logix soft-tel private limited addressed to: apollo asia re ......logix soft-tel private limited for...
TRANSCRIPT
Logix Soft-tel Private Limited
For private circulation only
Addressed to: Apollo Asia Re Singapore II Pte. Ltd.
Dated: July 15, 2016
IDBI Trusteeship Services Limited
Asian Building, Ground Floor, 17, R. Kamani Marg, Ballard Estate, Mumbai 400 001,
India
Tel No.: 011 - 45708885 Fax No.: 011 - 45708885 Email: [email protected]
Contact Person: Mr. Sameer Trikha
Link Intime India Pvt. Ltd.
C-13, Pannalal Silk Mills Compound, Lal Bahadur Shastri, Marg,
Subhash Nagar, Bhandup West, Mumbai
Tel No.: 022 2596 3838 ,Extn : 2253;Fax No+ 91 22 - 2594 6969
Email: [email protected]
Contact Person: Vinayak Bendal
*As mentioned in the Tranche Information Memorandum for each individual Tranche.
Logix Soft-tel Private Limited
For private circulation only
Addressed to: Apollo Asia Re Singapore II Pte. Ltd.
Dated: July 15, 2016
(i)
TABLE OF CONTENTS
DISCLAIMERS .................................................................................................................................................... 1
DEFINITIONS AND ABBREVIATIONS .......................................................................................................... 5
FORWARD LOOKING STATEMENTS ........................................................................................................ 14
RISK FACTORS ................................................................................................................................................ 16
HISTORY AND BUSINESS OF THE ISSUER ............................................................................................... 22
KEY OPERATIONAL AND FINANCIAL PARAMETERS ......................................................................... 24
MATERIAL AGREEMENTS/ DOCUMENTS ............................................................................................... 25
FINANCIAL INFORMATION OF THE ISSUER .......................................................................................... 26
RELATED PARTY TRANSACTIONS ............................................................................................................ 29
OUTSTANDING LITIGATIONS AND DEFAULTS ..................................................................................... 37
THE ISSUER’S MANAGEMENT .................................................................................................................... 39
OBJECTS OF THE ISSUE................................................................................................................................ 41
STATUTORY AND REGULATORY DISCLOSURES ................................................................................. 42
DISCLOSURES PERTAINING TO WILFUL DEFAULT ............................................................................ 52
ISSUE PROCEDURE ........................................................................................................................................ 53
UNDERTAKINGS BY THE ISSUER .............................................................................................................. 61
DECLARATION ................................................................................................................................................ 62
ANNEXURE A APPLICATION FORM ........................................................................................................ 63
ANNEXURE B RATING LETTERS OF RATING AGENCIES ALONGWITH RATING RATIONALE
.............................................................................................................................................................................. 67
ANNEXURE C CONSENT OF DEBENTURE TRUSTEE ........................................................................... 70
ANNEXURE D IN-PRINCIPLE APPROVAL OF THE BSE ....................................................................... 72
ANNEXURE E FINANCIAL INFORMATION OF THE ISSUER .............................................................. 73
ANNEXURE F BOARD RESOLUTION AUTHORISING THE ISSUE ..................................................... 88
ANNEXURE G SHAREHOLDERS RESOLUTION ..................................................................................... 92
ANNEXURE H ................................................................................................................................................... 93
ANNEXURE I ................................................................................................................................................... 106
FORM OF TRANCHE INFORMATION MEMORANDUM ...................................................................... 106
ANNEXURE J DIRECTORSHIPS OF MR. SHAKTI NATH IN OTHER COMPANIES AS ON
31.03.2016 .......................................................................................................................................................... 107
ANNEXURE K DIRECTORSHIPS OF MRS. MEENA NATH IN OTHER COMPANIES AS ON
31.03.2016 .......................................................................................................................................................... 109
1
DISCLAIMERS
ISSUER’S DISCLAIMER
The distribution of this Shelf Information Memorandum, any applicable Tranche Information Memorandum and
each Issue of Debentures, to be initially listed on the WDM segment of the BSE and subsequently on any
recognized stock exchange as the Issuer deems fit, after giving prior intimation to the Debenture Trustee, is
being made strictly on a private placement basis. Investors must note that the Issuer may Issue the Debentures in
one or more Tranches and will be listed and traded separately. This Shelf Information Memorandum or any
Tranche Information Memorandum is not intended to be circulated to any Person other than a QIB. Multiple
copies hereof or of any Tranche Information Memorandum 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 of India in general. This Shelf Information
Memorandum or any Tranche Information Memorandum should not be construed to be a prospectus or a
statement in lieu of prospectus under the New Companies Act. Apart from this Shelf Information Memorandum
and the applicable Tranche Information Memorandum, no offer document or prospectus has been or will be
prepared in connection with the offering of any Tranche of Debentures or in relation to the Issuer nor is such a
prospectus required to be registered under applicable laws.
This Shelf Information Memorandum has been prepared in conformity with the SEBI Debt Regulations, Old
Companies Act (to the extent in force on the date of this Shelf Information Memorandum) and New Companies
Act. Pursuant to Section 42 of the New Companies Act and Rule 14(3) of the PAS Rules, the Issuer shall file a
copy of this Shelf Information Memorandum with the ROC and SEBI within a period of 30 (thirty) days of
circulation of this Shelf Information Memorandum.
This Shelf Information Memorandum has been and any Tranche Information Memorandum will be prepared to
provide general information about the Issuer to potential Investors to whom it is addressed and who are willing
and eligible to subscribe to the Debentures. This Shelf Information Memorandum or any Tranche Information
Memorandum does not purport to contain all the information that any potential Investor may require. Neither
this Shelf Information Memorandum nor any Tranche Information Memorandum nor any other information
supplied in connection with the Debentures is intended to provide the basis of any credit or other evaluation and
any recipient of this Shelf Information Memorandum or any applicable Tranche Information Memorandum
should not consider such receipt a recommendation to purchase any Debentures. Each 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 as well as the structure of the Issue.
Potential 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 Investor’s particular
circumstances. It is the responsibility of potential Investors to also ensure that they will sell these Debentures in
strict accordance with this Shelf Information Memorandum, the Tranche Information Memorandum and other
applicable laws, so that the sale does not constitute an offer to the public, within the meaning of the New
Companies Act. Neither the intermediaries nor their agents nor advisors associated with any Issue of any
Tranche of Debentures undertake to review the financial condition nor affairs of the Issuer during the life of the
arrangements contemplated by this Shelf Information Memorandum and any applicable Tranche Information
Memorandum or have any responsibility to advise any Investor or potential Investor in the Debentures of any
information coming to the attention of any other intermediary.
The Issuer confirms that, as of the date hereof, this Shelf Information Memorandum (including the documents
incorporated by reference herein, if any) contains all information that is material in the context of the Issue, is
accurate in all material respects and does not contain any untrue statement of a material fact or omit to state any
material fact necessary to make the statements herein, in the light of the circumstances under which they are
made, and are not misleading. No person has been authorized to give any information or to make any
representation not contained or incorporated by reference in this Shelf Information Memorandum, any
applicable Tranche Information Memorandum or in any material made available by the Issuer to any potential
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 legal advisors to the Issuer and any other intermediaries and their
agents or advisors associated with any Issue of any Tranche of Debentures have not separately verified the
information contained herein. Accordingly, no representation, warranty or undertaking, express or implied, is
made and no responsibility is accepted by any such intermediary as to the accuracy or completeness of the
information contained in this Shelf Information Memorandum, any applicable Tranche Information
Memorandum or any other information provided by the Issuer. Accordingly, the legal advisors to the Issuer and
2
other intermediaries associated with the Issue of any Tranche of Debentures shall have no liability in relation to
the information contained in this Shelf Information Memorandum, any Tranche Information Memorandum or
any other information provided by the Issuer in connection with the Issue.
The Issuer does not undertake to update the Shelf Information Memorandum to reflect subsequent events after
the date of the Shelf Information Memorandum, except the information provided in the applicable Tranche
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 Shelf Information Memorandum nor any applicable Tranche Information
Memorandum nor any Issue of any Tranche 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.
This Shelf Information Memorandum, any Tranche Information Memorandum and the contents hereof
and thereof are restricted only for the intended recipient(s) who have been addressed directly and
specifically through a communication by the Issuer and/or the Arranger appointed for any Tranche of
Debentures and only such recipients are eligible to apply for the Tranche of Debentures. All Investors are
required to comply with the relevant regulations/guidelines applicable to them for investing in this Issue.
The contents of this Shelf Information Memorandum and any applicable Tranche Information
Memorandum are intended to be used only by those potential Investors to whom it is distributed. It is not
intended for distribution to any other person and should not be reproduced by the recipient.
Each copy of this Shelf Information Memorandum and each copy of the Tranche Information Memorandum is
and will be serially numbered and the person, to whom a copy of the Shelf Information Memorandum or any
applicable Tranche Information Memorandum is sent, is alone entitled to apply for the applicable Tranche of
Debentures. No invitation is being made to any persons other than those to whom application forms along with
this Information Memorandum being issued have been sent. Any application by a person to whom the Shelf
Information Memorandum or any Tranche Information Memorandum has not been sent by the Issuer shall be
rejected without assigning any reason.
Invitations, offers and sales of any Tranche of the Debentures shall only be made pursuant to this Shelf
Information Memorandum and the applicable Tranche Information Memorandum. You may not be and are not
authorized to (1) deliver this Shelf Information Memorandum or any Tranche Information Memorandum to any
other person; or (2) reproduce this Shelf Information Memorandum or any Tranche Information Memorandum
in any manner whatsoever. Any distribution or reproduction of this Shelf Information Memorandum or any
applicable Tranche Information Memorandum in whole or in part or any public announcement or any
announcement to third parties regarding the contents of this Shelf Information Memorandum or any applicable
Tranche Information Memorandum is unauthorized. Failure to comply with this instruction may result in a
violation of the New Companies Act, the SEBI Debt Regulations or other applicable laws of India and other
jurisdictions. This Shelf Information Memorandum and any applicable Tranche Information Memorandum has
been prepared by the Issuer for providing information in connection with each proposed Issue of the various
Tranches of Debentures described in this Shelf Information Memorandum and any applicable Tranche
Information Memorandum.
Each person receiving this Shelf Information Memorandum and any applicable Tranche Information
Memorandum acknowledges that such person has been afforded an opportunity to request and to review and has
received all additional information considered by it to be necessary to verify the accuracy of or to supplement
the information herein and such person has not relied on any intermediary associated with the Issue of any
Tranche of Debentures in connection with its investigation of the accuracy of such information or its investment
decision. Each person in possession of this Shelf Information Memorandum and any applicable Tranche
Information Memorandum should carefully read and retain this Shelf Information Memorandum and the
applicable Tranche Information Memorandum. However, each such person in possession of this Shelf
Information Memorandum and the applicable Tranche Information Memorandum are not to construe the
contents of this Shelf Information Memorandum and such applicable Tranche Information Memorandum as
investment, legal, accounting, regulatory or tax advice, and such persons in possession of this Shelf Information
Memorandum and any applicable Tranche Information Memorandum should consult with their own advisors as
to all legal, accounting, regulatory, tax, financial and related matters concerning an investment in any Tranche
of Debentures.
3
The Issue of any Tranche of Debentures will be a domestic issue restricted to India and no steps have been taken
or will be taken to facilitate the Issue of any Tranche of Debentures in any jurisdictions other than India. This
Shelf Information Memorandum or any Tranche Information Memorandum is not intended for distribution to, or
use by, any person or entity in any jurisdiction or country where distribution or use of such information would
be contrary to law or regulation. This Shelf Information Memorandum or any applicable Tranche Information
Memorandum does not constitute, nor may it be used for or in connection with, an offer or solicitation by
anyone in any jurisdiction in which such offer or solicitation is not authorized or to any person to whom it is
unlawful to make such an offer or solicitation. No action is being taken to permit an offering of any Tranche of
the Debentures or the distribution of this Shelf Information Memorandum or any applicable Tranche
Information Memorandum in any jurisdiction where such action is required. Persons into whose possession this
Shelf Information Memorandum or any applicable Tranche Information Memorandum comes are required to
inform themselves about and to observe any such restrictions. This Shelf Information Memorandum and any
applicable Tranche Information Memorandum is made available to Investors in the Issue of any Tranche of
Debentures on the strict understanding that it is confidential and may not be transmitted to others, whether in
electronic form or otherwise.
DISCLAIMER IN RESPECT OF JURISDICTION
The Issue of any Tranche of Debentures will be made in India to Investors as specified under “Eligible
Investors” of this Information Memorandum, who shall be specifically approached by the Issuer. This Shelf
Information Memorandum or any applicable Tranche Information Memorandum does not constitute an offer to
sell or an invitation to subscribe to any Tranche of 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 of
Union Territory of Delhi. This Issue is made in India to persons resident in India. This Shelf Information
Memorandum or any applicable Tranche Information Memorandum does not constitute an offer to sell or an
invitation to subscribe to any Tranche of 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.
DISCLAIMER CLAUSE OF THE BSE
As required, a copy of this Shelf Information Memorandum has been and a copy of each applicable Tranche
Information Memorandum will be filed with the BSE in terms of the SEBI Debt Regulations for hosting the
same on its website.
It is to be distinctly understood that submission of this Shelf Information Memorandum or any applicable
Tranche Information Memorandum to the BSE or hosting the same on its website should not in any way be
deemed or construed to mean that this Shelf Information Memorandum or any applicable Tranche Information
Memorandum has been reviewed, cleared or approved by the BSE, nor does the BSE in any manner warrant,
certify or endorse the correctness or completeness of any of the contents of this Shelf Information Memorandum
or any applicable Tranche Information Memorandum, nor does the BSE warrant that the Issuer’s Debentures
will be listed or will continue to be listed on the BSE, nor does the BSE take any responsibility for the
soundness of the financial and other conditions 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.
FORCE MAJEURE
The Issuer reserves the right to withdraw the Issue of any Tranche of Debentures prior to the closing date of that
particular Tranche in the event of any unforeseen development adversely affecting the economic and regulatory
environment or otherwise. In such an event, the Issuer will refund the application money along with the interest
payable on such application money without giving any reason.
CONFIDENTIALITY
The information and data contained herein is submitted to each recipient of this Shelf Information Memorandum
or any applicable Tranche Information Memorandum on a strictly private and confidential basis. By accepting a
copy of this Shelf Information Memorandum or any Tranche Information Memorandum, each recipient agrees
that neither it nor any of its employees or advisors will use the information contained herein for any purpose
4
other than evaluating the specific transactions described herein or will divulge to any other party any such
information. This Shelf Information Memorandum or any applicable Tranche Information Memorandum must
not be photocopied, reproduced, extracted or distributed in full or in part to any person other than the recipient
without the prior written consent of the Issuer.
CAUTIONARY NOTE
The Investors have agreed that they, (i) are knowledgeable and experienced in financial and business matters,
have expertise in assessing credit, market and all other relevant risk and are capable of evaluating, and have
evaluated, independently the merits, risks and suitability of purchasing the Debentures issued in any Tranche;
(ii) understand that the Issuer has not provided, and will not provide, any material or other information regarding
the Debentures issued in any Tranche, except as included in this Shelf Information Memorandum and the
applicable Tranche Information Memorandum, (iii) have not requested the Issuer to provide it with any such
material or other information, (iv) have not relied on any investigation that any person acting on their behalf
may have conducted with respect to any Tranche of the Debentures, (v) have made their own investment
decision regarding any Tranche of the Debentures based on their own knowledge (and information they have or
which is publicly available) with respect to the particular Tranche of Debentures or the Issuer (vi) have had
access to such information as deemed necessary or appropriate in connection with purchase of any Tranche of
the Debentures, (vii) are not relying upon, and have not relied upon, any statement, representation or warranty
made by any person, including, without limitation, the Issuer, and (viii) understand that, by purchase or holding
of the Debentures issued under any Tranche, they are assuming and are capable of bearing the risk of loss that
may occur with respect to that Tranche of the Debentures, including the possibility that they may lose all or a
substantial portion of their investment in that Tranche the Debentures, and they will not look to the Arranger
appointed for any Tranche of Debentures for all or part of any such loss or losses that they may suffer.
Neither this Shelf Information Memorandum nor any Tranche Information Memorandum nor any other
information supplied in connection with the Issue of any Tranche of Debentures is intended to provide the basis
of any credit or other evaluation and any recipient of this Shelf Information Memorandum or any applicable
Tranche Information Memorandum should not consider such receipt as a recommendation to purchase any
Tranche of Debentures. Each Investor contemplating purchasing any Debentures issued under any Tranche
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. Potential 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 issued under any Tranche and should possess the appropriate resources to analyze such investment
and the suitability of such investment to such Investor’s particular circumstances. This Shelf Information
Memorandum or any applicable Tranche Information Memorandum is made available to potential Investors on
the strict understanding that it is confidential. Recipients shall not be entitled to use any of the information
otherwise than for the purpose of deciding whether or not to invest in the Debentures issued under any Tranche.
