in any event no later than 14 days from the Pay
In Date.
(e) As soon as available, a no-objection certificate from the Tax
authorities under Section 281 of the Tax Act in respect of the
security to be created by the Company over the Company
Charged Assets under the Deed of Hypothecation.
52
Private & Confidential – For Private Circulation Only
(This Information Memorandum is neither a Prospectus
nor a Statement in Lieu of Prospectus)
(f) As soon as available, a no-objection certificate from the Tax
authorities under Section 281 of the Tax Act in respect of the
security to be created by the Company over the Common
Company Charged Assets under the Common Deed of
Hypothecation.
(g) As soon as available and in any event no later than 15 days of
the Pay In Date, evidence satisfactory to the Debenture
Trustee that the Company has filed a return of allotment of
securities pursuant to allotment of the Debentures, by filing
Form No. PAS-3 in accordance with Rule 14(4) of the
Companies (Prospectus and Allotment of Securities) Rules,
2014, with the Registrar of Companies, New Delhi.
(h) By no later than 7 Business Days of the Pay In Date (or such
other period as may be mutually agreed between the
Company and the Debenture Trustee (acting on instructions
of the Debenture Holders by Majority Resolution):
(i) evidence of the Cash Top-Up Account having been
opened with the Account Bank and details of the Cash
Top-Up Account; and
(ii) confirmation from the Debenture Trustee that it has
received a copy of the Cash Top-Up Account notice of
charge delivered to the Account Bank, duly
acknowledged by the Account Bank.
(i) By no later than 7 Business Days of the Pay In Date or such
other period as may be mutually agreed between the
Company and the Common Security Trustee (acting on
instructions of the Debenture Trustee), confirmation from the
Common Security Trustee that it has received a copy of the
duly acknowledged Common Pledgor Receivables Account
notice of charge .
(j) co-operate with the Common Security Trustee to enable the
Common Security Trustee to make filings with the with the
Central Registry of Securitisation Asset Reconstruction and
Security Interest of India in relation to perfection of Security
over the Common Company Charged Assets by no later than
30 days of the Pay In Date, or such other shorter time period,
if any, notified by any Governmental Authority.
(k) co-operate with the Common Security Trustee to enable the
Common Security Trustee to make filings with the with the
Central Registry of Securitisation Asset Reconstruction and
Security Interest of India in relation to perfection of Security
over the Common Pledgor Hypothecated Assets by no later
than 30 days of the Pay In Date, or such other shorter time
period, if any, notified by any Governmental Authority.
(l) As soon as available, a no-objection certificate from the Tax
authorities under Section 281 of the Tax Act in respect of the
security to be created by the Common Pledgor over the
Common Pledgor Charged Assets under the Common Share
Pledge Agreement.
53
Private & Confidential – For Private Circulation Only
(This Information Memorandum is neither a Prospectus
nor a Statement in Lieu of Prospectus)
(m) As soon as available, a no-objection certificate from the Tax
authorities under Section 281 of the Tax Act in respect of the
security to be created by each Individual Pledgor over the
Individual Pledgors Charged Assets under the Individual
Pledgors Share Pledge Agreement.
(n) As soon as available, a no-objection certificate from the Tax
authorities under Section 281 of the Tax Act in respect of the
security to be created by each Co-pledgor over the Individual
Pledgors Charged Assets under the Individual Pledgors Share
Pledge Agreement.
Events of Default Each of the events or circumstances set out below is an event of
default:
(a) Non payment;
(b) Maximum LTV;
(c) An Obligor does not comply with any of its obligations under
any Transaction Documents to which it is a party;
(d) Misrepresentation;
(e) Cross default;
(f) Insolvency;
(g) Insolvency proceedings;
(h) Material contracts;
(i) Judgments, creditors' process;
(j) Moratorium;
(k) Expropriation;
(l) Cessation of business;
(m) Unlawfulness;
(n) Repudiation;
(o) Security and credit Support;
(p) Material Adverse Effect;
(q) Audit qualification;
(r) Non listing;
(s) Material litigation;
(t) Credit rating;
(u) Change of control;
(v) Merger;
(w) Successors;
(x) Pledge Shares;
(y) Change in law; and
(z) Any other events of default set out in the Debenture Trust Deed
Covenants (i) Information undertakings
(a) Financial statements;
(b) Requirements as to financial statements;
(c) Requirements regarding Debentures;
(d) Information: miscellaneous;
(e) Notification of default;
(f) Books and records; and
(g) Additional information and inspection
(ii) General undertakings
(a) Authorisations;
54
Private & Confidential – For Private Circulation Only
(This Information Memorandum is neither a Prospectus
nor a Statement in Lieu of Prospectus)
(b) Compliance with laws;
(c) Negative pledge;
(d) Disposals;
(e) Merger;
(f) Capital structure and business;
(g) Constitutional Documents;
(h) LTV and Security Cover;
(i) Further assurances;
(j) Financial Indebtedness;
(k) Acquisitions and investments;
(l) Accounting policies and financial year;
(m) Arm's length dealings;
(n) Restricted payments;
(o) Taxes;
(p) Listing;
(q) Information Memorandum;
(r) Limitation on use of funds;
(s) Wilful defaulter;
(t) Pari passu;
(u) Change of business;
(v) Loans and guarantees;
(w) Auditors;
(x) Bank accounts;
(y) Conduct of business;
(z) Use of proceeds;
(aa) Working capital requirements;
(bb) Anti-Corruption Law;
(cc) Sanctions;
(dd) Recording Security over the Charged Assets;
(ee) Insolvency Proceedings;
(ff) Certificate of Ownership;
(gg) Ranking;
(hh) Powers of Attorney and transfer forms;
(ii) Escrow Agent;
(jj) Portfolio Holding Company;
(kk) Restriction on accessing public funds or issuing
guarantees;
(ll) Appointment of Deutsche Bank AG, Mumbai branch;
(mm) Sterling Indebtedness
(nn) Conversion of Charged Afcons CCPS;
(oo) Financial Debt;
(pp) FATCA;
(qq) Any other covenants as set out in the Debenture Trust
Deed.
Negative Lien (a) Subject to sub paragraph (b) below, the Company shall not
create or permit to subsist any Encumbrance over any of its
assets other than the Encumbrances created under the
Transaction Documents and the existing Encumbrances (as
defined under each Existing Debenture Trust Deed) created
55
Private & Confidential – For Private Circulation Only
(This Information Memorandum is neither a Prospectus
nor a Statement in Lieu of Prospectus)
under the transaction documents (as defined under each
Existing Debenture Trust Deed), without the prior consent of
the Debenture Trustee.