No person, including any employee of the Issuer, has been authorised to give any information or to make any
representation not contained in this Shelf Information Memorandum or any applicable Tranche 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 Shelf Information Memorandum or any
applicable Tranche Information Memorandum at any time nor any statement made in connection with the
offering of the Debentures under any Tranche shall under the circumstances imply that any information/
representation contained herein is correct at any time subsequent to the date of this Shelf Information
Memorandum or the date of the relevant Tranche Information Memorandum. The distribution of this Shelf
Information Memorandum, any applicable Tranche Information Memorandum or the Application Forms and the
offer, sale, pledge or disposal of the Debentures issued under any Tranche may be restricted by law in certain
jurisdictions. This Shelf Information Memorandum or any Tranche Information Memorandum does not
constitute an offer to sell or an invitation to subscribe to the Debentures issued under any Tranche in any other
jurisdiction and to any person to whom it is unlawful to make such offer or invitation in such jurisdiction.
Persons into whose possession this Shelf Information Memorandum or any applicable Tranche Information
Memorandum comes are required by the Issuer to inform themselves about and observe any such restrictions.
The sale or transfer of the Debentures issued under any Tranche outside India may require regulatory approvals
in India, including without limitation, the approval of the RBI.
5
DEFINITIONS AND ABBREVIATIONS
In this Shelf Information Memorandum, unless the context otherwise requires, the terms defined and
abbreviations expanded below shall have the same meaning as stated in this section. References to statutes,
rules, regulations, guidelines and policies will be deemed to include all amendments and modifications notified
thereto.
Further, unless otherwise indicated or the context otherwise requires, all references to “Logix Soft-Tel Private
Limited” or “Logix Soft-Tel” or to the “Issuer” is to Logix Soft-Tel Private Limited. References to “we”, “us”
or “our” is to Logix Soft-Tel Private Limited, its Project Companies, associates and joint ventures, on a
consolidated basis, and references to “you” are to the prospective Investors in the Debentures.
Issuer Related Terms
Term Description
AOA / Articles/
Articles of
Association
The articles of association of the Issuer as amended from time to time;
Board of Directors/
Board
The board of directors of the Issuer or a duly constituted committee thereof;
Board Resolution Resolution of the Board of Directors dated May 23, 2016 authorizing the issue of the
Debentures by the Issuer up to an aggregate principal amount of Rs. 400 Crores in
accordance with this Shelf Information Memorandum and any applicable Tranche
Information Memorandum ;
Director(s) Director(s) on the Board, as appointed from time to time;
Memorandum of
Association
The memorandum of association of the Issuer as amended from time to time;
Promoter The promoters of the Issuer, being,
1. Mr. Shakti Nath;
2. Mrs. Meena Nath; and
3. Mr. Vikram Nath.
Projects Project Green, Project Neo World, Project City Centre, Project Technova, Project
Cyberpark, Project Techno Park and Project Golf Villa;
Project Green The project being developed by Logix Infratech Private Limited on 24.74 (Twenty Four
point Seven Four) acres of land, located at sector 143, Noida Uttar Pradesh.
Project Neo World The project being developed by Logix Infra Developers Private Limited on 13
(Thirteen) acres of land, located at sector 150, Noida, Uttar Pradesh.
Project City Centre The project being developed by Logix Buildtech Private Limited on 4(four) acres of
land, located at sector 32, Noida, Uttar Pradesh.
Project Technova The project being developed by Vipul IT Infrasoft Private Limited on 5(five) acres of
land, located at sector 132, Noida, Uttar Pradesh.
Project Cyberpark The project being developed by Noida Cyberpark Private Limited on 10.9 (Ten Point
Nine) acres of land, located at sector 62, Noida, Uttar Pradesh.
Project Techno Park The project being developed by IT Enfraservices Private Limited on 4.94(Four Point
Nine Four) acres of land, located at Sector 127, Noida, Uttar Pradesh.
6
Term Description
Project Golf Villa The project being developed by Celerity Infrastructure Private Limited on 32 (Thirty
two) acres of land, located at sector 32, Noida, Uttar Pradesh.
Promoter Entities Collectively a) VC Solutions Private Limited; b) Logix Realtors Private Limited; c)
Logix Builders and Promoters Private Limited; and d) ISP Technologies Private
Limited.
Registered Office 85,Ground Floor ,World Trade Centre, Barakhamba Road, New Delhi-110001, India;
Project Companies Collectively a) Logix Infratech Private Limited; b) Logix Infra Developers Private
Limited; c) Logix Buildtech Private Limited; d) Vipul IT Infrasoft Private Limited; and
e) Noida Cyberpark Private Limited;
Issue Related Terms
Term Description
Allot/ Allotment/
Allotted
Unless the context otherwise requires or implies, the allotment of the Debentures
pursuant to the Issue
Applicable Law In relation to India any statute, law, regulation, ordinance, rule, judgment, order,
decree, bye-law, approval of any Governmental Authority, directive, guideline, binding
conditions, 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, whether in effect as of
the date of the Debenture Trust Deed or at any time hereafter
Application Form The form by which, the Eligible Investors shall apply for the Debentures of the Issuer
appended herewith as Annexure A
Articles of
Association
The articles of association of the Issuer
Beneficial Owner(s) Beneficial Owner of the Debenture(s) as defined in clause (a) of subsection (1) of
Section 2 of the Depositories Act, 1996)
BSE Bombay Stock Exchange of India Limited
Budget Shortfall
Payment
Shall have the meaning ascribed to the term in the Debenture Trust Deed
Business Days Shall mean a day (other than a Sunday or a Saturday or a public holiday) on which
banks are normally open for business in Delhi or Singapore or in relation to any notice
or communication to be made under the Debenture Trust Deed, a day on which banks
and financial institutions are open for business in the place of receipt of such notice or
communication
Cash Coupon Has the meaning set forth in the section entitled “Summary Term Sheet”
Cash Coupon Rate Shall mean an interest rate of 12% (twelve percent) per annum, net of all applicable
taxes, equivalent rate accruing daily payable on the Debentures, for the period
commencing from the Deemed Date of Allotment of Tranche I Debentures, and till the
Final Settlement Date.
Cash Coupon
Payment Date
Has the meaning set forth in the section entitled “Summary Term Sheet”
Cash Coupon Shall mean the sub-account maintained by the Issuer under the Master T&R Account,
7
Term Description
Reserve Sub-Account To be operated in accordance with the provisions of the Debenture Documents.
Companies Act The Companies Act, 2013 (to the extent notified), as applicable and shall include rules,
circulars and clarifications, issued pursuant thereto, from time to time
Consolidated
Debenture Certificate
Has the meaning set forth in the Section titled “Issue Procedure”
Charged Accounts Has the meaning set forth in the section entitled “Summary Term Sheet”
Cross Default Has the meaning set forth in the section entitled “Summary Term Sheet”
Charged Properties Has the meaning set forth in the section entitled “Summary Term Sheet”
DRR Debenture Redemption Reserve required under Section 71 of the New Companies Act
Debt Listing
Agreement
Simplified debt listing agreement, as amended from time to time, to be entered into by
the Issuer with BSE for the listing of the Debentures and any other recognized stock
exchange to which the Issuer may apply for the listing of the Debentures subsequently
after giving prior intimation to the Debenture Trustee
Debentures Senior, secured, transferable, non-cumulative, redeemable, listed, rated non-convertible
securities in the form of non-convertible debentures of a face value of Rs. 10,00,000
each proposed to be issued under this Shelf Information Memorandum and any
applicable Tranche Information Memorandum for an amount not exceeding an
aggregate amount of Rs. 400,00,00,000 (Rupees Four Hundred Crores Only)
Debentureholder(s) Persons who are for the time being holders of the Debentures and whose names are
most recently entered into the Register of Debentureholders and shall include the
Beneficial Owners
Debenture Trustee Trustee for the Debentureholders, in this case being IDBI Trusteeship Services Limited
Debenture Trustee
Appointment
Agreement
The debenture trustee appointment agreement entered into between the Issuer and the
Debenture Trustee;
Debenture Trust
Deed
Means the trust deed to be entered into between the Debenture Trustee and the Issuer in
relation to the Issue
Debenture Trustee
Regulations
Securities and Exchange Board of India (Debenture Trustee) Regulations, 1993, as
amended
Deemed Date of
Allotment
Has the meaning set forth in the section entitled “Summary Term Sheet”
Deeds of Guarantee Shall mean the deed(s) of guarantee with respect to the Personal Guarantees
Default Interest For any period, the amount of interest payable on any unpaid sum in respect of the
Debentures or the amount which is otherwise due but unpaid under the Debenture
Documents, calculated at the Default Interest Rate
Default Interest Rate The Issuer shall pay to the Debenture Trustee, interest at the default rate of 3% per
annum on the defaulted amounts from the date of occurrence of an Event of Default
until the date on which the Issuer has either (a) repaid or reimbursed (as the case may
be) such defaulted amounts in full; or (b) cured the Event of Default
Deferred Interest Has the meaning set forth in the section entitled “Summary Term Sheet”
Deferred Interest Shall mean last Business Day of each Financial Quarter on which Deferred Interest is
8
Term Description
Payment Date due and payable
Depository A depository registered with the SEBI under the Securities and Exchange Board of
India (Depositories and Participant) Regulations, 1996, as amended from time to time,
in this case being NSDL and CDSL
Elective Prepayment Has the meaning set forth in the section entitled “Summary Term Sheet”
Elective Prepayment
Redemption
Premium
Has the meaning set forth in the section entitled “Summary Term Sheet”
Elective Prepayment
Amount
Has the meaning set forth in the section entitled “Summary Term Sheet”
Elective Prepayment
Date
Has the meaning set forth in the section entitled “Summary Term Sheet”
Eligible Investor Has the meaning set forth in the section entitled “Summary Term Sheet”
Event of Default Has the meaning set forth in the section entitled “Summary Term Sheet”
Fiscal Quarter Shall mean each calendar quarter commencing from April 1 to June 30, July 1 to
September 30, October 1 to December 31 and January 1 to March 31 of each fiscal year
Final Settlement Date Shall mean the date on which all Secured Obligations have been irrevocably and
unconditionally paid and discharged in full to the satisfaction of the Secured Parties
Financial
Indebtedness
In relation to an Obligor shall mean:
(i) moneys borrowed and debit balances at banks or other financial institutions;
(ii) any amount raised by acceptance under any acceptance credit facility or
dematerialized equivalent;
(iii) any amount raised pursuant to any note purchase facility or the issue of bonds,
notes, debentures, loan stock or any similar instrument;
(iv) the amount of any liability in respect of any lease or hire purchase contract
which would, in accordance with accounting standards, be treated as a finance
or capital lease;
(v) receivables sold/ leased or discounted (other than any receivables to the extent
they are sold on a non-recourse basis);
(vi) any amount raised under any other transaction (including any forward sale or
purchase agreement) having the commercial effect of a borrowing;
(vii) any derivative transaction entered into in connection with protection against or
benefit from fluctuation in any rate or price (and, when calculating the value of
any derivative transaction, only the marked to market value shall be taken into
account);
(viii) any counter-indemnity obligation in respect of a guarantee, indemnity, bond,
standby or documentary letter of credit or any other instrument issued by a
bank or financial institution;
(ix) any amount raised by the issue of redeemable shares;
(x) any amount of any liability under an advance or deferred purchase agreement
9
Term Description
except in the ordinary course of business;
(xi) any arrangement pursuant to which an asset sold by the Person and agreed to
be reacquired by it (whether following the exercise of an option or otherwise);
and
(xii) the amount of any liability in respect of any guarantee or indemnity for any of
the items referred to in paragraphs (i) to (xi) above.
Governmental
Authority
Shall mean any:
a) government (central, state or otherwise) or sovereign state;
b) any governmental agency, semi-governmental or judicial or quasi-judicial or
administrative entity, department or authority, or any political subdivision
thereof;
c) international organization, agency or authority, and
including, without limitation, any stock exchange or any self-regulatory organization,
established under any Applicable Law.
Issue Size Has the meaning set forth in the section entitled “Summary Term Sheet”
Investment Shall have the meaning ascribed to the term in the Debenture Trust Deed
Investor(s) Such person who subscribes to this Issue
Investor IRR Shall have the meaning ascribed to the term in the Debenture Trust Deed
Mandatory
Prepayment
Has the meaning set forth in the section entitled “Summary Term Sheet”
Mandatory
Prepayment Date
Has the meaning set forth in the section entitled “Summary Term Sheet”
Master T&R
Account
Shall mean the bank account of the Issuer established with IndusInd Bank Limited,
opened in accordance with the terms of the Master T&R Agreement.
Master T&R
Agreement
Shall mean the master trust and retention agreement between each of the relevant
Obligors, T&R Agent and the Debenture Trustee, in terms whereof the Master T&R Account is opened and which shall, inter alia, provide for the manner of operating each
of the T&R Accounts.
Mandatory
Prepayment Event
Has the meaning set forth in the section entitled “Summary Term Sheet”
Maturity Date Has the meaning set forth in the section entitled “Summary Term Sheet”
Mortgaged Property Has the meaning set forth in the section entitled “Summary Term Sheet”
NOIDA New Okhla Industrial Development Authority
New Projects Means all future projects started by the Obligors from the funds raised through the
Issue of any Tranche of Debentures under this Shelf Information Memorandum;
New Project Land Has the meaning set forth in the section entitled “Summary Term Sheet”
Obligors Shall have the meaning ascribed to the term in the Debenture Trust Deed
10
Term Description
Operating Budget Has the meaning set forth in the section entitled “Summary Term Sheet”
Pay In Date Has the meaning set forth in the section entitled “Summary Term Sheet” of the Tranche
Information Memorandum
Pledged Shares Has the meaning set forth in the section entitled “Summary Term Sheet”
Record Date Date which is 15 days prior to each Cash Coupon Payment Date and the Redemption
Date, as the case may be, for the purposes of actual payment or as prescribed by SEBI.
Registered Debentureholders on the Record Date will be the recipients of actual
payment of Cash Coupon by the Issuer
Redemption Amount Has the meaning set forth in the section entitled “Summary Term Sheet”
Redemption Date The date falling 5 years after the Deemed Date of Allotment, on which the outstanding
principal of the Debentures will be repaid by the Issuer
Redemption
Installment
Issuer shall redeem the Debentures in part in instalments on each Scheduled
Redemption Date in accordance with the Redemption Schedule
Redemption
Schedule
Shall mean the redemption schedule as set out in the Debenture Trust Deed
Register of
Debentureholders
The register maintained by the Issuer at its Registered Office as per section 88 of the
New Companies Act, containing the names of the Debentureholders entitled to receive
Cash Coupon in respect of the Debentures on the Record Date, and shall include the
register of Beneficial Owners maintained by the Depository under section 11 of the
Depositories Act
Registered
Debentureholders
The Debentureholder whose name appears in the Register of Debentureholders or in the
beneficial ownership record furnished by the Depository for this purpose
Registrar/Registrar
to the Issue
Registrar to this Issue, in this case being Link Intime India Private Limited
Scheduled
Redemption Date
Shall mean each date on which a Redemption Installment shall be paid in accordance
with the Redemption Schedule.
Secured Obligations Has the meaning set forth in the section entitled “Summary Term Sheet”
Secured Parties Shall mean the Debenture Trustee and the Debenture Holders including their successors
in title, assigns, substitutes and replacements; and the agents, advisors and consultants
of the Debenture Trustee and the Debenture Holders
Security Has the meaning ascribed to it in the section headed “Summary Term Sheet for
Debenture – Security”
Security Documents Shall mean:
(a) the Hypothecation Deeds;
(b) the Pledge Agreements;
(c) the Mortgage Deeds;
(d) the powers of attorney in relation to each Pledge Agreement;
(e) the T&R Agreements;
11
Term Description
(f) the Corporate Guarantees;
(g) the Personal Guarantees; and
any other document executed to create any Security, pursuant to the terms of the
Debenture Trust Deed or designated as such by the Debenture Holders or the Debenture
Trustee
Shelf Information
Memorandum
This Shelf Information Memorandum dated 16 July,2016
Total Issue Size Has the meaning set forth in the section entitled “Summary Term Sheet”
Tranche Information
Memorandum
The Tranche Information Memorandum to be issued by the Issuer broadly in the format
provided in Annexure I of this Shelf Information Memorandum and through which an
Issue of a Tranche of Debentures will be made and which will specify terms and
conditions applicable to that particular Tranche of Debentures. However, the Issuer
shall be free to amend the format of the Tranche Information Memorandum depending
upon the terms and conditions of each Tranche of Debentures being issued pursuant to
this Shelf Information Memorandum from time to time.
Tranche Any tranche of Debentures to be issued under this Shelf Information Memorandum and
the applicable Tranche Information Memorandum
Tranche I
Debentures
Shall mean issuance and allotment of 2,000 (Two Thousand) Debentures aggregating
upto Rs. 200,00,00,000/- (Rupees Two Hundred Crores only) to the Debenture Holders
Tranche II
Debentures
Shall mean issuance and allotment of 1,000 (One Thousand) Debentures aggregating
upto Rs. 100,00,00,000/- (Rupees One Hundred Crores only) to the Debenture Holders
Tranche II
Debentures
Shall mean issuance and allotment of 500 (Five Hundred) Debentures aggregating upto
Rs. 50,00,00,000/- (Rupees Fifty Crores only) to the Debenture Holders
Tranche IV
Debentures
Shall mean issuance and allotment of 500 (Five Hundred) Debentures aggregating upto
Rs. 50,00,00,000/- (Rupees Fifty Crores only) to the Debenture Holders
Trust and Retention
Account
Has the meaning set forth in the section entitled “Summary Term Sheet”
T&R Accounts Shall mean collectively (i) Master T&R Account; (ii) logix infra developers private
limited t&r account; (iii) green t&r account; (iv) city centre office t&r account; and (v)
such other accounts which the Secured Parties designate as a trust and retention
account, including Future Project(s) trust and retention account
Conventional and General Terms, Abbreviations and References to Other Business Entities
Abbreviation Full form
AML Anti Money Laundering
CDSL Central Depository Services (India) Limited
Depositories Act The Depositories Act, 1996, as amended
Depository
Participant/ DP
A depository participant as defined under the Depositories Act
DP ID Depository Participant Identification Number
12
Abbreviation Full form
FDI Foreign Direct Investment
FEMA Foreign Exchange Management Act, 1999, as amended, including the regulations
framed thereunder, as amended
FII Foreign institutional investor,as defined under Regulation 2(1)(g) of the SEBI (Foreign
Portfolio Investors) Regulations, 2014, registered with SEBI under Applicable Laws in
India
FIPB Foreign Investment Promotion Board
Financial Year/
Fiscal/ FY
Period of 12 months ended on March 31 of that particular year
FPI Foreign portfolio investor, as defined under Regulation 2(1)(h) of the SEBI (Foreign
Portfolio Investors) Regulations, 2014, as amended
Government / GoI Government of the Republic of India
GAAP Generally Accepted Accounting Principles
GAAR General Anti Avoidance Rule
IT Act The Indian Income Tax Act, 1961, as amended
ICAI Institute of Chartered Accountants of India
IFRS International Financial Reporting Standards
KYC Know Your Customer
IRDA Insurance Regulatory and Development Authority
NBFC Non-Banking financial company
NECS National Electronic Clearing Services
NEFT National Electronic Funds Transfer
New Companies Act The Companies Act, 2013, as amended
NOC No Objection Certificate
NRI Non-resident Indian
NSDL National Securities Depository Limited
OCB Overseas Corporate Body
Old Companies Act The Companies Act, 1956, as amended from time to time
PAS Rules Companies (Prospectus and Allotment of Securities) Rules, 2014, as amended
Pension Fund Established under the Employee’s Pension Scheme, 1995
Provident Fund Established under the Employees’ Provident Funds Scheme, 1952
p.a. Per annum
PAN Permanent Account Number
13
Abbreviation Full form
Qualified Foreign
Investors / QFIs
Qualified foreign investors, as defined under Regulation 2(1)(l) of the SEBI (Foreign
Portfolio Investors) Regulations, 2014
QIBs / Qualified
Institutional Buyers
Qualified institutional buyers, as defined under Regulation 2(1)(zd) of the SEBI (ICDR)
Regulations
RBI The Reserve Bank of India constituted under the RBI Act
RBI Act Reserve Bank of India Act, 1934, as amended
RNBC Residuary non-banking companies
RoC / ROC The Registrar of Companies, Maharashtra
RTGS Real Time Gross Settlement
Rs./INR Indian Rupees
SCRA Securities Contract (Regulations) Act, 1956, as amended
SEBI The Securities and Exchange Board of India constituted under the SEBI Act, 1992
SEBI Act The Securities and Exchange Board of India Act, 1992, as amended
SEBI Debt
Regulations
SEBI (Issue and Listing of Debt Securities) Regulations, 2008 issued by SEBI, as
amended
SEBI (ICDR)
Regulations
Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements)
Regulations, 2009, as amended
SEBI LODR
Regulations
Securities and Exchange Board of India (Listing Obligations and Disclosure
Requirements) Regulations, 2015, as amended
SPV Special Purpose Vehicle
TBD To be decided
WDM Wholesale Debt Market
14
FORWARD LOOKING STATEMENTS
Certain statements in this Shelf Information Memorandum are not historical facts but are “forward-looking” in
nature. Forward-looking statements appear throughout this Shelf Information Memorandum, including, without limitation, under the section titled “Risk Factors”. Forward-looking statements include statements concerning
the Issuer’s plans, objectives, goals, strategies, future events, future revenues or financial performance, capital
expenditure, financing needs, plans or intentions relating to acquisitions, the Issuer’s competitive strengths and
weaknesses, the Issuer’s business strategy and the trends the Issuer anticipates in the industry, along with the
political and legal environment, and geographical locations, in which the Issuer operates, and other information
that is not historical information.
Words such as “aims”, “anticipate”, “believe”, “could”, “continue”, “estimate”, “expect”, “future”, “goal”,
“intend”, “is likely to”, “may”, “plan”, “predict”, “seek”, “should”, “targets”, “would” and similar expressions,
or variations of such expressions, are intended to identify and may be deemed to be forward-looking statements
but are not the exclusive means of identifying such statements.
By their nature, forward-looking statements involve inherent risks and uncertainties, both general and specific,
and assumptions about the Issuer, and risks exist that the predictions, forecasts, projections and other forward-
looking statements will not be achieved.
These risks, uncertainties and other factors include, among other things, those listed under the section titled “Risk Factors” of this Shelf Information Memorandum, as well as those included elsewhere in this Shelf
Information Memorandum. Prospective Investors should be aware that a number of important factors could
cause actual results to differ materially from the plans, objectives, expectations, estimates and intentions
expressed in such forward-looking statements. These factors include, but are not limited, to:
Performance of the real estate market in the Union Territory of New Delhi;
Availability of real estate financing in India;
Uncertainty in the title to lands owned by the Issuer;
The Issuer’s inability to successfully identify and acquire suitable parcels of land;
The Issuer’s ability to obtain permits or approvals in time or at all;
General, political, economic, social and business conditions in Indian and other global markets;
The Issuer’s ability to successfully implement its strategy, growth and expansion plans;
Competition in the Indian markets;
Availability of adequate debt and equity financing at reasonable terms;
Performance of the Indian debt and equity markets; and
Changes in laws and regulations applicable to companies in India, including foreign exchange control
regulations in India.
For a further discussion of factors that could cause The Issuer’s actual results to differ, please refer to the section titled “Risk Factors” of this Shelf Information Memorandum. By their nature, certain market risk disclosures are
only estimates and could be materially different from what actually occurs in the future. Although the Issuer
believes that the expectations reflected in such forward-looking statements are reasonable at this time, the Issuer
cannot assure Investors that such expectations will prove to be correct. Given these uncertainties, Investors are
cautioned not to place undue reliance on such forward-looking statements. If any of these risks and uncertainties
materialize, or if any of the Issuer’s underlying assumptions prove to be incorrect, the Issuer’s actual results of
operations or financial condition could differ materially from that described herein as anticipated, believed,
estimated or expected. All subsequent forward-looking statements attributable to the Issuer are expressly
qualified in their entirety by reference to these cautionary statements. As a result, actual future gains or losses
could materially differ from those that have been estimated. The Issuer undertakes no obligation to update
forward-looking statements to reflect events or circumstances after the date hereof.
15
Forward looking statements speak only as of the date of this Shelf Information Memorandum. None of the
Issuer, its Directors, its officers or any of their respective affiliates or associates has any obligation to update or
otherwise revise any statement reflecting circumstances arising after the date hereof or to reflect the occurrence
of underlying events, even if the underlying assumptions do not come to fruition.
16
RISK FACTORS
The Issuer believes that the following factors may affect its ability to fulfill its obligations under any Tranche of
the Debentures. All of these factors are contingencies which may or may not occur and the Issuer is not in a
position to express a view on the likelihood of any such contingency occurring. These risks may include, among
others, business aspects, equity market, bond market, interest rate, market volatility and economic, political and
regulatory risks and any combination of these and other risks. Prospective Investors should carefully consider
all the information in this Shelf Information Memorandum, including the risks and uncertainties described
below, before making an investment in any Tranche of the Debentures. To obtain a complete understanding,
prospective Investors should read this section in conjunction with the remaining sections of this Shelf
Information Memorandum and the applicable Tranche Information Memorandum, as well as the other financial
and statistical information contained in this Shelf Information Memorandum. If any of the following risks, or
other risks that are not currently known or are now deemed immaterial, actually occur, the Issuer’s business,
results of operations and financial condition could suffer, the price of Debentures issued under any Tranche
could decline, and the Investor may lose all or part of their investment. More than one risk factor may have
simultaneous effect with regard to the Debentures issued under any Tranche 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 issued under any Tranche. The inability of the Issuer to pay interest, principal or
other amounts on or in connection with the Debentures issued under any Tranche may occur for other reasons
which may not be considered significant risks by the Issuer based on information currently available to them or
which they may not currently be able to anticipate. 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.
Risk Factors in relation to the Issuer, its Subsidiaries, and the Industry
1. The Issuers business is heavily dependent on the performance of, and the prevailing conditions
affecting, the real estate market in Noida and in India generally.
Our real estate development activities are primarily focused in and around Noida, Uttar Pradesh. As a
result, our business, financial condition and results of operation have been and will continue to be
heavily dependent on the performance of, and the prevailing conditions affecting, the real estate market
in Noida, Uttar Pradesh and, therefore, our business and financial condition may be affected by various
factors outside our control, including prevailing local and economic conditions, changes in the supply
and demand for properties comparable to those we develop, changes in the applicable government
regulations, economic conditions, demographic trends, employment and income levels and interest
rates, among other factors.
2. The real estate industry is highly competitive and the Issuer may be adversely affected by changes in
competition.
Our business faces competition from local property developers with respect to factors such as location,
facilities and supporting infrastructure, services and pricing. Intensified competition between property
developers may result in oversupply of properties which may adversely affect our business.
3. Issuer may experience volatility in prices of, or shortages of, key building materials.
We also rely on manufacturers and other suppliers to provide us with many of the products over which
we do not have direct control and as such are exposed to risks relating to the quality of such products.
In addition, even if some of these third parties do not complete our orders to our satisfaction in a timely
manner, our operations, reputation and financial condition could be adversely affected.
4. The Issuer may not have sufficient insurance coverage to cover all possible economic losses.
The Issuer relies upon insurance coverage to insure against damage and loss to its projects that may
occur during construction and operation. The Issuer purchases such additional insurance coverage as it
believes to be commercially appropriate as new projects enter the construction and operation phases.
Nevertheless, the insurance the Issuer obtains may not be sufficient to protect it from all losses.
17
Should an uninsured loss or a loss in excess of insured limits occur, the Issuer could lose the capital
invested in and the anticipated revenue from the affected property. The Issuer could also remain liable
for any debt or other financial obligation related to that property. Losses suffered due to inadequate
coverage may have a material adverse impact on the Issuer’s business, results of operations and
financial condition
5. The Issuer is dependent on construction contractors for all its projects. Any failure on their part may
affect the business and financial conditions of the Issuer.
We contract with independent construction contractors for the construction of all of our projects. If a
contractor fails to perform its obligation satisfactorily or within the prescribed time periods with regard
to a project, we may be unable to develop the project within the intended time frame, at the intended
cost, or at all. If this occurs, we may be required to incur additional cost or time to develop the property
to appropriate quality standards in a manner consistent with our development objectives, which could
result in reduced profits or in some cases, significant penalties and losses. We cannot assure you that
the services rendered by any of our independent construction will always be satisfactory or match our
requirements for quality.
6. The Issuer may not be able to obtain approvals, licenses and permits in a timely manner or at all or
may not be able to comply with the Applicable Law.
The real estate industry in India is heavily regulated by the Government of India, state governments
and local authorities. Although we believe that our projects are in compliance with applicable laws and
regulations, there could be instances of non-compliance, which may subject us to regulatory action in
the future, including penalties, seizure of land and other legal proceedings. Further, due to the
possibility of unanticipated regulatory developments, the amount and timing of future expenditure to
comply with these regulatory requirements may vary substantially from those currently in effect.
EXTERNAL RISK FACTORS
7. A slowdown in economic growth in India could adversely impact our business.
Any slowdown in the Indian economy could adversely affect growth of our business, financial
condition and results of operations. India’s economy could be adversely affected by a general rise in
interest rates, currency exchange rates, and adverse conditions affecting agriculture, commodity and
electricity prices or various other factors. Furthermore, conditions outside India such as slowdowns in
the economic growth of other countries could have an impact on the growth of the Indian economy and
Indian policy may change in response to such conditions. The Indian economy and financial markets
are also significantly influenced by worldwide economic, financial and market conditions. Any
financial turmoil, especially in the United States, Europe or China, may have a negative impact on the
Indian economy. Although economic conditions differ in each country, investors’ reactions to any
significant developments in one country can have adverse effects on the financial and market
conditions in other countries. A loss of investor confidence in the financial systems, particularly in
other emerging markets, may cause increased volatility in Indian financial markets. The global
financial turmoil, an outcome of the sovereign credit crisis in Europe, has led to a loss of investor
confidence in worldwide financial markets. Indian financial markets have also experienced the effect of
the global financial turmoil, any prolonged financial crisis may have an adverse impact on the Indian
economy, thereby having a material adverse effect on our business, financial condition and results of
operations.
8. Any downgrade of India’s sovereign debt rating by an international rating agency could have a
negative impact on the Issuer’s results of operations and financial condition.
Any downgrade of India’s credit rating for domestic and international debt by international rating
agencies may adversely impact on the Issuer’s ability to raise additional financing and the interest rates
and commercial terms on which such additional financing is available. This could have an adverse
effect on the Issuer’s ability to obtain financing to fund its growth on favourable terms or at all and, as
a result, could have a material adverse effect on its results of operations, financial condition and
prospects.
18
9. Any legal and regulatory changes in the future could have a negative impact on the Issuer’s results
of operations and financial condition.
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, as well as any future
government policies. 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 its business, results of operations and financial condition.
Further, the SEBI, the BSE, other recognized stock exchanges where the Issuer may decide to get the
Debentures listed after giving prior intimation to the Debenture Trustee or other regulatory authorities
may require clarifications on this Shelf Information Memorandum or any applicable Tranche
Information Memorandum, which may cause a delay in the issuance of Debentures or may result in the
Debentures being materially affected or even rejected.
10. The effects of the planned convergence with IFRS and adoption of ‘Indian Accounting standards
converged with IFRS’ (“IND-AS”) are uncertain and any failure to successfully adopt IND-AS
could adversely affect the Issuer’s business.
The Issuer may be required to prepare annual and interim financial statements under IFRS in
accordance with the roadmap for the adoption of, and convergence with, IFRS announced by the
Ministry of Corporate Affairs, Government of India (the “MCA”). The MCA has announced that it will
implement IND-AS in a phased manner after various issues including tax-related issues are resolved.
No date has yet been announced for implementation.
The Issuer has not determined with any degree of certainty the impact that such adoption will have on
its financial reporting. Therefore, there can be no assurance that the Issuer’s adoption of IND-AS will
not adversely affect the reported results of operations or financial condition as compared to that under
Indian GAAP. In the Issuer’s transition to IND-AS reporting, the Issuer may encounter difficulties in
the on-going process of implementing and enhancing its management information systems condition
and any failure to successfully adopt IND-AS could adversely affect its business and the trading price
of the Debentures.
11. The proposed new taxation system could adversely affect the Issuer’s business and the trading price
of the Debentures.
The Government has proposed three major reforms in Indian tax laws, namely the goods and services
tax, the direct taxes code and provisions relating to GAAR.
As regards the implementation of the goods and service tax, the Government has not specified any
timeline for their implementation. The goods and services tax would replace the indirect taxes on goods
and services such as central excise duty, service tax, customs duty, central sales tax, state VAT,
surcharge and excise currently being collected by the central and state governments. The direct taxes
code aims to reduce distortions in tax structure, introduce moderate levels of taxation, expand the tax
base and facilitate voluntary compliance. It also aims to provide greater tax clarity and stability to
investors who invest in Indian projects and companies as well as clarify the taxation provisions for
international transactions. It aims to consolidate and amend laws relating to all direct taxes like income
tax, dividend distribution tax and wealth tax and facilitate voluntary compliance.
As regards GAAR, the provisions have been introduced in the Finance Act, 2012 to come into effect
from April 1, 2017. The GAAR provisions intend to catch arrangements declared as “impermissible
avoidance arrangements”, which is any arrangement, the main purpose or one of the main purposes of
which is to obtain a tax benefit and which satisfy at least one of the following tests (i) creates rights, or
obligations, which are not ordinarily created between persons dealing at arm’s length; (ii) results,
directly or indirectly, in misuse, or abuse, of the provisions of the Income Tax Act, 1961; (iii) lacks
commercial substance or is deemed to lack commercial substance, in whole or in part; or (iv) is entered
into, or carried out, by means, or in a manner, which are not ordinarily employed for bona fide
purposes. If GAAR provisions are invoked, then the tax authorities have wide powers, including denial
of tax benefit or a benefit under a tax treaty.
19
As the taxation system is intended to undergo significant overhaul, its consequent effects on the
banking system cannot be determined as of the date of this Information Memorandum and there can be
no assurance that such effects would not adversely affect the Issuer’s business, future financial
performance and the trading price of the Debentures.
12. The Issuer’s business and results of operations are significantly impacted by general economic and
industry conditions and the impact of an economic downturn could adversely affect the Issuer, its
customers or parties contracting with it.