(b) The Company may create Encumbrances for incurring any
Financial Indebtedness for refinancing the outstanding Debt
with the prior consent of the Debenture Trustee provided that
where such refinancing is in respect of the entire outstanding
Debt in full, such consent shall not be unreasonably withheld.
Provisions related to
Cross Default
Clause
As per the Debenture Trust Deed
Role and
Responsibilities of
Debenture Trustee
As per the Debenture Trust Deed
Governing Law and
Jurisdiction
Indian law, Courts and tribunals in Delhi
5.2.4 Disclosure of Cash Flows: as per SEBI Circular No: CIR/IMD/DF/18/2013 dated October 29,
2013.
Cash Flows Date No. of days in
Coupon Period
Amount (INR)
Series A 30/04/2021 457 3,75,95,47,167
Series B 30/05/2023 1,217 7,76,56,15,694
Note: Please note if the coupon payment date of the Debentures, falls on a Sunday or a holiday the
coupon payment shall be made on the next working day. If any redemption date of the Debentures,
falls on a Sunday or a holiday, redemption and accrued interest are payable on the immediately
previous working day.
5.2.5 Additional covenants:
(i) Default in payment: In case of default in payment of Interest and/or principal redemption on
the due dates, additional interest of atleast @ 2% p.a. over the Interest will be payable by the
Issuer for the defaulting period
(ii) Delay in listing: In case of delay in listing of the debt securities beyond 20 days from the
Deemed Date of Allotment, the Issuer will pay penal interest of atleast 1% p.a. over the Yield
from the expiry of 30 days from the Deemed Date of Allotment till the listing of such debt
securities to the Invited Eligible Investor.
(iii) Delay in execution of the debenture trust deed: In case the issuer fails to execute the trust
deed within the period specified in the sub-regulation (1)of SEBI Regulation 15, without
prejudice to any liability arising on account of violation of the provisions of the SEBI Act
1992 and the SEBI Regulations, the Issuer shall also pay interest of at least two percent per
annum to the Invited Eligible Investor, over and above the agreed Yield, till the execution of
the trust deed.
5.2.6 Disclosures pertaining to willful default
56
Private & Confidential – For Private Circulation Only
(This Information Memorandum is neither a Prospectus
nor a Statement in Lieu of Prospectus)
(i) In case of listing of debt securities made on private placement, the following disclosures shall
be made:
(a) Name of the bank declaring the entity as a wilful defaulter - NA;
(b) The year in which the entity is declared as a wilful defaulter - NA;
(c) Outstanding amount when the entity is declared as a wilful defaulter - NA;
(d) Name of the entity declared as a wilful defaulter - NA;
(e) Steps taken, if any, for the removal from the list of wilful defaulters - NA;
(f) Other disclosures, as deemed fit by the issuer in order to enable investors to
take informed decisions - NA;
(g) Any other disclosure as specified by the Board - NA.
(ii) Neither the Issuer nor any of its promoters or directors is a wilful defaulter.
5.2.7 Private placement offer cum application letter requirements under the Companies Act,
2013
# Particulars
1. GENERAL INFORMATION
(a) Business carried on by the
Company and its subsidiaries
with the details of branches
or units, if any;
For the business of the Company, please see Clause 5.1 above.
Business carried out by its subsidiaries is as follows:
(a) Shapoorji & Company Private Limited was incorporated on
12th February, 1943 as a private limited company under the
Indian Companies Act VII of 1913. The principal objective of
the Company is construction related activities and rental
services. The Company operates through its administrative
office located as follows:
Address Head office/Branch
Office
S.P. Centre, 41/44 Minoo Desai
Marg, Colaba, Mumbai 400
005.
Administrative Office
(b) Shapoorji Pallonji (Gwalior) Private Limited was
incorporated on 26th September, 1944 as a private limited
company under the Gwalior Companies Act (I of Samwat
1963). The principal objective of the Company is construction
related activities and rental services. The Company operates
through its administrative office located as follows:
Address Head office/Branch
Office
S.P. Centre, 41/44 Minoo Desai
Marg, Colaba, Mumbai 400
005.
Administrative Office
57
Private & Confidential – For Private Circulation Only
(This Information Memorandum is neither a Prospectus
nor a Statement in Lieu of Prospectus)
# Particulars
(b) Brief particulars of the
management of the Company
Please see Clause 5.1.8(i) above.
(c) Names, addresses, DIN and
occupations of the directors
Please see Clause 5.1.8(i) above.
(d) Management’s perception of
risk factors
Please see Clause 4 above
(e) Details of default, if any,
including therein the amount
involved, duration of default
and present status, in
repayment of:
i) statutory dues;
Assessment
Year
Outstanding
demand
Amount (Rs)
Remarks/Status
2015-16
41,586,870 The company has filed an
Appeal before CIT(A) which is
pending for disposal - under
the Income-tax Act, 1961
Various
Years
3,433 Demand as per TRACES in
respect of TDS payments
ii) debentures and interest
thereon;
NA
iii) deposits and interest
thereon;
NA
iv) loan from any bank or
financial institution and
interest thereon.
NA
(f) Names, designation, address
and phone number, email ID
of the nodal/ compliance
officer of the Company, if
any, for the private placement
offer process.
Ms. Pooja Nayak (compliance officer)
Address: A-B 105 Arunodaya Nagar Opp. St Augustine School
Vasai West, Thane - 401 202
Email id: [email protected]
Phone number: 022 67492693
2. PARTICULARS OF THE OFFER
(a) Date of passing of board
resolution
24th December , 2019
(b) Date of passing of resolution
in the general meeting,
authorizing the offer of
securities
26th, December, 2019
€ Kinds of securities offered
(i.e. whether share or
debenture) and class of
security
Up to 8250 rated, listed, zero coupon, redeemable non convertible
debentures of the nominal value of INR 1,000,000 each,
aggregating to not more than INR 8,250,000,000 to be issued by
the Issuer in dematerialized form in two series (being Series A and
Series B)
58
Private & Confidential – For Private Circulation Only
(This Information Memorandum is neither a Prospectus
nor a Statement in Lieu of Prospectus)
# Particulars
(d) Price at which the security is
being offered including the
premium, if any, alongwith
justification of the price
NA
(e) Name and address of the
valuer who performed
valuation of the security
offered
NA
(f) Relevant date with reference
to which price has been
arrived at
NA
(g) The class or classes of persons
to whom allotment is
proposed to be made
Please see definition of Invited Eligible Investors in Clause 1
(h) Intention of promoters,
directors or key managerial
personnel to subscribe to the
offer (applicable in case they
intend to subscribe to the offer
NA
(i) The proposed time within
which the allotment shall be
completed
60 days from the date of this private placement offer cum
application letter (and in any case within 2 Business Days of the
Pay-in Date)
(j) The names of the proposed
allottees and the percentage
of post private placement
capital that may be held by
them.
The Debentures will be allotted to Successful Invited Eligible
Investors as defined in Clause 5.5.1
(k) The change in control, if any,
in the company that would
occur consequent to the
private placement
NA
(l) The number of persons to
whom allotment on
preferential basis/private
placement/ rights issue has
already been made during the
year, in terms of number of
securities as well as price
NA
The justification for the
allotment proposed to be
made for consideration other
than cash together with
valuation report of the
registered valuer
NA
(m) Amount which the Company
intends to raise by way of
securities
INR 825 crores
59
Private & Confidential – For Private Circulation Only
(This Information Memorandum is neither a Prospectus
nor a Statement in Lieu of Prospectus)
# Particulars
(n) Terms of raising of securities:
Duration, if applicable, Rate
of dividend or rate of interest,
mode of payment and
repayment
Please see Clause 5.2 above
(o) Proposed time schedule for
which the private placement
offer cum application letter is
valid
3 months from the date of the general meeting authorizing the
issuance and offer of the Debentures
(p) Purposes and objects of the
offer
Please see Clause 5.2 above
(q) Contribution being made by
the promoters or directors
either as part of the offer or
separately in furtherance of
such objects
NA
(r) Principle terms of assets
charged as security, if
applicable
Please see Clause 3.2 above.
(s) The details of significant and
material orders passed by the
Regulators, Courts and
Tribunals impacting the
going concern status of the
Company and its future
operations;
NA
(t) The pre-issue and post-issue
shareholding pattern of the
company
Please see Clause 5.1.7(i). There is going to be no change in the
shareholding pattern of the Company pursuant to the Issue.
(u) Mode of payment for
subscription
Normal banking channels
3. DISCLOSURES WITH REGARD TO INTEREST OF DIRECTORS, LITIGATION ETC
(a) Any financial or other
material interest of the
directors, promoters or key
managerial personnel in the
offer and the effect of such
interest in so far as it is
different from the interests of
other persons
NA
(b) Details of any litigation or
legal action pending or taken
by any Ministry or
Department of the
Government or a statutory
authority against any
promoter of the offeree
NA
60
Private & Confidential – For Private Circulation Only
(This Information Memorandum is neither a Prospectus
nor a Statement in Lieu of Prospectus)
# Particulars
Company during the last three
years immediately preceding
the year of the circulation of
the offer letter and any
direction issued by such
Ministry or Department or
statutory authority upon
conclusion of such litigation
or legal action shall be
disclosed
(c) Remuneration of directors
(during the current year and
last three financial years
NA
(d) Related party transactions
entered during the last three
financial years immediately
preceding the year of
circulation of offer letter
including with regard to loans
made or, guarantees given or
securities provided
FY 2018-19
Name of the
Related Party
Descripti
on of
Transact
ion
Transacti
on
Amount
(INR)
Outstanding
Amount
(INR)
Shapoorji & Co.
Pvt. Ltd.
Loan
Given &
Interest
thereon
219,973 2,896,010
Shapoorji
Pallonji
(Gwalior) Pvt.
Ltd
Loan
Given &
Interest
thereon
582,927 7,193,069
FY 2017-18
Name of the
Related
Party
Description
of
Transaction
Transactio
n Amount
(INR)
Outstandi
ng Amount
(INR)
Shapoorji &
Co. Pvt. Ltd.
Loan Given
& Interest
thereon
225,000 2,698,035
Shapoorji
Pallonji
(Gwalior)
Pvt. Ltd
Loan Given
& Interest
thereon
596,250 6,668,434
FY 2016-17
Name of the
Related Party
Description
of
Transaction
Transacti
on
Amount
(INR)
Outstand
ing
Amount
(INR)
Shapoorji & Co.
Pvt. Ltd.
Loan Given
& Interest
thereon
225,000 2,495,535
61
Private & Confidential – For Private Circulation Only
(This Information Memorandum is neither a Prospectus
nor a Statement in Lieu of Prospectus)
# Particulars
Shapoorji
Pallonji
(Gwalior) Pvt.
Ltd
Loan Given
& Interest
thereon
596,250 6,131,809
(e) Summary of reservations or
qualifications or adverse
remarks of auditors in the last
five financial years
immediately preceding the
year of circulation of offer
letter and of their impact on
the financial statements and
financial position of the
Company and the corrective
steps taken and proposed to be
taken by the Company for
each of the said reservations
or qualifications or adverse
remark
NA
(f) Details of any inquiry,
inspections or investigations
initiated or conducted under
the Companies Act or any
previous Company law in the
last three years immediately
preceding the year of
circulation of offer letter in
the case of Company and all
of its subsidiaries. Also if
there were any prosecutions
filed (whether pending or not)
fines imposed, compounding
of offences in the last three
years immediately preceding
the year of the offer letter and
if so, section-wise details
thereof for the Company and
all of its subsidiaries
NA
(g) Details of acts of material
frauds committed against the
Company in the last three
years, if any, and if so, the
action taken by the Company
NA
4. FINANCIAL POSITION OF THE COMPANY
(i) the capital structure of the Company in the following manner in a tabular form:
(a) the authorised, issued,
subscribed and paid up capital
The authorized share capital of the Company is INR 1,00,000
divided into 10,000 Equity Shares of Rs. 10 /- each
62
Private & Confidential – For Private Circulation Only
(This Information Memorandum is neither a Prospectus
nor a Statement in Lieu of Prospectus)
# Particulars
(number of securities,
description and aggregate
nominal value)
Please see Clause 5.1.11(i)
(b) size of the present offer INR 8,250,000,000
(c) paid up capital:
(A) after the offer; Please see Clause 5.1.11(i)
(B) after conversion of
convertible instruments (if
applicable)
NA
(d) share premium account
(before and after the offer)
NA
(ii) The details of the existing
share capital of the issuer
Company in a tabular form,
indicating therein with regard
to each allotment, the date of
allotment, the number of
shares allotted, the face value
of the shares allotted, the price
and the form of consideration
Provided that the issuer
Company shall also disclose
the number and price at which
each of the allotments were
made in the last one year
preceding the date of the offer
letter separately indicating the
allotments made for
considerations other than cash
and the details of the
consideration in each case
Please see Clause 5.1.7(i).