Economic and industry conditions constantly change and continued or worsening negative economic
conditions in the Issuer’s operations and target markets could result in a material adverse effect on the
Issuer’s business, financial condition and results of operations.
The Issuer’s business, financial condition and results of operations are significantly impacted by
general economic and industry conditions. Robust demand for residential premises depends largely on
favorable general economic conditions, including the strength of the global and local economies, low
unemployment levels, strong consumer confidence levels and the availability of consumer and business
credit. Moreover, insolvencies among the Issuer’s customers or contracting parties, including
financial institutions acting as hedge counterparties, could result in losses. In particular, the insolvency
of one or more of the Issuer’s counterparties could make it more difficult or expensive for the Issuer to
obtain third-party financing, or even cause such financing to fail entirely.
A materialisation of any of these risks could have a material adverse effect on the Issuer’s business,
financial condition and/or results of operations, which could in turn adversely affect its ability to fulfill
its obligations under its Debentures.
13. The Issuer is exposed to certain risks by virtue of its incorporation in India.
India, as an emerging market, generally is subject to sudden changes in legislation, many of which are
extremely difficult to predict. Existing laws are often applied inconsistently and new laws and
regulations, including those which purport to have retrospective effect, may be introduced with little or
no prior consultation. Additionally, after acquiring an investment, new requirements may be imposed
that would require Issuer to make significant unanticipated expenditures, limit the ability of the Issuer
to obtain financing or other capital or otherwise have an adverse effect on its cash flow.
Additionally, the value and performance of the Issuer may be affected by uncertainties, including: (i)
unforeseen economic and political developments; (ii) social and religious instability; (iii) changes in
government policies or government; (iv) uncertainties with respect to emerging regulatory regimes (v)
intervention in economic activity; (vi) export or sale restrictions, international sanctions and
embargoes; (vii) currency fluctuations and repatriation restrictions; (viii) invalidation of governmental
orders, permits or agreements; (ix) renegotiation or nullification of existing concessions, licenses,
permits and contracts; (x) recurring tax audits and delays in processing tax credits or refunds; (xi)
corruption or demands for improper payments; (xii) outside political influences; (xiii) hostilities
between neighbouring countries; and (xiv) civil unrest, war and action by extremist groups who may be
hostile to foreign investment. Such uncertainties may lead to unexpected changes in the political,
social, economic or other conditions in these or neighbouring countries which may have a material
adverse effect on the business, financial condition and results of operation of the Issuer, which could in
turn adversely affect its ability to fulfill its obligations under its Debentures.
RISKS RELATING TO THE ISSUE
14. The Issuer’s management will have significant flexibility in applying proceeds received from the
Debentures. The fund requirement and deployment have not been appraised by any bank or
financial institution.
The Issuer intends to use the proceeds of the Debentures issued in real estate sector. The real estate
industry is extremely competitive and characterised generally by low profit margins, high fixed costs
and oversupply making it particularly susceptible to price discounting. The Issuer is in intense
competition with a number of other market participants and relies on positive brand recognition,
amongst other factors, to attract and maintain customers. The primary competitive factors in the
industry include prices, reliability and/or punctuality of delivery of possession, range of facilities
20
provided and type of apartments. Competitors of the Issuer include low-cost housing, legacy builders,
other established commercial conglomerates and new entrants.
Any of these risks could have a material adverse effect on the Issuer’s business, financial condition
and/or results of operations, which could in turn adversely affect its ability to fulfil its obligations under
its Debentures.
15. The Debentures may not be a suitable investment for all purchasers.
Potential Investors should ensure that they understand the nature of the Debentures issued under any
Tranche and the extent of their exposure to risk, that they have sufficient knowledge, experience and
access to professional advisers to make their own legal, tax, accounting and financial evaluation of the
merits and risks of investment in the Debentures issued under any Tranche and that they consider the
suitability of the Debentures issued under an Tranche as an investment in the light of their own
circumstances and financial condition.
16. Modification, waivers and substitution
The conditions of the Debentures issued under any Tranche shall contain provisions for calling
meetings of Debentureholders to consider matters affecting their interests generally. These provisions
permit defined majorities to bind all Debentureholders including Debentureholders who did not attend
and vote at the relevant meeting and Debentureholders who voted in a manner contrary to the majority.
17. The Issuer may not be able to maintain adequate DRR for the Debentures
Section 71 of the New Companies Act stipulates that where a company issues bonds, it must create a
DRR for the redemption of such bonds, to which adequate amounts shall be credited, from out of its
profits every year until such bonds are redeemed. Further, in accordance with Rule 18(7)(b)(iii) of the
Companies (Share Capital and Debentures) Rules, 2014, for manufacturing and infrastructure
companies, the adequacy of DRR is defined at 25 % of the value of debentures issued through private
placement route.
In case the Issuer is unable to generate any profit, it may not be able to provide for the DRR even to the
extent of the stipulated 25 %.
18. The Debentures are to be sold or redeemed if they are not listed within 15 days of the investment.
Under Regulation 21(a) of the Securities and Exchange Board of India (Foreign Portfolio Investors)
Regulations, 2014, SEBI has allowed foreign portfolio investors (FPIs) to invest solely in ‘listed’ debt
securities. Further, under Paragraph 1C of Schedule 5 of the Foreign Exchange Management (Transfer
or Issue of Foreign Security by a Person Resident Outside India) Regulations, 2000, FPIs can invest in
primary issues of non-convertible debentures only if a listing of such non-convertible debentures or
bonds is completed within fifteen (15) days of such investment. Consequently, if the Debentures are
subscribed to by FPIs and are not thereafter listed within fifteen (15) days of the Deemed Date of
Allotment, such Debentures will need to be redeemed prior to their maturity.
19. Exercise of powers by the Debenture Trustee is subject to equitable principles and supervisory
powers of courts.
The exercise by the Debenture Trustee of the powers and remedies conferred on it under the
Debentures and the Debenture Documents or otherwise vested in it by law, will be subject to general
equitable principles regarding 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.
20. Any downgrading in credit rating of the Debentures may affect the value of the Debentures
The Debentures proposed to be issued pursuant to this Shelf Information Memorandum and any
applicable Tranche Information Memorandum have been rated “ICRA B+” by ICRA. The Issuer
cannot guarantee that the ratings on the Debentures will not be downgraded. A downgrade in the credit
ratings may lower the value of the Debentures.
21
21. Changes in interest rates may affect the price of the Issuer’s Debentures.
All securities where a fixed rate of interest is offered, such as the Debentures, are subject to price risk.
Interest rates are highly sensitive and fluctuations thereof are dependent upon many factors which are
beyond the Issuer’s control, including the monetary policies of the RBI, de-regulation of the financial
services sector in India, domestic and international economic and political conditions, inflation and
other factors. The price of such securities will vary inversely with changes in prevailing interest rates,
i.e. when interest rates rise, prices of fixed income securities fall and when interest rates drop, the
prices increase. The extent of fall or rise in the prices is a function of the existing coupon, days to
maturity and the increase or decrease in the level of prevailing interest rates. Increased rates of interest,
which frequently accompany inflation and/or a growing economy, are likely to have a negative effect
on the price of the Debentures.
22. Fixed rate securities have a market risk.
The Debentures issued under any Tranche will bear interest at a fixed rate. A holder of a security with a
fixed interest rate is exposed to the risk that the price of such security falls as a result of changes in the
current interest rate on the capital market (the “Market Interest Rate”). While the nominal interest rate
of a security with a fixed interest rate is fixed during the life of such security or during a certain period
of time, the Market Interest Rate typically changes on a daily basis. A change of the Market Interest
Rate causes the price of such security to change. If the Market Interest Rate increases, the price of such
security typically falls. If the Market Interest Rate falls, the price of a security with a fixed interest rate
typically increases. Investors should be aware that movements of the Market Interest Rate can
adversely affect the price of the Debentures issued under any Tranche and can lead to losses for the
Debentureholders if they sell the Debentures issued under any Tranche.
23. Full value of the Security may not be realized as a result of certain factors
Enforcement of security takes an inordinately long period of time in India, foreclosure on immovable
property requires a written permission to an Indian court or tribunal. An application when made may be
subject to delays and administrative requirements that may result, or be accompanied, by a decrease in
value of the immovable property. Full value of the Security may not be realized as a result of among
other factors, delays in bankruptcy and foreclosure proceedings, defects in the registration of collateral
and fraudulent transfers.
24. The Issuer may raise further borrowings and charge its assets.
The Issuer is not prevented from raising future borrowings and may charge its assets from time to time
for any of such future borrowings. In the event of a default in repayment of the borrowings of the Issuer
which will also trigger cross default of the Debentures, the borrowings of the Issuer which are secured
with the assets of the Issuer will have a higher probability of being redeemed than the Debentures.
25. Uncertain trading market
The Issuer intends to list the Debentures issued under any Tranche on the WDM segment of the BSE
and such other recognized stock exchanges that the Issuer may deem fit after giving prior intimation to
the Debenture Trustee. The Issuer cannot provide any guarantee that the Debentures will be frequently
traded on the BSE or such other stock exchanges on which the Debentures are listed and that there
would be any market for the Debentures.
22
HISTORY AND BUSINESS OF THE ISSUER
HISTORY OF THE ISSUER
The Issuer has been in the business of software since its incorporation, in 2000 under the Companies Act, 1956
and has undertaken the business of purchasing, selling, developing, leasing or sub leasing, assigning, letting and
sub-letting all type of land, plots, including residential, commercial and industrial.
BUSINESS OF THE ISSUER
Business Model/ Operations
The Issuer is incorporated to conduct the business of developing, providing consultancy services, carrying out
research and development, buying, selling, exporting, importing or otherwise dealing in software relating to all
kinds of computers, microprocessor based and related systems, for utilizing the capabilities of the computers,
microprocessors and related systems to give franchises, rights to use the softwares, technologies, packages, tools
so developed for commercial exploitations or any use to other persons and receive royalties, fees, considerations
for the same.
The Issuer is also in the business of designing, developing, establishing, operating, providing and managing,
various types of communication networks and services, value-added network(s) basic communication service
network(s), virtual private networks, managed network services, web hosting services, Internet access services,
E-mail services, integrated use of Internet telephone and mobile designing implementation integration and
operation of websites providing software solutions, running cybercafé both for the purpose of commercial sale
of such services as well as utilizing the same for self-use in India and abroad.
Issuer is also acting as the holding company for the companies engaged, inter alia in the business of constructing
houses, buildings or civil construction of any description, on any land held by the company, subsidiary or any
other entity and purchasing or otherwise owning, holding, developing, erecting, altering, decorating, furnishing,
licensing, transferring, charging, assigning, letting and sub-letting all types of land, plots, commercial and
residential buildings, malls, warehouses, technology parks, resorts, hotels, restaurants, houses, structures and
immovable properties, whether freehold or lease hold of any nature and description, where ever situated, in
consideration for a gross sum or lease rentals or any other form of consideration.
The Issuer is in the business of carrying out real estate development in accordance with applicable laws, and
100% foreign direct investment is allowed in the business of the company under the automatic route i.e. without
seeking any prior permission from any regulatory authority including FIPB. Further, the company is not
carrying out ‘real estate business’ as defined under Para 5.2.10.2 of the consolidated foreign direct investment
policy issued by Department of Industrial Policy and Promotion, Ministry of Commerce and Industry
Government of India dated June 07, 2016.
Source of Revenue and Revenue Management
The main source of revenue for the Issuer is income from lease rent, maintenance charges and other charges for
related facilities such as parking etc for providing the world class office space and IT related infrastructure to
the tenants. In addition to the above the Issuer would be getting income from the development agreements it
does in the future.
Marketing Strategy
The Issuer is having a business of leasing and maintaining the IT Space. Issuer is now expanding its horizon by
getting into development agreements with the land owners and other developers for the construction,
development and leasing for residential, commercial and retail properties.
Corporate Structure of the Issuer as on March 31, 2016
The overall management of the Issuer is looked after by the Board of Directors comprising of Mr. Shakti Nath
and Mrs. Meena Nath. Mr. Vikram Nath looks after the construction related activities of the group, Mr. Pankaj
Jain, is the Logix Group CFO in-charge of the accounting and finance matters and. Ms. Shuchi Kulshreshtha,
Company Secretary, looks after the statutory compliances pertaining to the Act and other administrative
functions.
23
BUSINESS OF THE SUBSIDIARIES
All Subsidiaries of the Issuer listed below are in the business of real estate development.
DETAILS OF THE SUBSIDIARIES as on March 31, 2016
Names of subsidiary directly owned by
Issuer
Names of subsidiary owned together with other subsidiary/ies
of Issuer
1. Vipul It Infrasoft Pvt. Ltd. 1. Logix Infrastructure Pvt ltd.
2. Unibros Manufacturing Co. Pvt. Ltd 2. Augur Realtors Pvt Ltd
3. VC Solutions Pvt. Ltd. 3. Logix Estates Pvt. Ltd.
4. Legend It Solutions Pvt. Ltd 4. Logix City Developers Pvt.Ltd
5. Logix Buildwell Pvt. Ltd 5. Logix Infradevelopers Pvt. Ltd
6. ISP Technologies Pvt. Ltd. 6. Logix Developers Pvt.Ltd
7. Logix Technopark Pvt. Ltd. 7. Logix Infratech Private Limited
8. Logix Realtors Pvt. Ltd. 8. Logix Infrabuild Private Limited
9. Logix Buildcon Pvt. Ltd. 9. Impel Infrastructure Pvt.Ltd
10. Logix Colonisers Private Limited 10. Contend Infrastructure Pvt.Ltd
11. IT Enfraservices Private Limited 11. Contend Builders Pvt.Ltd
12. Logix Buildtech Pvt. Ltd 12. Apace Buildtech Pvt.Ltd
13. Logix Infraservices Pvt Ltd 13. Abound Infrastructure Pvt. Ltd.
14. Logix Infrastructure Projects Pvt. Ltd 14. Consortium Infrastructure Pvt. Ltd
15. Logix Realcon Private Limited 15. Implex Infrastructure Pvt Ltd
16. Noida Cyberpark Pvt. Ltd. 16. Arising Estates Pvt Ltd
17. Abet Buildcon Pvt Ltd
18. Imperative Constructions Pvt Ltd
19. Elicit Realtech Pvt Ltd
20. Docile Buildtech Pvt Ltd
21. Arable Builders Pvt Ltd
22. Hale Realtors Pvt Ltd
23. Affable Infracon Pvt Ltd
24. Explicit Estates Pvt Ltd
25. Educe Buildcon Pvt Ltd
24
KEY OPERATIONAL AND FINANCIAL PARAMETERS
Financial Parameters Financial Year 2015-16
(Provisional)
Financial Year 2014-15
(Audited)
Financial Year 2013-14
(Audited)
(Rs. in Crores) (Rs. in Crores) (Rs. in Crores)
2016 2015 2014
Consolidated
Net Worth 381.19 380.19 NA
Total Debt
of which
-Non Current Maturities of Long-Term
Borrowing
676.46 532.29 NA
-Short Term Borrowing 54.17 111.66 NA
-Current Maturities of Long-Term
Borrowing
109.60 48.40 NA
-Secured Loans
-Unsecured Loans 721.99 408.98 NA
Non Current Liabilities 1,178.50 1,592.85 NA
Net Fixed Assets 1,385.70 1,024.81 NA
Goodwill on Consolidation 354.85 288.77 NA
Non-Current Assets 198.57 323.18 NA
Cash and Cash Equivalents 36.94 48.03 NA
Current Investments - - NA
Current Assets 3,595.79 4,552.96 NA
Current Liabilities 2,267.48 3,008.35 NA
Net Sales 299.42 310.86 NA
EBITDA 57.59 (1.42) NA
EBIT 44.56 (12.46) NA
Interest 54.09 34.71 NA
PAT 0.22 (37.65) NA
Dividend Amounts NA NA NA
Standalone
Net worth (Rs. Crores) 61.54 60.65 61.82
Current Ratio 0.49 0.73 1.37
Interest Coverage Ratio 1.7 2.82 2.86
Gross Debt/Equity Ratio* 0.23 0.39 0.45
*Does not include related party
25
MATERIAL AGREEMENTS/ DOCUMENTS
A statement containing particulars of the dates of, and parties to all material contracts and agreements involving
financial obligations of the Issuer is set out below. The following are the material documents and agreements:
1. Certified copy of the Memorandum and Articles of Association of the Issuer as amended till date of
this Shelf Information Memorandum;
2. Certified true copy of resolution of the Board of Directors dated May 23, 2016 authorising the issue of
the debentures by the Issuer up to an aggregate principal amount of Rs. 400 crores and to take all action
and to finalize the terms and conditions of the such debentures, attached as Annexure F;
3. Certified true copy of the resolution dated May 23, 2016 of the Board of Directors authorizing certain
officials of the Issuer named therein to appoint intermediaries, execute all documents and do all such
acts, deeds, matters and things in relation to the Issue;
4. Certified true copy of resolution of the shareholders of the Issuer dated May 23, 2016 passed in
accordance with Section 42 of the New Companies Act, attached as Annexure G;
5. Credit rating letter dated July 15, 2016 from ICRA assigning rating for the Issue of all Tranches of
Debentures up to the Shelf Limit pursuant to this Shelf Information Memorandum and any applicable
Tranche Information Memorandum attached as Annexure B;
6. Provisional financial statements of the Issuer for the Financial Years ended March 31, 2016;
7. Annual Report of the Issuer for the Financial Years ended March 31, 2015, March 31, 2014 and March
31, 2013;
8. Consent letter from the Debenture Trustee issued on May 26, 2016 attached as Annexure C;
9. Consent letter from the Registrar to the Issue;
10. Certificate from the statutory auditors of the Issuer stating that the issue of Debentures under any
Tranche will be within the overall borrowing limits applicable to the Issuer;
11. Agreement between the Registrar and Issuer for appointment of Registrar;
12. Agreement between the Debenture Trustee and Issuer dated June 27,2016;
13. Copy of the in-principle approval granted by BSE dated June 20,2016 for listing of the Debentures
issued pursuant to the Shelf Information Memorandum and any applicable Tranche Information
Memorandum on the WDM segment issued in terms of this Shelf Information Memorandum and the
applicable Tranche Information Memorandum attached as Annexure D;
14. Tripartite Agreement between NSDL, Registrar and Issuer for dematerialization of Debentures; and
15. Tripartite Agreement between CDSL, Registrar and Issuer for dematerialization of Debentures;
16. Listing agreement between the BSE and the Issuer.
26
FINANCIAL INFORMATION OF THE ISSUER
A. Abridged version of financial statements (profit and loss statement, balance sheet and cash flow
statement) of the Issuer for each of the years ended March 31, 2016 (Provisional), 2015 (Audited)
and 2014 (Audited) and auditors qualifications, if any.