(b) Profits of the Company,
before and after making
provision for tax, for the three
financial years immediately
preceding the date of
circulation of offer letter
FY 2018-19
(INR)
FY 2017-18
(INR)
FY 2016-17
(INR)
10,65,30,57,505 1,41,78,94,751 4,17,01,46,091
(c) Dividends declared by the
Company in respect of the
said three financial years;
interest coverage ratio for last
three years (Cash profit after
tax plus interest paid/interest
paid
NA
(d) A summary of the financial
position of the Company as in
Please see attached Annexure 1 and Annexure 2
63
Private & Confidential – For Private Circulation Only
(This Information Memorandum is neither a Prospectus
nor a Statement in Lieu of Prospectus)
# Particulars
the three audited balance
sheets immediately preceding
the date of circulation of offer
letter;
(e) Audited Cash Flow Statement
for the three years
immediately preceding the
date of circulation of offer
letter;
Please see attached Annexure 1 and Annexure 2
(f) Any change in accounting
policies during the last three
years and their effect on the
profits and the reserves of the
Company
NA
5.3 UNDERTAKING TO USE A COMMON FORM OF TRANSFER
The normal procedure followed for transfer of securities held in dematerialized form shall be
followed for transfer of these Debentures held in electronic form. The seller should give delivery
instructions containing detail of the buyer’s DP account to his DP. The issuer undertakes that there
will be common transfer form/ procedure for transfer of Debentures.
5.4 OTHER INFORMATION AND ISSUE PROCEDURE
The Debentures being offered as part of the Issue are subject to the provisions of the Act, the
Memorandum and Articles of the Issuer, the terms of this Information Memorandum, the
Application Form and other terms and conditions as may be incorporated in the Debenture Trust
Deed and the other Transaction Documents.
5.4.1 Issue Procedure
Who can apply
All Invited Eligible Investors are eligible to apply for this private placement of Debentures.
The registration /enrolment process for the Eligible Investors must be guided by SEBI Circular No.
SEBI/HO/DDHS/CIR/P/2018/05 dated January 05, 2018 any other amendments thereafter read
with the operating guidelines for issuance of securities on a private placement basis through an
electronic book mechanism issued by BSE vide their Notice No. 20180928-24 dated September 28,
2018 and / or any subsequent guidelines as may be issued by BSE from time to time, in this regard
(the “EBP Mechanism Guidelines”). All Invited Eligible Investors will have access to this
Information Memorandum and other issue specific information uploaded by the Issuer on the BSE-
EBP. No other person may apply.
The Issue will be open for bidding for the Issue for the duration of the bidding window that would
be communicated through the Issuer’s bidding announcement on the BSE – EBP Platform, at least
1 (one) working day before the start of the Issue Open Date.
64
Private & Confidential – For Private Circulation Only
(This Information Memorandum is neither a Prospectus
nor a Statement in Lieu of Prospectus)
Nothing in this Information Memorandum shall constitute and/ or be deemed to constitute an offer
or an invitation to an offer, to be made to the public or any section thereof through this Information
Memorandum and this Information Memorandum and its contents should not be construed to be a
prospectus or a statement in lieu of prospectus under the Act.
This Information Memorandum and the contents hereof are restricted for only the intended Invited
Eligible Investor(s) and only such Invited Eligible Investors when specifically and directly
addressed by a communication from the Issuer, inviting them to subscribe to the Debentures/
offering to issue Debentures to them on a private placement basis are eligible to subscribe to the
Debentures. The Invited Eligible Investors must make their own independent evaluation and
judgment regarding their eligibility to invest in the Debentures offered herein.
Note: Participation by Invited Eligible Investors in the Issue may be subject to statutory
and/or regulatory requirements applicable to such Invited Eligible Investors in connection
with subscription to Indian securities by such categories of persons or entities. Applicants are
advised to ensure that they comply with all regulatory requirements/ guidelines applicable to
them for investing in the Debentures, including exchange controls and other requirements.
Applicants ought to seek independent legal and regulatory advice in relation to the laws
applicable to them.
Attention of the Invited Eligible Investors is specifically drawn to the provisions of sub-section (1)
of Section 38 of the Act which is reproduced below:
“Any person who, either knowingly or recklessly makes any statement, promise or forecast which
is false, deceptive or misleading, or deliberately conceals any material facts, to induce another
person to enter into, or to offer to enter into,—
(a) any agreement for, or with a view to, acquiring, disposing of, subscribing for, or underwriting
securities; or
(b) any agreement, the purpose or the pretended purpose of which is to secure a profit to any of
the parties from the yield of securities or by reference to fluctuations in the value of securities;
or
(c) any agreement for, or with a view to obtaining credit facilities from any bank or financial
institution;
shall be liable for action under section 447.”
How to apply
This being a private placement Issue, the Invited Eligible Investors who have been addressed
through this communication directly are eligible to apply by bidding for the Issue on the BSE-EBP
by entering the bid amount in Rupees (INR) and coupon/ yield in basis points (bps) i.e. up to four
decimal places (in case the issue is a cut off yield based issue), during the period commencing on
the Issue/ Bid Opening Time on the Issue/Bid Opening Date and ending on the Issue/ Bid Closing
Time on the Issue/Bid Closing Date. A bidder will only be able to enter in the amount if it is a fixed
rate issue and fixed price issue. The minimum number of Debentures that can be applied for and
the multiples thereof will be as set out by the Issuer at the time of initiation of the Issue on the BSE-
EBP. No bidding can be made for a fraction of a Debenture.
65
Private & Confidential – For Private Circulation Only
(This Information Memorandum is neither a Prospectus
nor a Statement in Lieu of Prospectus)
Multiple bids by a bidder are permitted. Multiple bids by an Arranger is allowed where each bid is
on behalf of different investor(s). Arranger(s) can put multiple bids for same investor provided the
total of all bids entered is not equal to or more than INR.15 crores or 5% of the base issue size,
whichever is lower
Bid modification is allowed during the bidding period. In last 10 minutes of the bidding period,
revision is allowed only to improve the coupon / yield (in case the issue is a cut off yield based
issue) and upward revision in terms of bid amount. Bid cancellation is not permitted in the last 10
minutes of the bidding period.