Financial Parameters Financial
Year 2015-
16
Consolidated
(Provisional)
Financial
Year 2015-
16
Standalone
(Provisional)
Financial
Year 2014-
15
Consolidated
(Audited)
Financial
Year 2014-
15
Standalone
(Audited)
Financial
Year 2013-
14
Standalone
(Audited)
(Rs. in
Crores)
(Rs. in
Crores)
(Rs. in
Crores)
(Rs. in
Crores)
(Rs. in
Crores)
Consolidated
Net Worth 381.19 61.54 380.19 60.65 61.82
Total Debt
of which
-Non Current Maturities of Long-
Term Borrowing
676.46 14.31 532.29 22.65 26.87
-Short Term Borrowing 54.17 - 111.66
-Current Maturities of Long-Term
Borrowing
109.60 6.67 48.40 6.67 6.98
-Secured Loans
-Unsecured Loans 721.99 540.03 408.98 207.32 425.90
Non Current Liabilities 1,178.50 2.96 1,592.85 7.73 168.32
Net Fixed Assets 1,385.70 43.21 1,024.81 44.66 50.85
Goodwill on Consolidation 354.85 - 288.77 - -
Non-Current Assets 198.57 645.47 323.18 420.44 418.67
Cash and Cash Equivalents 36.94 1.05 48.03 0.95 159.90
Current Investments - - - - -
Current Assets 3,595.79 65.51 4,552.96 459.85 627.54
Current Liabilities 2,267.48 129.72 3,008.35 620.88 567.08
Net Sales 299.42 10.34 310.86 11.14 12.33
EBITDA 57.59 7.59 (1.42) 15.99 16.58
EBIT 44.56 6.28 (12.46) 12.48 15.12
Interest 54.09 4.47 34.71 5.68 6.17
PAT 0.22 1.26 (37.65) 2.56 5.44
Dividend Amounts NA NA NA NA NA
B. Abridged version of the latest audited/ limited review half yearly consolidated and standalone
financial statements (profit and loss statement, and balance sheet) of the Issuer for the half year
to be provided and auditors qualifications, if any
Not Applicable
C. Any change in the accounting policies during the last three years and their effect on the profits
and reserves of the Issuer
There is no material change in the accounting policies of the Company in last three years 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.
Following are the reservations or qualifications or adverse remarks of auditors in last five years
financial statements, along with Issuer response filed with Registrar of Companies:
FY 2011
Particulars
Remarks by
Auditor
subject to Note B(8)* of Schedule 16 regarding approval of Central Government in
respect of certain transactions are U/s 297 of the Companies Act, 1956 and note no.
B(10) regarding non receiving of information for identifying Micro Small and
Medium Enterprises as defined under Micro, Small and Medium Enterprises
27
Particulars
Development Act 2006
Steps Taken /
Proposed by the
Company
With reference to Auditor’s remarks, directors would like to state that notes are self
- explanatory and there is no need to give any further remarks except Note B (8) of
Schedule 16 it is clarified that we have sought the opinion from the consultants
whether the section is applicable to the company or not , regarding Note B(10) of
Schedule 16, it is clarified that information has been sent to parties regarding the
status of Micro, Small and Medium Enterprises as defined under the Micro, Small
and Medium Enterprises Development Act 2006 but no information has yet been
received in this regard from the parties.
FY 2012
Particulars
Remarks by
Auditor
Note No. 2.8(a)* regarding non-receiving of information’s for identifying micro
small and medium Enterprises as defined under micro, small and medium
Enterprisers Development Act, 2006
Steps Taken /
Proposed by the
Company
With reference to Auditor's remarks, directors would like to state that notes are
self-explanatory and there is no need to give any further remarks except Note No
2.8(a), it is clarified that information has been sent to parties regarding the status of
Micro, Small and Medium Enterprises as defined under the Micro, Small and
Medium Enterprises Development Act 2006 but no information has yet been
received in this regard from the parties.
FY 2013
Particulars
Remarks by
Auditor
Emphasis of Matter
We draw attention to Note 2.8(a)* of the financial statements regarding non-
disclosure of amount payable to entities covered under Micro, Small and Medium
Enterprises Development Act, 2006 as required by Schedule VI of the Companies
Act, 1956.
Steps Taken /
Proposed by the
Company
With reference to Auditor’s remarks, directors would like to state that notes are
self- explanatory and there is no need to give any further remarks except Note No
2.8(a), it is clarified that information has been sent to parties regarding the status of
Micro, Small and Medium Enterprises as defined under the Micro, Small and
Medium Enterprises Development Act 2006 but no information has yet been
received in this regard from the parties.
FY 2014
There is no qualification
FY 2015
There is no qualification
FY 2016
Audit yet to be carried out.
D. Profits of the Issuer, before and after making provision for tax, for the three financial years
immediately preceding the date of the Shelf Information Memorandum
(Amount in Rupees)
Particulars As at As at As at
31-Mar-16 31-Mar-15 31-Mar-14
Profit / loss before tax 18,072,770 76,057,135 89,273,037
Less: Current tax 5,438,097 55,811,166 44,255,862
Less: Deferred tax 5,352,206 (9,393,771)
Less: Income tax of earlier years
28
Particulars As at As at As at
31-Mar-16 31-Mar-15 31-Mar-14
Profit / loss after tax 12,634,674 25,598,175 54,410,946
E. Dividend
The following table sets forth certain details regarding the dividend paid by the Issuer on the equity
shares for Fiscal 2016, 2015 and 2014:
(In Rs. Crores, except per share data)
Particulars Fiscal 2016 Fiscal 2015 Fiscal 2014
Face value of Equity Shares (Rs. per share) 10 10 10
Interim dividend on Equity Shares (Rs. per share) Nil Nil Nil
Final dividend of Equity Shares (Rs. per share) Nil Nil Nil
Total dividend on Equity Shares Nil Nil Nil
Dividend tax (gross) Nil Nil Nil
F. Interest Coverage Ratio
The following table sets forth the interest coverage ratio (calculated as cash profit after tax plus interest
paid/interest paid) for Fiscal 2016, 2015 and 2014:
Fiscal 2016 1.28
Fiscal 2015 1.45
Fiscal 2014 1.88
29
RELATED PARTY TRANSACTIONS
Party Name Nature Transaction During 2016 (Prov)
Debit Credit
Abet Buildcon Pvt. Ltd Against Exp 4,200 4,200
Abound Infrastructure Pvt. Ltd Against Exp 12,600 12,600
Affable Infracon Pvt Ltd Against Exp 2,100 2,100
Allways Construction Co Unsecured Loan 94,400,000 125,493,502
Arable Builders Pvt Ltd. Against Exp 2,100 2,100
Arising Buildtech Pvt. Ltd Against Exp 29,662 6,000
Arising Estates Private Limited Against Exp 1,800 1,800
Augur Realtors Pvt Ltd Against Exp 1,800 1,800
Bestech Construction Co Unsecured Loan 716,800,000 326,181,789
Bright Distributors & Trading Co. Unsecured Loan 19,000,000 19,000,000
Celerity Infrastructure P. Ltd Against Exp 1,500 1,500
Concrete Construction Solutions P Ltd Shares 1,067,935,500 42,449,500
Concrete Construction Solutions Pvt. Ltd. Against Exp 84 84
Consortium Infrastructure Pvt. Ltd Against Exp 5,700 5,700
Contend Builders Pvt. Ltd Against Exp 6,000 6,000
Contend Infrastructure Pvt Ltd Capital Advance 20,000,000 -
Docile Buildtech Pvt Ltd Against Exp 2,100 2,100
Eastlake Builders Pvt. Ltd Against Exp 5,444 5,444
Eco Constructions & Trading Co Unsecured Loan 645,169,497 140,212,777
Educe Buildcon Pvt Ltd Against Exp 6,665 6,665
Elicit Realtech Pvt. Ltd Against Exp 4,200 4,200
Explicit Estates Pvt Ltd Against Exp 2,700 2,700
Hale Realtors Pvt Ltd Against Exp 8,165 8,165
High Tech Construction & Developers Unsecured Loan 326,758,500 50,000,000
Impel Infrastructure Pvt. Ltd. Against Exp 3,900 3,900
Imperative Constructions Pvt Ltd Against Exp 2,100 2,100
Imperative Infracon Pvt Ltd Against Exp 600 600
Implex Infrastructure Pvt Ltd Capital Advance 20,000,000 -
Implex Infrastructure Pvt. Ltd Against Exp 79,559 -
Inventive Infracon Pvt Ltd. Against Exp 91,660 -
Invoke Realtors Pvt Ltd Against Exp 600 600
ISP Technologies Pvt. Ltd Shares - 176,662,500
ISP Technologies Pvt.Ltd Against Exp 30,400 30,400
IT - Enfraservices Pvt. Ltd Unsecured Loan 4,300,000 15,800,000
It Enfraservices Pvt Ltd Against Tax 18,128,338 18,128,338
IT Enfraservices Pvt.Ltd Against Exp 8,492 39,202
IT Infrastructure Park Pvt.Ltd Against Exp 18,600 18,600
ITe Park Pvt.Ltd Against Exp 57,289 -
Karan Enterprises SED - 440,000
KC Construction Material Suppler SED - 430,000
Lalima Infraestate Pvt Ltd Against Exp 6,300 6,300
Legend IT Solutions Pvt. Ltd Shares - 62,088,772
Legend It Solutions Pvt.Ltd Against Exp 19,200 19,200
Logix Buildcon Pvt Ltd Against Tax 26,143 26,143
Logix Buildcon Pvt. Ltd Against Exp 42,144 42,144
Logix Buildcon Pvt. Ltd Unsecured Loan - 473,465,755
Logix Buildcorp LLP Against Exp 5,403 -
Logix Builders & Promoters P Ltd Shares 6,515,000 49,400,000
Logix Builders & Promoters Pvt Ltd Against Tax 192,400 192,400
Logix Builders & Promoters Pvt. Ltd Against Exp 9,000 9,000
Logix BuildEstate Pvt. Ltd Against Exp 4,540 4,540
Logix Buildestate Pvt. Ltd SED 19,950,000 20,000,000
Logix Buildtech Pvt Ltd Against Tax 14,884,565 14,734,565
Logix Buildtech Pvt Ltd Capital Advance 155,768,211 83,218,211
30
Party Name Nature Transaction During 2016 (Prov)
Debit Credit
Logix Buildtech Pvt. Ltd Against Exp 2,280,469 2,242,253
Logix Buildwell Pvt. Ltd Against Exp 10,420 10,420
Logix Buildwell Pvt. Ltd Capital Advance 615,259,755 1,254,317,306
Logix City Developers Pvt Ltd Against Tax 7,958,068 7,958,068
Logix City Developers Pvt Ltd Shares 74,300,000 40,300,000
Logix City Developers Pvt. Ltd Against Exp 488,814 487,927
Logix Colonisers Pvt. Ltd Capital Advance - 403,400,000
Logix Colonisers Pvt. Ltd. Against Exp 19,725 19,725
Logix Developer & Infrastructure Pvt. Ltd Against Exp 21,407 21,407
Logix Developer Pvt. Ltd Against Exp 3,000 25,200
Logix Developers Pvt Ltd Against Exp 7,800 7,800
Logix Developers Pvt Ltd Against Tax 15,460 15,460
Logix Estate Pvt. Ltd Against Exp 17,444 -
Logix Estates Pvt. Ltd Capital Advance - 343,694,000
Logix Finance & Investment Pvt Ltd Against Tax 563,350 563,350
Logix Finance & Investment Pvt. Ltd. Unsecured Loan - 388,800
Logix Finance & Investment Pvt.Ltd Against Exp 2,400 -
Logix Infartech P Ltd. Shares 594,931,153 -
Logix Infra Developers Pvt Ltd Against Tax 1,682,251 1,682,251
Logix Infra Developers Pvt. Ltd Against Exp 3,527,277 -
Logix Infra Developers Pvt. Ltd. Unsecured Loan 600,370,000 1,611,656,000
Logix Infrabuild Pvt Ltd Capital Advance - 91,920,227
Logix Infrabuild Pvt Ltd Shares 7,000,000 1,562,625,087
Logix Infrabuild Pvt. Ltd Against Exp 9,600 9,600
Logix Infrabuild Pvt. Ltd JDA 218,350,000 352,950,000
Logix Infracon Pvt. Ltd. Shares - 100
Logix Infraservices Pvt.Ltd Against Exp 31,300 31,300
Logix Infrastructure Projects Pvt. Ltd Against Exp 12,600 12,600
Logix Infrastructure Pvt Ltd Against Tax 27,805,882 27,805,882
Logix Infrastructure Pvt.Ltd Against Exp 2,779,158 2,779,158
Logix Infrastructures Pvt. Ltd Against Rent 9,352,026 9,371,213
Logix Infratech Pvt Ltd Against Tax 7,373,902 7,373,902
Logix Infratech Pvt Ltd. Unsecured Loan 6,309,125 6,309,125
Logix Infratech Pvt. Ltd Against Exp 3,850 3,850
Logix Infratech Pvt. Ltd. Shares 24,717,524 -
Logix Landmark LLP Against Exp 5,200 -
Logix Realcon Pvt. Ltd Against Exp 12,600 12,600
Logix Realtech Pvt Ltd JDA 81,500,000 50,950,000
Logix Realtech Pvt. Ltd Against Exp 25,000 25,000
Logix Realtors Pvt. Ltd Shares 53,533,773 1,845,045,462
Logix Realtors Pvt. Ltd. Against Exp 90,864 3,320
Logix Realty Devlopers Pvt. Ltd. Against Exp 3,500 3,500
Logix Technopark Pvt.Ltd. Against Exp 36,300 36,300
Man Bhawan Garments Pvt. Ltd Against Exp 114,412 -
Nav Jyoti Commercial Projects Pvt Ltd Against Exp 6,300 -
Neo Infrastructure Pvt. Ltd Against Exp 28,415 -
Neo Tech Materials Supplier Unsecured Loan 34,549,500 -
New Height Interior & Decorators3 Unsecured Loan 289,909,860 57,200,000
Nobility Infrastructure Pvt. Ltd Against Exp 29,662 6,000
Noida Cyber Park Pvt Ltd Against Tax 37,589,716 41,899,132
Noida Cyber Park Pvt. Ltd Against Exp 71,362,054 71,117,172
Noida Cyber Park Pvt.Ltd. Shares 1,620,000,000 -
Novelty Infrastructure Pvt Ltd Against Exp 8,580 8,580
Palms Buildtech Pvt. Ltd Against Exp 4,307 4,307
Palms Buildtech Pvt. Ltd Shares 708,634,380 41,400,000
Paradise Infraestate Pvt Ltd Against Tax 713,815 689,589
31
Party Name Nature Transaction During 2016 (Prov)
Debit Credit
Paradise Infraestate Pvt. Ltd Against Exp 5,100 5,100
Paradise Infraestate Pvt. Ltd Shares 510,477,240 -
Parth Infraestate Pvt. Ltd Against Exp 6,107 -
Parth Infraestate Pvt. Ltd Shares 586,632,926 141,570,000
Pearl Interiors & Developers Unsecured Loan 587,714,000 108,215,000
Shakti Nath Against Exp 61,205 61,205
Unibros Manufacturing Co.Pvt.Ltd Against Exp 19,774 19,774
V C Infosoft Pvt.Ltd Against Exp 29,200 29,200
V C Solutions Pvt Ltd Against Tax 1,969,465 1,969,465
V R Distributors & Suppliers Unsecured Loan 43,370,000 -
V. C. Solutions Pvt. Ltd Against Rent 21,239,955 19,498,499
V.C Solutions Pvt. Ltd Shares 490,870,000 872,438,686
Vansh Computers Pvt. Ltd Against Exp 3,900 3,900
VC Solutions Pvt.Ltd Against Exp 402,570 375,322
Vihaan Infraestate Private Limited Against Exp 29,962 -
Vipul IT Infrasoft Pvt. Ltd. Unsecured Loan 183,259,300 76,100,000
Vipul IT Infrasoft Pvt.Ltd Against Exp 23,800 -
Vipul It Infrsoft Pvt Ltd Against Tax 2,935,612 2,935,612
Zenith Enterprises Unsecured Loan 41,400,000 -
Name of the Company Nature of Transaction Transaction During 2015
Debit Credit
Logix Infrastructures Pvt. Ltd. Rent & Electricity 9,621,899 9,531,983
Logix Infrastructures Pvt. Ltd. Security Deposit - 1,640,640
VC Solutions Pvt.Ltd. Rent & Electricity 19,172,133 19,172,133
All Ways Construction Co. Unsecured loan 530,129,440 93,600,000
Bestech Construction Co. Unsecured loan 540,138,929 369,250,911
Logix Finance & Investment Pvt.Ltd Unsecured loan 263,855 388,800
V R Distributors & Suppliers Unsecured loan 80,000,000 -
Pearl Interiors & Developers Unsecured loan 86,400,000 -
Meena Nath Unsecured loan 600,000 -
Eco Constructions & Trading Co. Unsecured loan 317,866,000 -
High Tech Construction & Developers Unsecured loan 485,263,000 -
Zenith Enterprises Unsecured loan 80,000,000 -
New Height Interior & Decorators Unsecured loan 528,380,640 -
Logix Infra Developers Pvt. Ltd. Against Tax 68,724 68,724
IT Enfraservices Pvt. Ltd. Against Tax 2,760,286 2,760,286
Logix Buildtech Pvt. Ltd. Against Tax 200,000 350,000
Logix City Developers Pvt Ltd Against Tax 13,869 13,869
Logix Infrastructures Pvt. Ltd. Against Tax 1,345,445 1,345,445
Logix Infratech Pvt. Ltd. Against Tax 899,239 899,239
Noida Cyber Park Pvt. Ltd. Against Tax 4,797,477 4,797,477
Paradise Ifraestates Pvt. Ltd. Against Tax 20,271 20,271
VC Solutions Pvt.Ltd. Against Tax 39,112 39,112
Vipul IT Infrasoft Pvt. Ltd. Against Tax 88,000 88,000
Concrete Construction Solutions P Ltd Advance Received Agst Share 9,800,000 -
Logix Builders & Promoters P Ltd Advance Received Agst Share 277,040,000 564,700,000
Logix City Developers Pvt Ltd Advance Received Agst Share 147,200,000 122,100,000
Paradise Infraestate Pvt. Ltd. Advance Received Agst Share 286,750,000 691,271,240
Parth Infraestate Pvt. Ltd. Advance Received Agst Share 97,997,094 81,700,000
VC Solutions Pvt.Ltd. Advance Given Agst Share 26,663,773 23,150,000
Vipul IT Infrasoft Pvt. Ltd. Capital Advance 89,167,500 -
High Tech Construction & Developers Share Application Money -
VC Solutions Pvt Ltd Capital Advance 1,517,090,000 -
Logix Infrastructure Projects Pvt. Ltd. Investment in shares 75,000 -
Logix Realcon Pvt. Ltd. Investment in shares 75,000 -
32
Name of the Company Nature of Transaction Transaction During 2015
Debit Credit
Abet Buildcon Pvt. Ltd. Against Expenses 4,005 4,005
Abound Infrastructure Pvt. Ltd Against Expenses 3,500 3,500
Affable Infracon Pvt.Ltd. Against Expenses 4,565 4,565
Arable Builders Pvt. Ltd. Against Expenses 4,565 4,565
Docile Buildtech Pvt. Ltd Against Expenses 4,670 4,670
Arising Buildtech Pvt. Ltd Against Expenses 1,600 1,600
Arising Estates Private Limited Against Expenses 8,100 8,100
Augur Realtors Private Limited Against Expenses 4,565 4,565
Eastlake Builders Pvt. Ltd. Against Expenses 3,540 3,540
Educe Buildcon Pvt. Ltd. Against Expenses 4,565 4,565
Explicit Estates Pvt. Ltd. Against Expenses 4,565 4,565
Hale Realtors Pvt. Ltd. Against Expenses 4,565 4,565
Imperative Constructions Pvt. Ltd. Against Expenses 4,565 4,565
Celerity Infrastructure P. Ltd. Against Expenses 5,100 5,100
Concrete Construction Solutions Pvt. Ltd. Against Expenses 4,435 4,435
Consortium Infrastructure Pvt. Ltd. Against Expenses 6,400 6,400
Contend Builders Pvt. Ltd Against Expenses 4,100 4,100
Elicit Realtech Pvt. Ltd. Against Expenses 7,350 7,350
Lalima Infraestate Pvt. Ltd. Against Expenses 5,800 5,800
Impel Infrastructure Pvt. Ltd. Against Expenses 600 600
Implex Infrastructure Pvt. Ltd Against Expenses 6,000 6,000
ISP Technologies Pvt.Ltd Against Expenses 5,300 5,300
IT Enfraservices Pvt.Ltd. Against Expenses 27,700 27,700
ITe Park Pvt.Ltd. Against Expenses 9,100 -
IT Infrastructure Park Pvt.Ltd. Against Expenses 18,017 18,017
Legend It Solutions Pvt.Ltd. Against Expenses 6,800 6,800
Logix Buildcon Pvt. Ltd. Against Expenses 10,235 10,235
Logix Buildcorp LLP Against Expenses 2,155 -
Logix Builders & Promoters Pvt. Ltd. Against Expenses 231,815 231,815
Logix BuildEstate Pvt. Ltd. Against Expenses 4,025 4,025
Logix Buildtech Pvt. Ltd. Against Expenses 22,200 22,200
Logix Buildwell Pvt. Ltd Against Expenses 13,200 13,200
Logix City Developers Pvt. Ltd. Against Expenses 9,600 9,600
Logix Colonisers Pvt. Ltd. Against Expenses 3,500 3,500
Nav Jyoti Commercial Project Pvt. Ltd Against Expenses 4,200 4,200
Logix Developer & Infrastructure Pvt. Ltd. Against Expenses 38,200 38,200
Logix Developers Pvt. Ltd Against Expenses 22,200 -
Logix Estate Pvt. Ltd. Against Expenses 10,200 10,200
Logix Finance & Investment Pvt.Ltd Against Expenses 523,600 523,600
Logix Infrabuild Pvt. Ltd. Against Expenses 11,400 11,400
Inventive Infracon Pvt. Ltd. Against Expenses 1,500 1,500
Logix Infra Developers Pvt. Ltd. Against Expenses 18,600 18,600
Logix Infratech Pvt. Ltd. Against Expenses 17,400 17,400
Logix Landmark LLP Against Expenses 2,155 -
Logix Infraservices Pvt.Ltd. Against Expenses 5,600 5,600
Logix Infrastructure Projects Pvt. Ltd. Against Expenses 10,200 10,200
Logix Infrastructure Pvt.Ltd. Against Expenses 57,177 54,177
Logix Realcon Pvt. Ltd. Against Expenses 11,400 11,400
Logix Realtech Pvt. Ltd. Against Expenses 10,632 10,632
Logix Realtors Pvt. Ltd. Against Expenses 5,500 5,500
Logix Realty Devlopers Pvt. Ltd Against Expenses 8,700 8,700
Logix Technopark Pvt.Ltd. Against Expenses 3,700 3,700
Neo Infrastructure Pvt. Ltd Against Expenses 9,200 9,200
Nobility Infrastructure Pvt. Ltd. Against Expenses 900 900
Noida Cyber Park Pvt. Ltd. Against Expenses 35,400 8,740
Palms Buildtech Pvt. Ltd Against Expenses 5,500 5,500
33
Name of the Company Nature of Transaction Transaction During 2015
Debit Credit
Paradise Infraestate Pvt. Ltd. Against Expenses 217,730 217,730
Parth Infraestate Pvt. Ltd. Against Expenses 3,600 3,600
Shakti Nath Against Loan - 24,049,615
Shakti Nath Against Expenses - 12,023,420
Unibros Manufacturing Co. Pvt. Ltd. Against Expenses 30,847 30,847
Vansh Computers Pvt. Ltd. Against Expenses 5,600 5,600
V C Infosoft Pvt.Ltd. Against Expenses 11,962 11,962
VC Solutions Pvt.Ltd Against Expenses 35,584 35,584
Novelty Infraestate Private Limited Against Expenses 4,005 4,005
Vikram Nath Against Expenses - 689,440
Vipul IT Infrasoft Pvt.Ltd. Against Expenses 12,915 12,915
Logix Colonisers Pvt. Ltd. Share Application Money Given - 500,000
Logix Infradevelopers Pvt. Ltd. Share Application Money Given -
Logix Infratech Pvt. Ltd. Share Application Money Given - 6,500,000
IT - Enfraservices Pvt. Ltd Loan and advances 11,500,000 -
Logix Buildcon Pvt. Ltd. Loan and advances - 65,000
Shakti Nath Loan and advances - 44,800,000
Karan Enterprises Security Deposit 440,000 -
KC Construction Material suppliers Security Deposit 430,000 -
Logix Realtech Pvt. Ltd. Loan and advances 33,100,000 -
Legend IT Solutions Pvt. Ltd. Advances Agst Shares - 65,000,000
Logix Buildestate Pvt Ltd Capital Advances - 1,122,053,773
Logix Buildestate Pvt Ltd Security Deposit 50,000 -
Logix Infra Developers Pvt Ltd Capital Advances - 519,770,000
Logix infrabuild (P) Ltd Loan and advances 139,100,000 4,500,000
Vipul IT Infrasoft Pvt. Ltd. Loan and advances 63,072,500 38,820,000
Imperative Infracon Pvt Ltd Against Expenses 4,965 4,965
Invoke Realtors Pvt Ltd Against Expenses 4,965 4,965
Name of the Company Nature of Transaction Transaction During 2014
Debit Credit
Logix Infrastructures Pvt. Ltd. Rent & Electricity 6,776,705 6,776,705
VC Solutions Pvt.Ltd. Rent & Electricity 19,243,023 20,742,008
Neo Tech Matereials Supplier Unsecured loan - 34,549,500
All Ways Construction Co. Unsecured loan - 475,392,500
Bestech Construction Co. Unsecured loan - 580,292,300
Logix Finance & Investment Pvt.Ltd Unsecured loan 465,781 388,800
Logix heights pvt ltd Unsecured loan 355,500,000 356,400,000
V R Distributors & Suppliers Unsecured loan - 123,370,000
Pearl Interiors & Developers Unsecured loan - 565,899,000
Meena Nath Unsecured loan - 801,000
Eco Constructions & Trading Co. Unsecured loan - 824,266,681
High Tech Construction & Developers Unsecured loan - 755,021,500
Zenith Enterprises Unsecured loan - 121,400,000
New Height Interior & Decorators Unsecured loan - 763,290,500
Concrete Construction Solutions P Ltd Advance Received Agst Share - 1,035,812,000
Logix Builders & Promoters P Ltd Advance Received Agst Share - 1,012,450,000
Logix City Developers Pvt Ltd Advance Received Agst Share - 2,215,650,000
Palms Buildtech Pvt. Ltd. Advance Received Agst Share - 667,234,380
Paradise Infraestate Pvt. Ltd. Advance Received Agst Share - 71,630,000
Parth Infraestate Pvt. Ltd. Advance Received Agst Share - 461,360,000
Vipul IT Infrasoft Pvt. Ltd. Capital Advance - 89,167,500
Contend Infrastructure Pvt. Ltd Share Application Money 20,000,000 -
All Ways Construction Co. Share Application Money 496,392,500 413,387,500
Bestech Construction Co. Share Application Money 580,292,300 158,469,000
Bright Distributors & Trading Co. Share Application Money 36,331,500 -
34
Name of the Company Nature of Transaction Transaction During 2014
Debit Credit
Capital Materials Supplier Share Application Money 37,616,000 -
Combined Retail & Wholesale Suppliers Share Application Money 37,320,500 -
Commitement Materials Supply Co. Share Application Money 36,920,500 -
Concrete Construction Solutions Pvt. Ltd. Share Application Money 1,045,852,000 348,900,000
Dimension Trading & Solutions Co. Share Application Money 36,911,500 -
Eco Constructions & Trading Co. Share Application Money 959,266,681 328,767,958
High Tech Construction & Developers Share Application Money 755,021,500 159,386,500
Implex Infrastructure Pvt Ltd Share Application Money 20,000,000 -
Kwality Structures & Constructions Share Application Money 37,033,500 -
Logix Builders & Promoters Pvt. Ltd Share Application Money 1,697,400,000 1,535,000,000
Logix Build Estate Pvt. Ltd Share Application Money 1,017,257,773 1,212,257,773
Logix Developer & Infrastructure Pvt. Ltd. Share Application Money 25,000 160,025,000
Logix Technopark Pvt.Ltd. Share Application Money 872,000,000 597,000,000
Meena Nath Share Application Money 801,000 -
Neo Infrastructure Pvt. Ltd. Share Application Money 100,000,000 100,000,000
Neo Tech Matereials Supplier Share Application Money 34,549,500 -
New Height Interior & Decorators Share Application Money 763,290,500 81,405,000
Palms Buildtech Pvt. Ltd. Share Application Money 892,042,850 25,847,650
Paradise Infraestate Pvt. Ltd Share Application Money 90,273,752 -
Parth Infraestate Pvt. Ltd. Share Application Money 888,259,072 170,450,000
Pearl Interiors & Developers Share Application Money 645,899,000 9,449,000
Shakti Nath Share Application Money 618,675,603 614,530,830
Star Distributor & Supplierco. Share Application Money 37,301,000 -
Unibros Manufacturing Company Pvt. Ltd. Share Application Money 3,300,000 -
V C Solutions Pvt.Ltd. Share Application Money 4,819,025,574 3,299,494,550
V R Distributors & Suppliers Share Application Money 123,370,000 80,000,000
Zenith Enterprise Share Application Money 121,400,000 80,000,000
Contend Infrastructure Pvt Ltd Capital Advance - 20,000,000
Implex Infrastructure Pvt Ltd Capital Advance - 20,000,000
VC Solutions Pvt Ltd Capital Advance - 1,517,090,000
IT Enfraservices Pvt.Ltd. Investment in shares 66,253,897 -
Logix Buildtech Pvt. Ltd. Investment in shares 1,911,236,250 -
Logix Buildwell Pvt. Ltd. Investment in shares 50,000 -
Inventive Infracon Pvt. Ltd. Investment in shares - 79,900
Abet Buildcon Pvt. Ltd. Against Expenses 6,352 6,352
Abound Infrastructure Pvt. Ltd Against Expenses 1,546 7,706
Apace Buildtech Pvt. Ltd Against Expenses 750 750
Arising Buildtech Pvt. Ltd Against Expenses 17,950 23,110
Arising Estates Private Limited Against Expenses 6,256 6,256
Assertive Infrastructure Pvt. Ltd Against Expenses 200 107,676
Celerity Infrastructure P. Ltd. Against Expenses 6,256 6,256
Concrete Construction Solutions Pvt. Ltd. Against Expenses 132 3,748
Consortium Infrastructure Pvt. Ltd. Against Expenses 1,396 7,556
Contend Builders Pvt. Ltd Against Expenses 1,046 7,206
Contend Infrastructure Pvt. Ltd. Against Expenses 750 108,426
Elicit Realtech Pvt. Ltd. Against Expenses 6,265 6,265
Esthetic Buildtech Pvt. Ltd. Against Expenses 26,650 133,506
Impel Infrastructure Pvt. Ltd. Against Expenses 950 7,110
Implex Infrastructure Pvt. Ltd Against Expenses 550 107,502
ISP Technologies Pvt.Ltd Against Expenses 2,060 549,733
IT Enfraservices Pvt.Ltd. Against Expenses 6,500 219,694
ITe Park Pvt.Ltd. Against Expenses 20,285 763,314
IT Infrastructure Park Pvt.Ltd. Against Expenses 3,904,217 4,100,000
Legend It Solutions Pvt.Ltd. Against Expenses 50,260 66,166
Logix Buildcon Pvt. Ltd. Against Expenses 675 187,033
Logix Builders & Promoters Pvt. Ltd. Against Expenses - 6,022
35
Name of the Company Nature of Transaction Transaction During 2014
Debit Credit
Eastlake Builders Pvt. Ltd. Against Expenses 1,775,544 1,914,387
Logix BuildEstate Pvt. Ltd. Against Expenses 3,497 6,057
Logix Buildtech Pvt. Ltd. Against Expenses 1,520 3,355,514
Logix Buildwell Pvt. Ltd Against Expenses - 5,500
Logix City Developers Pvt. Ltd. Against Expenses 6,122 7,622
Logix Colonisers Pvt. Ltd. Against Expenses 2,200 2,400
Nav Jyoti Commercial Project Pvt. Ltd Against Expenses 18,996 21,556
Logix Developer & Infrastructure Pvt. Ltd. Against Expenses 7,200 9,760
Logix Developers Pvt. Ltd Against Expenses 538,670 538,670
Logix Estate Pvt. Ltd. Against Expenses 1,000 73,702
Logix Finance & Investment Pvt.Ltd Against Expenses 376,915 415,781
Logix Heights Pvt. Ltd. Against Expenses 3,990 106,550
Logix Infrabuild Pvt. Ltd. Against Expenses 500 1,000
Inventive Infracon Pvt. Ltd. Against Expenses 9,996 12,556
Logix Infra Developers Pvt. Ltd. Against Expenses 776 14,798
Logix Infratech Pvt. Ltd. Against Expenses 460,000 460,000
Lalima Infraestate Pvt. Ltd. Against Expenses 6,996 9,996
Logix Infraservices Pvt.Ltd. Against Expenses 52,000 70,964
Logix Infrastructure Projects Pvt. Ltd. Against Expenses 5,500 223,235
Logix Infrastructure Pvt.Ltd. Against Expenses 763,000 771,000
Logix Realcon Pvt. Ltd. Against Expenses 10,500 231,099
Logix Realtech Pvt. Ltd. Against Expenses 3,535 3,535
Logix Realtors Pvt. Ltd. Against Expenses 62,132 103,860
Logix Realty Devlopers Pvt. Ltd Against Expenses 7,200 13,179
Logix Technopark Pvt.Ltd. Against Expenses 260 19,158
Neo Infrastructure Pvt. Ltd Against Expenses 1,900 108,756
Nobility Infrastructure Pvt. Ltd. Against Expenses 16,950 23,110
Noida Cyber Park Pvt. Ltd. Against Expenses 1,494,543 1,500,001
Palms Buildtech Pvt. Ltd Against Expenses 2,200 3,800
Paradise Infraestate Pvt. Ltd. Against Expenses 154,797 158,357
Parth Infraestate Pvt. Ltd. Against Expenses 2,200 3,800
Shakti Nath Against Loan 22,840,895 -
Shakti Nath Against Expenses 16,388,681 4,720,344
Unibros Manufacturing Co. Pvt. Ltd. Against Expenses 204,515 243,032
Vansh Computers Pvt. Ltd. Against Expenses 60 88,798
V C Infosoft Pvt.Ltd. Against Expenses - 97,353
VC Solutions Pvt.Ltd Against Expenses 6,000 3,569,840
Novelty Infraestate Private Limited Against Expenses 6,256 6,256
Vikram Nath Against Expenses 500,000 1,213
Vipul IT Infrasoft Pvt.Ltd. Against Expenses 22,546 29,068
Logix Realcon Pvt Ltd Share Application Money Given 10,000 10,000
Logix Realty Developers Pvt Ltd Share Application Money Given 20,000 20,000