For further details in relation to the bidding, pre-bidding and post bidding procedure, Invited
Eligible Investors should refer to the EBP Mechanism Guidelines.
Manner of Bidding
The Issue will be through open bidding on the BSE-EBP in line with the EBP Mechanism
Guidelines.
Manner of Allotment in the Issue
The Issue will be on a uniform yield allotment.
Provisional Allocation of Debentures to be Allotted
Post completion of bidding process, if the Issuer decides to accept and proceed with the Issue, the
Arrangers and the Invited Eligible Investors will be able to view the provisional allocation of the
Debentures of their respective bid in the allocation report on the BSE–EBP (“Successful Invited
Eligible Investors”).
If the Issue (for a fixed rate issue) is over-subscribed, the Debentures will be allotted on time
priority basis in line with the EBP Mechanism Guidelines, in the following manner:
Bidding Scenario Allotment
First case scenario Yield priority
Where two or more bids are at the same yield Time-priority basis
Where two or more bids have the same yield and time Pro-rata basis
Submission of completed Application Form
Post the provisional allocation of the Debentures, the Successful Invited Eligible Investors must
submit the Application Form for the Debentures in the prescribed format in block letters in English
as per the instructions contained therein. Application Forms should be duly completed in all
respects and must be accompanied by the bank account details of the Successful Invited Eligible
Investors and the magnetic ink character reader code of the bank for the purpose of availing direct
credit of all amounts payable to the Debenture Holder(s) through electronic transfer of funds or
RTGS. All duly completed Application Forms should be scanned and emailed to the Issuer
alongwith all the relevant documents (as specified below) on the Issue Closing Date and forthwith
followed by the original Application Form to the correspondence office of the Issuer but no later
66
Private & Confidential – For Private Circulation Only
(This Information Memorandum is neither a Prospectus
nor a Statement in Lieu of Prospectus)
than 15 (fifteen) days from the Issue Closing Date. An Application Form, which is not complete in
all respects, shall be liable to be rejected.
Documents to be provided by applicants along with the duly completed Application Form
Applicants need to submit the certified true copies of the following documentation alongwith the
Application Form, as applicable:
• Memorandum of association and articles of association / documents governing constitution;
• Resolution authorising investment, if applicable;
• Certified true copy of the power of attorney/ relevant resolution/ authority to make
application;
• Specimen signatures of the authorised signatories;
• SEBI registration certificate (for applicants who are registered with the SEBI); and
• Copy of PAN card issued by the Income Tax Department;
PAN Number
Every applicant should mention its Permanent Account Number (PAN) allotted under Income Tax
Act, 1961, on the Application Form and attach a self attested copy as evidence. Applications
without PAN will be considered incomplete and are liable to be rejected.
Applications under power of attorney
A certified true copy of the power of attorney or the relevant authority as the case may be along
with the names and specimen signature(s) of all the authorized signatories and the tax exemption
certificate/ document, if any, must be lodged along with the submission of the completed
Application Form. Further modifications/ additions in the power of attorney or authority should be
notified to the Issuer or to its agents or to such other person(s) at such other address(es) as may be
specified by the Issuer from time to time through a suitable communication.
In case of an application made by companies under a power of attorney or resolution or authority,
a certified true copy thereof along with memorandum of association and articles of association and/
or bye- laws along with other constitutional documents must be attached to the Application Form
at the time of making the application, failing which, the Issuer reserves the full, unqualified and
absolute right to accept or reject any application in whole or in part and in either case without
assigning any reason thereto. Names and specimen signatures of all the authorized signatories must
also be lodged along with the submission of the completed application.
Issue Closing Date and Time
The Issue shall close on such date and time as shall be specified as the “Issue/ Bid Closing Date”
and the “Issue/ Bid Closing Time”.
Pay-In Date
Successful Invited Eligible Investors will be required to remit the funds for subscription towards
the Debentures that have been allocated to them on the Pay-In Date.
67
Private & Confidential – For Private Circulation Only
(This Information Memorandum is neither a Prospectus
nor a Statement in Lieu of Prospectus)
Payment Instructions
On the Pay-In Date, the Successful Invited Eligible Investors must remit/ transfer in full, monies
for subscription to the Debentures allocated to them by electronic transfer of funds/ RTGS from
the bank account(s) registered with the BSE–EBP to the bank account of the Indian Clearing
Corporation Limited on or before 10:30 AM (“Pay-in time”). Funds for the allocation of the
Debentures for bids made by an Arranger on behalf of the Successful Invited Eligible Investors
must also be made from the bank account of such eligible participants. Successful Invited Eligible
Investors should ensure to make payment of the subscription amount for the Debentures by from
the Pay-in Time from their same bank account which is registered/ updated by them in the BSE -
EBP. In case of mismatch in the bank account details between BSE - EBP and the bank account
from which payment is done by the successful bidder, it will lead to cancellation of the bid.
The entire amount of INR 1,000,000/- per Debenture is payable on the Pay-In Date.
Settlement Cycle
T+1 Day (where T day is the bidding session)
Deemed Date of Allotment
Deemed Date of Allotment for the Issue is the Pay-In Date, by which date the Depositories (on the
instruction of the Issuer) will be crediting the Debentures to the demat account of the Successful
Invited Eligible Investors. All the benefits under the Debentures will accrue to the Debenture
Holder(s) from the Deemed Date of Allotment.
Allotment
Upon final allocation by the Issuer, the Issuer or the Registrar on behalf of the Issue shall instruct
the Depositories on the Pay-In Date, and the Depositories shall accordingly credit the allocated
Debentures to the demat account of the Successful Invited Eligible Investors subject to EBP
Mechanism Guidelines.
Issue Programme
Issue Opening Date: 29 January 2020
Issue Closing Date: 29 January 2020
Pay-In Date: 30 January 2020
Deemed Date of Allotment: The same date as the Pay-In Date
Depository Arrangements
The Issuer has made necessary arrangements with the Depository for issue and holding of
Debentures in dematerialised form.
Debentures held in Dematerialised form
The Issuer shall procure that the relevant Debentures are credited in dematerialised form to the
depository participant account of each Debenture Holder on the Deemed Date of Allotment.
68
Private & Confidential – For Private Circulation Only
(This Information Memorandum is neither a Prospectus
nor a Statement in Lieu of Prospectus)
List of Beneficiaries
In relation to each payment/ repayment made by the Issuer to the Debenture Holders, the Issuer
shall request the Depository to provide (or shall otherwise cause to be procured from the
Depository) a list of beneficiaries of the Debentures as at the end of each Record Date. The relevant
payment/ repayment shall be made by the Issuer to persons named as the beneficial holders of the
Debentures on the relevant Record Date.
Trustee for the Debenture Holder(s)
The Issuer has appointed Axis Trustee Services Limited to act as trustee for the Debenture
Holder(s). The Issuer and the Debenture Trustee shall execute a Debenture Trust Deed inter alia,
specifying the powers, authorities and obligations of the Debenture Trustee and the Issuer. The
Debenture Holder(s) shall, without further act or deed, be deemed to have irrevocably given their
consent to the Debenture Trustee and any of its agents or authorized officials to do all such acts,
deeds, matters and things in respect of or relating to the Debentures as the Debenture Trustee may
in its absolute discretion deem necessary or require to be done in the interest of the Debenture
Holder(s), subject to the terms and conditions of, and in accordance with, the Debenture Trust
Deed. The Debenture Trustee will protect the interest of the Debenture Holder(s) with regard to
repayment of principal, interest, and all other amounts payable by the Issuer under or in connection
with the Debentures and will take necessary action in this regard, subject to and in accordance with
the Debenture Trust Deed, at the cost of the Issuer. The Debenture Trust Deed shall more
specifically set out rights and remedies of the Debenture Holders and the manner of enforcement
thereof.
Consent letter from Debenture Trustee is attached as Annexure 4.
Rating Letter
CARE Ratings Limited letter dated 14 January 2020 assigning “Provisional CARE AA(CE)" for
the Debenture issued/to be issued by the Issuer under this document. The rating letter is attached
as Annexure 3.
Right to accept or reject Bids
The Issuer is entitled at its sole and absolute discretion to accept or withdraw the Issue after the
bidding closure, without assigning any reason including if the Issuer is unable to receive the bids
upto base issue size, the Invited Eligible Investor has defaulted in payment towards the allotment
within the stipulated timeframe, cutoff yield in the Issue is higher than the estimated cutoff yield
disclosed to the BSE-EBP, where the base issue size is fully subscribed (in case of cut off yield
issue).
Refunds
If the Issuer chooses not to go ahead with the Issue and calls off the Issue, the Indian Clearing
Corporation Limited will return the funds collected from Successful Invited Eligible Investors
within 1 (one) Business Day from the Deemed Date of Allotment.
69
Private & Confidential – For Private Circulation Only
(This Information Memorandum is neither a Prospectus
nor a Statement in Lieu of Prospectus)
5.4.2 Sharing of Information
The Issuer may, at its option, but subject to Applicable Laws, use on its own, as well as exchange,
share or part with any financial or other information about the Debenture Holder(s) available with
the Issuer, with its subsidiaries and affiliates and other banks, financial institutions, credit bureaus,
agencies, statutory bodies, as may be required and neither the Issuer nor its subsidiaries and
affiliates nor their agents shall be liable for use of the aforesaid information.
5.4.3 Debenture Holder not a Shareholder
The Debenture Holder(s) will not be entitled to any of the rights and privileges available to
members of the Issuer. The Debentures shall not confer upon the Debenture Holder(s) the right to
receive notice(s) or to attend and to vote at any general meeting(s) of the shareholders of the Issuer.
5.4.4 Splitting and Consolidation
Splitting and consolidation of the Debentures is not applicable in the demat mode form since the
saleable lot is one Debenture.
5.4.5 Notices
Any communication to be made to the Debenture Holder(s) or the Issuer shall be made in writing
and, unless otherwise stated, shall be made by either fax or electronic mail.
To the Issuer:
Address: S. P. Centre, 41/44, Minoo Desai Marg, Colaba,
Mumbai - 400 005, India
Attention: Mr. Jai Mavani / Ms. Sunita Khanna / Ms. Alpa Kapadia
Fax number: +91 22 6633 8176
Email address: [email protected]; [email protected];
To the Debenture Trustee:
Address: The Ruby, 2nd Floor, SW, 29 Senapati Bapat Marg, Dadar West,
Mumbai- 400 028
Attention: Mr. Anil Grover, Deputy General Manager
Fax number: +022-6230-0700
Email address: [email protected]
Any communication or document made or delivered by one person to another under or in
connection with this Deed will only be effective:
(p) if sent by fax before 5 p.m. on a working day in the place to which it is sent, when sent or, if
sent by fax at any other time, at 9 a.m. on the next working day in that place, provided, in each
case, that the person sending the fax shall have received a transmission receipt;
(q) if by way of letter, when it has been left at the relevant address before 5 p.m. on a working day
in the place to which it is sent, when sent or, if sent at any other time, at 9 a.m. on the next
working day in that place or 5 Business Days after being deposited in the post postage prepaid
in an envelope addressed to it at that address;
70
Private & Confidential – For Private Circulation Only
(This Information Memorandum is neither a Prospectus
nor a Statement in Lieu of Prospectus)
(r) if by way of electronic mail sent by a Debenture Holder or the Debenture Trustee to any person,
when sent by the Debenture Holder or Debenture Trustee (as the case may be) unless the
Debenture Holder or Debenture Trustee (as the case may be) receives a message indicating
failed delivery; and
(s) if by way of electronic mail sent by any person other than a Debenture Holder or the Debenture
Trustee, when actually received in readable form by the Debenture Holder or the Debenture
Trustee (as the case may be) and then only if it is addressed in such a manner as the Debenture
Holder or Debenture Trustee (as the case may be) shall specify for this purpose,
and if it is expressly marked for the attention of the department or officer identified
5.4.6 Mode of Transfer/ Transmission of Debentures
The Debentures shall be transferable freely to all classes of Eligible Investors subject to and in
accordance with the applicable provisions of the Act and other Applicable Laws and in the manner
provided in the Debenture Trust Deed. The Debentures held in dematerialised form shall be
transferred subject to and in accordance with the rules/ procedures as prescribed by the Depository
and the relevant depository participant’s of the transferor or transferee. In addition, a Debenture
Holder will have the right to sell participations in its Debentures to one or more persons.