IT Enfraservices Pvt.Ltd. Share Application Money Given 850,000 47,650,000
IT E Park Pvt. Ltd. Share Application Money Given - 3,827,000
Logix Buildcon Pvt. Ltd. Share Application Money Given 100,000 451,250,000
Eastlake Builders Pvt. Ltd. Share Application Money Given 25,750,000 290,750,000
Logix Buildtech Pvt. Ltd. Share Application Money Given 471,960,000 2,199,552,920
Logix Buildwell Pvt. Ltd. Share Application Money Given - 287,060,350
Logix City Developers Pvt. Ltd. Share Application Money Given 2,426,456,320 1,533,456,320
Logix Colonisers Pvt. Ltd. Share Application Money Given - 403,614,025
Logix Estates Pvt. Ltd. Share Application Money Given 241,044,000 422,894,000
Logix Infrabuild Pvt Ltd Share Application Money Given 655,271,169 1,029,778,338
Logix Infradevelopers Pvt. Ltd. Share Application Money Given 983,167,000 1,414,667,000
Logix Infrastructure Pvt. Ltd. Share Application Money Given 1,161,903,869 1,534,703,869
Logix Infratech Pvt. Ltd. Share Application Money Given 569,275,000 562,775,000
Logix Realtech Pvt. Ltd. Share Application Money Given 348,653,000 854,998,546
36
Name of the Company Nature of Transaction Transaction During 2014
Debit Credit
Logix Realtors Pvt. Ltd. Share Application Money Given - 1,379,730,000
Vipul IT Infrasoft Pvt. Ltd. Share Application Money Given 182,717,500 61,500,000
Assertive Infrastructure Pvt. Ltd. Loan and advances 100,000 100,000
Eastlake Builders Pvt. Ltd Loan and advances 290,350,000 -
IT - Enfraservices Pvt. Ltd Loan and advances 14,000,000 14,000,000
IT Infrastructure Park Pvt.Ltd. Loan and advances 10,000,000 -
Logix Buildcon Pvt. Ltd. Loan and advances 473,400,755 -
Shakti Nath Loan and advances 75,000,000 125,200,000
V.C Solutions Pvt. Ltd Advances Agst Shares 25,000 25,000
ISP Technologies Pvt. Ltd. Advances Agst Shares 176,662,500 -
Legend IT Solutions Pvt. Ltd. Advances Agst Shares 130,100,000 -
Logix Buildestate Pvt Ltd Capital Advances 1,122,053,773 -
Logix Buildwell Pvt. Ltd. Capital Advances 638,860,350 -
Logix Colonisers Pvt. Ltd. Capital Advances 403,600,000 -
Logix Estates Pvt. Ltd. Capital Advances 343,694,000 -
Logix Infrabuild Pvt ltd Capital Advances 91,920,227 -
Logix Infra Developers Pvt Ltd Capital Advances 519,770,000 -
Logix Realtors Pvt. Ltd Advances Agst Shares 1,837,710,000 -
37
OUTSTANDING LITIGATIONS AND DEFAULTS
1) 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 Issuer during the last three
years immediately preceding the year of the circulation of the Information Memorandum and
any direction issued by such Ministry or Department or statutory authority upon conclusion of
such litigation or legal action;
Sr.
No.
Name of the Government
Authority initiating the legal
action/litigation
Date of initiating the
legal action/litigation
Brief description of
the litigation/ legal
action
Direction
issued
1. N.A N.A N.A N.A
2) Details of any inquiry, inspections or investigations initiated or conducted under the New
Companies Act or any previous company law in the last three years immediately preceding the
year of circulation of Shelf Information Memorandum in the case of Issuer 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 Shelf
Information Memorandum and if so, section-wise details thereof for the Issuer and all of its
subsidiaries:
Except as stated below the Issuer and its subsidiaries are not aware of any outstanding litigation
including suits, criminal or civil prosecutions and taxation related proceedings against the Issuer and /
or its subsidiaries that would have a material adverse effect on the Issuer’s business. Furthermore,
there are no defaults, non-payment of statutory dues including, institutional/ bank dues and dues
payable to holders of any debentures, bonds and fixed deposits that would have a material adverse
effect on the Issuer’s business other than unclaimed liabilities against the Issuer as of the date of this
Shelf Information Memorandum.
In determining whether any outstanding litigation against the Issuer and its subsidiaries, other than
litigation involving moral turpitude, criminal liability, material violations of statutory regulations or
proceedings relating to economic offences, would have a material adverse effect on the Issuer’s
business, those proceedings which involve a claim of more than 1% of the Issuer’s total net worth as of
31st March 2016 (threshold - approx Rs. 400,00,000 (Rupees Four Crore )) in the financial year 2015-
16 have been individually described below.
I. Civil Cases
The Issuer and Alpha Tiger Cyprus Investment (“Alpha”) had entered into a joint venture for an SEZ
project but due to non viability the joint venture did not work out. Alpha filed arbitration against the
Issuer and arbitral award was passed in Alpha’s favour. Thereafter the Issuer filed an appeal to the
same which is pending before Delhi High Court and now the Court has decided to auction the property.
II. Criminal Cases
There are no criminal case pending against the Company
III. Tax Matters: Tax matters of the Issuer are as below
S.
No.
F.Y. / Period Demand Deposit with
Tax Authority
Nature of
Statute
Status
Central Excise, Customs & Service Tax
1 01.05.2006 to
31.05.2007
75,25,778 - Service Tax Stay Granted till Disposal of
Appeal by Tribunal
2 2002-2006 87,08,763 20,00,000 Excise &
Customs
Stay Granted till Disposal of
Appeal by Tribunal
3 2009-2012 12,95,988 8,87,490 Service Tax Appeal Filed and Under Process
with Commissioner (Appeals)
4 2009-2014 1,10,24,460 - Service Tax Appeal Filed and Under Process
with Tribunal
5 2009-2012 4,37,722 - Service Tax Appeal Filed and Under Process
38
S.
No.
F.Y. / Period Demand Deposit with
Tax Authority
Nature of
Statute
Status
with Commissioner (Appeals)
Income Tax
No litigation Pending
In addition to the cases set out below, the Issuer and its subsidairies, from time to time, have been and
continue to be involved in legal proceedings, arising in the ordinary course of their respective
businesses. None of these legal proceedings filed against the Issuer or its subsidiaries (excluding the
cases set out below) are in the nature of criminal proceedings and the Issuer believes that the number
of proceedings in which the Issuer and its subsidairies are/ were involved is not unusual for a company
of the Issuer’s size doing business in India.
39
THE ISSUER’S MANAGEMENT
Promoters of the Issuer
The following are the details of the promoter shareholding in the Issuer as on March 31, 2016:
Sl.
No.
Name of Equity
Shareholder
Total No. of
Equity Shares
held
(INR 10/- each)
No. of shares
in Demat form
No of
Shares
pledged
% to total
paid up
Equity Share
capital
% of shares
pledged with
respect to shares
owned
1. Mr. Shakti Nath 13,476,400 13,476,400 Nil 96.26% N.A
2. Mrs. Meena Nath 510,000 510,000 Nil 3.64% N.A
3. Mr. Vikram Nath 13,600 13,600 Nil 0.10% N.A
Total 14,000,000 14,000,000 Nil 100% N.A
Interest of Promoters
Other than as already disclosed in the Shelf Information Memorandum, the Promoters of the Issuer do not have
any financial or other material interest in the Issue of any Tranche of Debentures proposed to be issued under
this Shelf Information Memorandum and any applicable Tranche Information Memorandum.
Board of Directors
As of the date of this Shelf Information Memorandum, the Issuer has 2 Directors on its Board. As per the
Articles of Association, the number of Directors on the Issuer’s Board cannot exceed 11.
The following table sets forth certain details regarding the Board of Directors as on the date of this Shelf
Information Memorandum
Particulars Age
(years)
Address DIN Director the Company
since
Other
directorships
Mr. Shakti
Nath
59 34, Friends Colony, East
Mathura Road, Delhi-110065
00017090 October 09, 2000 As per Annexure
- J
Mrs. Meena
Nath
59 34, Friends Colony, East
Mathura Road, Delhi-110065
00017033 December 2, 2005 As per
Annexure- K
None of the Issuer’s Directors are listed as defaulters in the Credit Information Bureau (India) Limited (CIBIL)
defaulters’ list and/or Export Credit Guarantee Corporation of India (ECGC) defaulters’ list as of the date of this
Shelf Information Memorandum.
Details of changes in the Directors since last three years:
Name Designation DIN Date of
appointment
Date of
Cessation
Remarks Director of the Company
since (in case of resignation)
Vikram
Nath
Director 00074754 30.03.2015 02.12.2005
Profile of Directors
Mr. Shakti Nath
Mr. Shakti Nath has more than 20 years of experience in the field of real estate development. He started his
career in late 90’s as an entrepreneur and has consistently grown vertically. Under his leadership, the Group is
well known for developing Noida as an ideal hub for IT/ITES companies
Mr. Shakti Nath has been a speaker at GRI and various other conferences and is also a member of
ASSOCHAM, CII, CREDAI & other institutions.
Mrs. Meena Nath
Mrs. Meena Nath heads the Logix Group interior Design Division and has a range of experience spread heading
large commercial and residential projects.
40
Remuneration Paid to the Directors
Remuneration paid by the Issuer is NIL
Interest of the Directors
Other than as already disclosed in the Shelf Information Memorandum, the Directors of the Issuer do not have
any financial or other material interest in the Issue of any Tranche of the Debentures proposed to be made under
this Shelf Information Memorandum and any applicable Tranche Information Memorandum.
Organization chart
The Issuer’s management organization structure is set forth below:
Brief profiles of the key managerial personnel
1. Mr. Shakti Nath- Please see the section headed “Profile of Directors”.
2. Ms. Meena Nath- - Please see the section headed “Profile of Directors”.
3. Ms. Shuchi Kulshreshtha-is a Qualified Company Secretary, has joined Logix Group in the year 2013
and look after Secretarial matters of the Group.
Management Team Ms. Shuchi Kulshreshtha
(Company Secretary)
Mr. Shakti Nath
(Director)
Ms. Meena Nath
(Director)
41
OBJECTS OF THE ISSUE
Funds Requirement and Utilisation of Net Proceeds
The funds raised through the Issue of any Tranche of Debentures under this Shelf Information Memorandum
and any applicable Tranche Information Memorandum are meant for the Projects in the manner specified below
in the Summary Termsheet.
The Issue proceeds will not be used for any purpose other than specified below with prior consent of the
Debenture holders.
There is no contribution being made by the Promoter Entities or any of the Directors of the Issuer either as part
of the Issue or separately in furtherance of the objects of the Issue of any Tranche of Debentures.
42
STATUTORY AND REGULATORY DISCLOSURES
This section sets out disclosures required under Schedule I of the SEBI Debt Regulations and Form No.
PAS-4 (Private Placement Offer Letter) pursuant to the PAS Rules.
The following officials have been authorised by the resolution passed by the Board of Directors of the Issuer in
the meeting held on May 23, 2016 to issue this Shelf Information Memorandum:
Name: Mr. Shakti Nath
Designation: Director
Name: Mr. Vikram Nath
Designation: Authorized Representative
Name: Mrs. Meena Nath
Designation: Director
1. General Information
(a) Name and registered office of the Issuer
Issuer Name : Logix Soft-Tel Private Limited
Registered Office : 85,Ground Floor, World Trade Centre,
Barakhamba Road, New D Delhi-110001, India
Corporate Office : A-4 & 5, Logix Park, Sector-16, Noida, U.P
Tel No. : +91120 4366000
Fax No. : +91 120 4366098
Email : [email protected]
Website : www.logixgroup.in
(b) Compliance Officer
Name : Shuchi Kulshreshtha
Address : A-4 & 5, Logix Park, Sector-16, Noida-201301, U.P
(c) Group Chief Financial Officer
Name : Pankaj Jain
Address : A-4 &5, Logix Park, Sector-16, Noida-201301,UP
(d) Debenture Trustee
Name : IDBI Trusteeship Services Ltd
Address : Asian Building, GF, 17, R.Kamani Marg, Ballard Estate,
Mumbai- 400001
Tel No. : +91 22 40807000
Fax No. : +91 22 66311776
Email : [email protected]
43
Contact Person : Mr. Sameer Trikha
(e) Registrar
Name : Link Intime India Pvt Ltd
Address : C-13, Pannalal Silk Mills Compound,
Lal Bahadur Shastri, Marg, Subhash Nagar,
Bhandup West, Mumbai
Tel No. : 022 2596 3838
Fax No : + 91 22 - 2594 6969
Email : [email protected]
Contact Person : Vinayak Bendal
(f) Credit Rating Agencies
ICRA Limited
Address : 1105, Kailash Building, 11th
Floor,
26 Kasturba Gandhi Marg,
New Delhi - 110001
Email : [email protected]
Website : www.icra.in
Fax : +91 011 23357014
Tel. No. : +91 011 23357940-50
(g) Auditors of the Issuer
Name : M/s Saxena Singhal & Vaid Chartered Accountants
Address : 1589, Madarsa Road, Kashmere Gate, Delhi-110006
(h) Name and Address of the Valuer who performed valuation of the security offered
As the Issue of all Tranches of Debentures will be at par value, there will be no valuation for
the Issue of any Tranche of Debentures.
2. A Brief Summary of the Business / Activities of the Issuer and its Business.
Please see the section headed “History and Business of the Issuer”.
3. Gross debt to equity ratio prior to and after Issue of all Tranches of Debentures up to the Shelf
Limit.
Particulars Prior to Issue of any Tranche of
Debenture under this Shelf Information
Memorandum
After the Issue of all Tranches of
Debentures up to the Shelf Limit of
Rs. 400 Crores
Debt Equity
Ratio
0.23 (as on March 31, 2016) 6.73
For this disclosure the Issuer has used the figures of provisional standalone balance sheet as on March
31, 2016.
44
4. A Brief History of the Issuer since its Incorporation giving Details of its Following Activities:
(i) Details of Share Capital as on March 31, 2016:
No. of
Shares
Share Capital
Face Value
Face
Value
Premium Total Share
Capital
Rs. Rs. Rs. Rs.
AUTHORISED
CAPITAL
Equity Shares 140,00,000 14,00,00,000 10 Nil 14,00,00,000
Preference Shares Nil Nil Nil N.A Nil
ISSUED CAPITAL
Equity 140,00,000 14,00,00,000 10 Nil 14,00,00,000
Preference Nil Nil Nil N.A Nil
SUBSCRIBED
CAPITAL
Equity 140,00,000 14,00,00,000 10 Nil 14,00,00,000
Preference Nil Nil Nil N.A Nil
(ii) Details of Changes in Capital Structure of the Issuer in the last five years, as on March
31, 2016
Date of
Allotment
No of
Equity
Shares
Face
Value
(Rs.)