It may be noted that subject to Applicable Law, the Debentures would be issued and traded in
dematerialised form only.
5.4.7 Purchase and Sale of Debentures by the Issuer
The Issuer may, at any time and from time to time, purchase Debentures at the price available in
the debt market in accordance with Applicable Laws. Such Debentures may, at the option of the
Issuer, be cancelled, held or reissued at such a price and on such terms and conditions as the Issuer
may deem fit and as permitted by Applicable Law. In the event of purchase of Debentures by the
Issuer, its affiliates and certain other entities as set out in the Debenture Trust Deed (“Restricted
Entities”), the Restricted Entities will not be entitled to any of the rights and privileges available
to the Debenture Holders including right to receive notices of or to attend and vote at meetings of
the Debenture Holders.
5.4.8 Effect of Holidays
Should any of the dates defined above or elsewhere in this Information Memorandum, fall on day
which is not a Business Day, unless otherwise set forth in the Debenture Trust Deed, the next
Business Day shall be considered as the effective date(s). In case any Record Date falls on a day
which is not a Business Day, the immediately preceding Business Day shall be the Record Date.
5.4.9 Tax Deduction at Source
All payments to be made by the Issuer to the Debenture Holders under or in connection with the
Debentures shall be made free and clear of and without any tax deduction unless the Issuer is
required by Applicable Law to make a tax deduction on any amount payable by the Issuer to any
Debenture Holder, in which case the amount payable by the Issuer in respect of which such tax
deduction is required to be made shall be in the case of Debenture Holder not resident in India
increased to the extent necessary to ensure that, after the making of the required tax deduction by
71
Private & Confidential – For Private Circulation Only
(This Information Memorandum is neither a Prospectus
nor a Statement in Lieu of Prospectus)
the Issuer, such Debenture Holder receives and retains (free from any liability in respect of such
tax deduction) a net sum equal to the sum which it would have received and so retained had no
such tax deduction been made or been required.
As per the amended provisions of the Income Tax Act, 1961, with effect from June 1, 2008, no tax
is deductible at source from the amount of interest payable on any listed dematerialised security.
Consequently, if the Debentures are listed on the BSE, tax will be deductible at source on the
payment/ credit of interest on these Debentures after the Debentures are listed except for FPIs.
In the event the Issuer is required to make a tax deduction, the Issuer shall deposit the amount of
any tax deduction made by the Issuer on any amount paid by the Issuer to a Debenture Holder with
the income tax authorities in accordance with the Income Tax Act, 1961.
The Issuer shall deliver the relevant tax deduction certificate to the relevant Debenture Holder in
the format and within the time prescribed under the Income Tax Act, 1961 (and the rules made
thereunder).
5.4.10 Redemption and Discharge/ Repayment Amount
Payments of the Redemption Amount in respect of a Debenture, shall be made by way of credit to
the name of the Debenture Holder whose name appears first, on the list of beneficial owners of the
Debentures maintained by the Depository, as the beneficial owner of such Debenture as on the
Record Date applicable to such payment, in accordance with the payment instructions of that
Debenture Holder provided by the Depository to the Issuer. A Debenture shall be taken as
discharged and redeemed upon payment by the Issuer of the whole of the Redemption Amount on
such Debenture in accordance with the Debenture Trust Deed.
Payment of the whole of the Redemption Amount and all other amounts payable under the
Debenture Trust Deed as contemplated therein in relation to a Debenture will be a legal discharge
of the liability of the Issuer towards the relevant Debenture Holder in respect of the Redemption
Amount on that Debenture. On payment of the Redemption Amount on any Debenture being made
in full, the Issuer will inform the Depository and accordingly the account of the relevant Debenture
Holder with the Depository shall be appropriately adjusted.
5.4.11 Governing Law
The Debentures are governed by and shall be construed in accordance with Indian law. Any dispute
arising will be subject to the exclusive jurisdiction of the courts and tribunals at Delhi.
72
Private & Confidential – For Private Circulation Only
(This Information Memorandum is neither a Prospectus
nor a Statement in Lieu of Prospectus)
73
Private & Confidential – For Private Circulation Only
(This Information Memorandum is neither a Prospectus
nor a Statement in Lieu of Prospectus)
74
Private & Confidential – For Private Circulation Only
(This Information Memorandum is neither a Prospectus
nor a Statement in Lieu of Prospectus)
ANNEXURE 1: Abridged version of Audited Consolidated (wherever available) and
Standalone Financial Information for last 3 years
Please refer to Annexure 1
75
Private & Confidential – For Private Circulation Only
(This Information Memorandum is neither a Prospectus
nor a Statement in Lieu of Prospectus)
ANNEXURE 2: Abridged version of Latest Audited / Limited Review Half Yearly
Consolidated (wherever available) and Standalone Financial Information
Please refer to Annexure 2.
76
Private & Confidential – For Private Circulation Only
(This Information Memorandum is neither a Prospectus
nor a Statement in Lieu of Prospectus)
ANNEXURE 3: Rating Letter
77
Private & Confidential – For Private Circulation Only
(This Information Memorandum is neither a Prospectus
nor a Statement in Lieu of Prospectus)
78
Private & Confidential – For Private Circulation Only
(This Information Memorandum is neither a Prospectus
nor a Statement in Lieu of Prospectus)
79
Private & Confidential – For Private Circulation Only
(This Information Memorandum is neither a Prospectus
nor a Statement in Lieu of Prospectus)
80
Private & Confidential – For Private Circulation Only
(This Information Memorandum is neither a Prospectus
nor a Statement in Lieu of Prospectus)
ANNEXURE 4: Consent Letter from Debenture Trustee
81
Private & Confidential – For Private Circulation Only
(This Information Memorandum is neither a Prospectus
nor a Statement in Lieu of Prospectus)
ANNEXURE 5: Application Form
GOSWAMI INFRATECH PRIVATE LIMITED Registered Office: E1, 3rd floor, Videocon Tower, Jhandewalan Extension, New Delhi – 110 055
Correspondence Office: S. P. Centre, 41/44; Minoo Desai Marg, Colaba, Mumbai 400 005 Tel. No.: 022
67490000; Fax: 022 66338176
APPLICATION FORM FOR PRIVATE PLACEMENT OF NON CONVERTIBLE
DEBENTURES ("Debentures")
ISSUE OPENS ON: 29 January 2020
CLOSING ON Issue Closing Date (Please see definition of ‘Issue Closing Date’ under Clause 5.2.3
“Summary term sheet including information pertaining to the Debentures)
Date of Application
Dear Sirs,
Having read and understood the contents of the Information Memorandum dated 27 January 2020
(the “Information Memorandum”), I/ we apply for allotment to me/ us of the rated, listed, zero
coupon, redeemable, non-convertible debentures (“Debentures”) provisionally allocated to me/us
pursuant to the bidding for the Issue on the BSE-EBP, being issued pursuant to the Information
Memorandum, as hereinafter set forth in this Application Form. We shall remit the amount payable
on application as shown below.
On Allotment, please place my/ our name(s) on the Register of Debenture Holders under the issue.
I/ We bind myself/ ourselves by the terms and conditions as contained in the Information
Memorandum.
(A) DEBENTURES APPLIED FOR (INR 1,000,000/- per Debenture)
Series A
No. of Series A Debentures Applied
For (in figures)
No. of Series A Debentures Applied
For (in words)
Amount (INR) (in figures)
Amount (INR) (In words)
Series B
No. of Series B Debentures Applied
For (in figures)
No. of Series B Debentures Applied
For (in words)
Amount (INR) (in figures)
Amount (INR) (In words)
82
Private & Confidential – For Private Circulation Only
(This Information Memorandum is neither a Prospectus
nor a Statement in Lieu of Prospectus)
(B) PARTICULARS OF DP ID
DP ID No.
Client ID No.
(C) TAX STATUS OF APPLICANT (please tick one)
Non-Exempt Exempt under:
Self-Declaration
Statute
Certificate from IT Authority
(D) APPLICANT’S STATUS
We apply as (tick whichever is applicable)
Company incorporated in India
Qualified Institutional Buyer
Financial institution (that is a company incorporated in India)
SEBI registered foreign institutional investor
SEBI registered foreign portfolio investor
(E) APPLICANT’S NAME
(F) APPLICANT’S ADDRESS AND CONTACT DETAILS
Pin:
Telephone:
Fax:
E-mail:
Name:
Designation:
Telephone:
Fax:
(G) AUTHORISED SIGNATORIES
83
Private & Confidential – For Private Circulation Only
(This Information Memorandum is neither a Prospectus
nor a Statement in Lieu of Prospectus)
Name of the Authorized
Signatory(ies)
Designation Signature
(H) PAN DETAILS
Tax payer’s PAN or GIR No. if allotted:
IT Circle/Ward/ District
(I) PAYMENT DETAILS
Bank Name:
Bank Branch:
Nature of Account:
Account Number:
IFSC/ NEFT Code:
----------------------------------------------------------------------------------------------------------------------------- -
INSTRUCTIONS
1. Application Forms must be completed in full BLOCK LETTERS IN ENGLISH except in
case of signature. Application Forms which are not complete in every respect are liable to
be rejected.
2. On the Pay-In Date, payments must be made by electronic transfer of funds/ RTGS to the
bank account of the Indian Clearing Corporation Limited on or before 1:00 PM as per the
following details:
(1) ICICI Bank :
Beneficiary Name: Indian Clearing Corporation Ltd.
Account Number: ICCLEB
IFSC Code : ICIC0000106
Mode: NEFT/RTGS
OR
GOSWAMI INFRATECH PRIVATE LIMITED Registered Office: E1, 3rd floor, Videocon Tower, Jhandewalan Extension, New Delhi – 110 055
Correspondence Office: S. P. Centre, 41/44; Minoo Desai Marg, Colaba, Mumbai 400 005 APPLICATION FORM FOR PRIVATE PLACEMENT OF NON CONVERTIBLE DEBENTURES (SERIES IIIA and IIIB)
(To be filled by the Applicant) ACKNOWLEDGEMENT SLIP Received from _________________________________ an application for __________ Debentures under Series IIA and _________Debentures under Series IIB Address_________________________________________________________________________________________________________________ _______________________________________________________________________________________________________________________
_______________________________________________________________________________________________________________________
84
Private & Confidential – For Private Circulation Only
(This Information Memorandum is neither a Prospectus
nor a Statement in Lieu of Prospectus)
(2) YES Bank:
Beneficiary Name: Indian Clearing Corporation Ltd.
Account Number: ICCLEB
IFSC Code : YESB0CMSNOC
Mode: NEFT/RTGS]
In cases of PF Pension Fund, Gratuity Fund etc., exemption from TDS shall be granted
against Income Tax Recognition Certificate granted by Income Tax Authorities.
3. The original Application Form along with relevant documents should be forwarded to the
Correspondence Office of the Issuer to the attention of Mr. Jai Mavani/ Ms. Sunita Khanna/
Ms. Alpa Kapadia. A copy of PAN Card must accompany the Application Form.
4. In the case of application made under power of attorney or by limited companies, corporate
bodies etc., following documents (attested by Company Secretary/ Directors) must be
lodged along with the application or sent directly to the Issuer at its Correspondence Office
to the attention of Mr. Jai Mavani/ Ms. Sunita Khanna/ Ms. Alpa Kapadia along with a
copy of the Application Form
(a) Certificate of incorporation and memorandum of association and articles of
association;
(b) Resolution of the board of directors and identification of those who have authority
to operate;
(c) Power of attorney granted to its managers, officers or employees to transact
business on its behalf;
(d) Any officially valid document to identify those holding power of attorney;
(e) Resolution of managing body;
(f) Certificate of registration;
(g) Telephone bill;
(h) PAN (otherwise exemption certificate by IT authorities).
5. The attention of applicants is drawn to Sub-Section (i) of Section 38 of the Act, which is
reproduced below:
“Any person who
(a) makes or abets making of an application in a fictitious name to a company for
acquiring any shares therein; or
(b) makes or abets making of multiple applications to a company in different names
or in different combinations of his name or surname for acquiring or subscribing
for its securities; or
85
Private & Confidential – For Private Circulation Only
(This Information Memorandum is neither a Prospectus
nor a Statement in Lieu of Prospectus)
(c) otherwise induces directly or indirectly a company to allot or register any transfer
of securities to him, or any other person in a fictitious name,
shall be liable for action under section 447.”
6. The applicant represents and confirms that it has understood the terms and conditions of
the Debentures and is authorised and eligible to invest in the same perform any obligations
related to such investment.
INTERPRETATION
Capitalised words and expressions used in this Application Form but not defined herein, shall have
the respective meanings given to them under “Definitions and Abbreviations” in the Information
Memorandum.