Issue
Price
(Rs.)
Consideration
(cash, other
than cash, etc)
Nature of
Allotment
Cumulative
No. of
equity
shares
Equity
Share
capital
Equity
Share
Premium
N.A N.A N.A N.A N.A N.A N.A N.A N.A
(iii) Details of Equity Share Capital History of the Issuer for the last five years, as on March
31, 2016:
Date of
Allotment
No of
Equity
Shares
Face
Value
(Rs.)
Issue
Price
(Rs.)
Consideration
(cash, other
than cash, etc)
Nature of
Allotment
Cumulative
No. of
equity
shares
Equity
Share
capital
Equity
Share
Premium
N.A N.A N.A N.A N.A N.A N.A N.A N.A
(iv) Details of any Acquisition or Amalgamation in the last 1 year:-
None
(v) Details of any Reorganization or Reconstruction in the last 1 year:
None
5. Details of the Shareholding of the Issuer as on March 31, 2016:
(i) Shareholding Pattern of the Issuer as on March 31, 2016:
Category
code
(I)
Category of Shareholder
(II)
Total
number
of shares
(IV)
Total Shareholding as a
percentage of total
number of shares
As a
percentage
of (A+B)
(VI)
As a
percentage
of (A+B+C)
(VII)
(A) Shareholding of Promoter and
Promoter Group
(1) Indian
(a) Individuals / Hindu Undivided Family 14000000 100% 100%
45
Category
code
(I)
Category of Shareholder
(II)
Total
number
of shares
(IV)
Total Shareholding as a
percentage of total
number of shares
As a
percentage
of (A+B)
(VI)
As a
percentage
of (A+B+C)
(VII)
(b) Central Government / State
Government(s)
- - -
(c) Bodies Corporate - - -
(d) Financial Institutions / Banks - - -
(e) Any Other (Trust) - - -
Sub-Total (A) (1) 14000000 100% 100%
Total Shareholding of Promoter and Promoter
Group (A) = (A)(1)+(A)(2)
14000000 100% 100%
(B) Public Shareholding - - -
(1) Institutions - - -
(a) Mutual Funds / UTI - - -
(b) Financial Institutions / Banks - - -
(c) Central Government / State
Government(s)
- - -
(d) Venture Capital Funds - - -
(e) Insurance Companies - - -
(f) Foreign Institutional Investors - - -
(g) Foreign Venture Capital Investors - - -
(h) Any Other (specify) - - -
(h-i) Foreign Nationals - DR - - -
Sub-Total (B) (1) - - -
(2) Non-Institutions - - -
(a) Bodies Corporate - - -
(b) Individuals - - - -
i. Individual shareholders holding nominal
share capital up to Rs.1 Lakh
- - -
ii. Individual shareholders holding nominal
share capital in excess of Rs.1 Lakh
- - -
(c) Any Other (specify) - - -
I Trust - - -
ii. Overseas Corporate Bodies - - -
iii. Foreign Bodies - - -
Sub-Total (B) (2) - - -
Total Public Shareholding (B) = (B)(1)+(B)(2) - - -
TOTAL (A)+(B) 14000000 100% 100%
(C) Shares held by Custodians and against
which Depository Receipts have been
issued
- - -
1 Held by Promoter - - -
2 Held by Public - - -
GRAND TOTAL (A)+(B)+(C) 14000000 100% 100%
(ii) List of top 10 holders of Equity Shares of the Issuer as on March 31, 2016:
Sr.
No.
Name of
Shareholder
Address of
Shareholder
No. of
Shares held
No. of Shares
in Demat
form
% of
Shareholding
1 Shakti Nath 34, Friends Colony
East, Mathura Road,
New Delhi-110065
13476400 13476400 96.26%
2 Meena Nath 34, Friends Colony
East, Mathura Road,
510000 510000 3.64%
46
Sr.
No.
Name of
Shareholder
Address of
Shareholder
No. of
Shares held
No. of Shares
in Demat
form
% of
Shareholding
New Delhi-110065
3 Vikram Nath 34, Friends Colony
East, Mathura Road,
New Delhi-110065
13600 13600 0.10 %
Grand Total 140,00,000 140,00,000 100%
6. Brief particulars of the Management of the Issuer
Please see the section headed “The Issuer’s Management”.
7. Names and details of the Directors of the Issuer, Remuneration of the Directors, Interest of
Directors and Changes in Directors in the last three years
Please see the section headed “The Issuer’s Management”.
8. Management’s perception of Risk Factors
Please see the section headed “Risk Factors”.
9. Details Regarding Auditors of the Issuer
(i) Details of the Auditor of the Issuer:
Name Address Auditor Since
M/s Saxena Singhal &
Vaid
Chartered Accountants
1589, Madarsa Road, Kashmere Gate, Delhi-
110006
28th September,
2015
(ii) Changes in Auditors of the Issuer during the last three years: M/s P. K Narula & Co. were
Auditors of the Company for more than ten years and has resigned on 28th
Sept. 2015.
10. Details of Borrowings of the Issuer as on June 30, 2016
(i) Details of Secured Loan Facilities:
Lender's
Name
Type of
Facility
Amount
Sanctioned
(Rs. Crores)
Principal
Outstanding
(Rs. Crores)
Repayment
Date
Security
Syndicate
Bank
8 years
(LRD)
45 19.6 2019 Mortgage of
commercial property
at Plot No. A-4 and
A-5, Sector -16,
Noida, Uttar
Pradesh
(“Commercial
Property”)
Issuer’s rental
receivables in
respect of
Commercial
Property
Guarantees by the
Personal Guarantors.
47
(ii) Details of Unsecured Loan Facilities: None
Party/
Instrument
Name
Type of Facility/
Instrument
Amount
Sanctioned/
Issued
Principal
Outstanding (Rs.
Crores)
Repayment
Date
Axis Bank 5 Years ( Car
Loan)
1.1 0.76 2019
(iii) Details of non-convertible debentures issued by the Issuer:
Debenture
Series
Tenor Coupon Principal
Outstanding
(Rs. Crores)
Date of
Allotment
Redemption
Date
Current
Credit
Rating
Secured/
Unsecured
Security
N.A N.A N.A N.A N.A N.A N.A N.A N.A
(iv) List of Top 10 holders of non-convertible debentures of the Issuer as on March 31, 2016:
Sr.
No.
List of top 10 Non Convertible
Debentureholders
Amount Outstanding
(crores)
%
Total
Address
N.A N.A N.A N.A N.A
(v) Details of amount of corporate guarantee issued by the Issuer along with the name of the
counterparty on behalf of whom the corporate guarantee has been issued, as at March
31, 2016:
Name of the Counterparty on Behalf of whom the Corporate
Guarantee has been given
Amounts
(Rs. Crores)
Logix Buildtech Private Limited 250
Vipul IT Infrasoft Private Limited 100
Logix City Developers Private Limited 125
Logix Infrastructure Private Limited 170
(vi) Details of Commercial Paper:
As of the date of this Information Memorandum, the Issuer has no commercial papers
outstanding.
(vii) Details of Rest of the Borrowing of the Issuer not already covered above as on March 31,
2016:
Party /
Instrume
nt Name
Type of
Facility /
Instrume
nt
Amount
Sanctioned/Iss
ued (in USD
Million)
Principal
Outstandi
ng (in Rs.
Crores)
Date of
Repayme
nt
Credi
t
Ratin
g
Secured
/
Unsecur
ed
Securit
y
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 Company, in the past 5 years:
The Issuer has no major default in payment of interest and principal of any kind of term loans
/ debt securities. However, there were occasions when there was delay in payments which are
detailed below:
48
FY 2011
There was no default / delay in payments.
FY 2012
There was no default / delay in payments.
FY 2013:
There was no default / delay in payments.
FY 2014:
Bank Name Due Date Defaulted Period From or to Amount(₹)
Syndicate Bank 31.07.2013 01st August 2013 To Sept. & Oct.
2013
45,00,000/-
31.08.2013 01st Sept.2013 To Oct & Nov. 2013 45,00,000/-
30.09.2013 01st Oct., 2013 to Nov & Dec. 2013 45,00,000/-
31.10.2013 01st Nov., 2013 to Dec. & Jan., 2014 45,00,000/-
31.12.2013 01st Jan, 2014 to Feb & March 2014 45,00,000/-
31.01.2014 1st Feb, 2014 to March & April 2014 45,00,000/-
28.02.2014 1st March, 2014 to May 2014 45,00,000/-
31.03.2014 1st April, 2014 to June 2014 45,00,000/-
FY 2015:
Bank Name Due Date Amount(Rs.) Defaulted Period
Syndicate Bank 30.04.2014 45,00,000/- 01.05.14 to 27.05.14
31.05.2014 45,00,000/- 01.06.14 to 29.06.14
30.06.2014 54,00,000/- 01.07.14 to 05.08.14
31.07.2014 54,00,000/- 01.08.14 to 20.08.14
31.08.2014 54,00,000/- 01.09.14 to 28.10.14
30.09.2014 54,00,000/- 01.10.14 to 23.11.14
31.10.2014 54,00,000/- 01.11.14 to 25.12.14
30.11.2014 54,00,000/- 01.12.14 to 22.01.15
31.12.2014 54,00,000/- 01.01.15 to 01.02.15
31.01.2015 54,00,000/- 01.02.15 to 26.03.15
28.02.2015 54,00,000/- 01.03.15 to 26.04.15
31.03.2015 54,00,000/- 01.04.15 to 25.05.15
FY 2016:
Bank Name Due Date Amount(Rs.) Defaulted Period
Syndicate Bank 30.04.2015 54,00,000/- 01.05.15 to 19.06.15
31.05.2015 54,00,000/- 01.06.15 to 24.07.15
30.06.2015 54,00,000/- 01.07.15 to 31.07.15
31.07.2015 54,00,000/- 01.08.15 to 02.09.15
31.08.2015 54,00,000/- 01.09.15 to 17.10.15
30.09.2015 54,00,000/- 01.10.15 to 17.10.15
31.10.2015 54,00,000/- 01.11.15 to 02.11.15
30.11.2015 54,00,000/- 01.12.15 to 02.12.15
31.12.2015 54,00,000/- 01.01.16 to 04.01.16
31.01.2016 54,00,000/- 01.02.16 to 11.02.16
28.02.2016 54,00,000/- 01.03.16 to 21.03.16
31.03.2016 54,00,000/- 01.04.16 to 01.04.16
49
(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:
As of the date of this Shelf Information Memorandum, the Issuer has no outstanding
borrowings taken/any debt securities issued where taken/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.
11. Details of Promoters of the Issuer
Please see the section headed “The Issuer’s Management”.
12. 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.
Not applicable.
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.
Please see the section headed “Financial Information of the Issuer”.
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
Not applicable.
15. Any change in the accounting policies during the last three years and their effect on the profits
and reserves of the Issuer.
Please see the section headed “Financial Information of the Issuer”.
16. 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
Please see the section headed “Financial Information of the Issuer”.
17. Related Party Transactions entered during the last three financial years immediately preceding
the year the year of circulation of the Information Memorandum including with regard to loans
made or guarantees given or securities provided
Please see the section headed “Related Party Transactions”.
18. Profits of the Issuer, before and after making provision for tax, for the three financial years
immediately preceding the date of the Information Memorandum:
Please see the section headed “Financial Information of the Issuer”.
19. Dividends declared by the Issuer in the last 3 Financial Years
Please see the section headed “Financial Information of the Issuer”.
20. Interest Coverage Ratio for the last 3 Financial Years
Please see the section headed “Financial Information of the Issuer”.
50
21. 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 Issuer during the last three
years immediately preceding the year of the circulation of the Information Memorandum and
any direction issued by such Ministry or Department or statutory authority upon conclusion of
such litigation or legal action.
Please see the section headed “Outstanding Litigations and Defaults”.
22. 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 Information Memorandum in the case of Issuer 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 Information Memorandum
and if so, section-wise details thereof for the Issuer and all of its subsidiaries.
Please see the section headed “Outstanding Litigations and Defaults”.
23. Details of acts of material frauds committed against the Issuer in the last three years, if any, and
if so, the action taken by the Issuer.
Nil
24. 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.
Since March 31, 2016, in the opinion of the Issuer, other than as disclosed in this Shelf Information
Memorandum, there has not arisen any circumstance that materially or adversely affects the
profitability of the Issuer taken as a whole or the value of their consolidated assets or their ability to
pay their material liabilities over the next 12 months.
Other than as disclosed in this Shelf Information Memorandum, there are no other material events or
developments or changes at the time of the issue of this Shelf Information Memorandum for the Issue
of Debentures in Tranches or subsequent to the issue of this Shelf Information Memorandum which
may affect the Investors’ decision to invest/ continue to invest in the Issue of any Tranche of
Debentures proposed to be issued under this Shelf Information Memorandum and any applicable
Tranche Information Memorandum.
25. Names of the Debenture Trustees and Consents thereof
The Debenture Trustee for the Issue of all Tranches of Debentures proposed to be issued under this
Shelf Information Memorandum and any applicable Tranche Information Memorandum shall be IDBI
Trusteeship Services Limited. The Debenture Trustee has given its written consent for its appointment
and inclusion of its name in the form and context in which it appears in this Shelf Information
Memorandum and any Tranche Information Memorandum for the Issue of any Tranche of Debentures.
IDBI Trusteeship Services Limited has given their consent to the Issuer to act as trustee for the
Debentureholders under Regulation 4(4) of the SEBI Debt Regulations.
The consent letter from the Debenture Trustee is attached as Annexure C.
26. Rating and rating letter
The Debentures proposed to be issued under this Shelf Information Memorandum and any applicable
Tranche Information Memorandum up to the Shelf Limit have been rated “ICRA B+” by ICRA and.
The rating letter from ICRA IS attached as Annexure B.
27. Names of all the Recognized Stock Exchanges where Securities are Proposed to be Listed clearly
indicating the Designated Stock Exchange and also whether In Principle Approval from the
Recognized Stock Exchange has been obtained
51
The Debentures issued under each Tranche are proposed to be listed on the WDM segment of the BSE
initially. The Issuer shall comply with the requirements of the Debt Listing Agreement to the extent
applicable to it on a continuous basis. The BSE is therefore the designated stock exchange. The Issuer
has obtained ‘in-principle’ approval from the BSE to list the Debentures issued under each Tranche and
same is attached as Annexure D.
The Issuer reserves the right to get the Debentures listed on other recognized stock exchanges as the
Issuer may deem fit after giving prior intimation of such proposed listing to the Debenture Trustee.
28. Filing of the Information Memorandum and Return of Allotment
The Issuer shall maintain a complete record of private placement offers under each Tranche in Form
PAS-5 in accordance with the PAS Rules.
A copy of the Form PAS-5 in respect of the Issue of any Tranche of Debentures pursuant to this Shelf
Information Memorandum and any applicable Tranche Information Memorandum along with a copy of
the Shelf Information Memorandum and the relevant Tranche Information Memorandum shall be filed
with the ROC with fee as provided in Companies (Registration Offices and Fees) Rules, 2014 and
SEBI within a period of 30 (thirty) days of circulation of the applicable Tranche Information
Memorandum.
The Issuer shall file a return of allotment of securities under section 42 of the New Companies Act with
the ROC within 30 (thirty) days of allotment in Form PAS-3 and with the fee as provided in the
Companies (Registration Offices and Fees) Rules, 2014 along with a complete list of all holders of
Debentures issued under each Tranche.
29. Other Details pertaining to the Issue
(i) Debenture Redemption Reserve
The Issuer will create Debenture Redemption Reserve (“DRR”) as may be required in case of
privately placed debentures.
Pursuant to Rule 18(7)(b)(iii) of the Companies (Share Capital and Debentures) Rules, 2014,
for manufacturing and infrastructure companies, the adequacy of DRR is defined at 25 % of
the value of debentures issued through private placement route. In terms of extant provisions
of New Companies Act, the Issuer is required to create DRR out of profits, if any, earned by
the Issuer. The Issuer shall create a DRR and credit to the DRR such amounts as applicable
under provisions of Section 71 of the New Companies Act or any other relevant statute(s), as
applicable.
(ii) Regulations pertaining to the Issue
The Debentures being offered pursuant to this Shelf Information Memorandum and any
applicable Tranche Information Memorandum are subject to the provisions of the Old
Companies Act, the New Companies Act, the SEBI Debt Regulations, the Memorandum and
Articles of Association of the Issuer, the terms of this Shelf Information Memorandum, the
terms of the Applicable Tranche Information Memorandum, Application Form, and other
terms and conditions as may be incorporated in the Debenture Trust Deed.
(iii) Application Process
Please see the section headed “Issue Procedure”.
52
DISCLOSURES PERTAINING TO WILFUL DEFAULT
The Issuer has been categorised as a willful defaulter, as defined under the SEBI Debt Regulations, by the
following banks or financial institutions or consortiums.
Nil
The year in which the entity is declared as a wilful defaulter.
Not applicable
Outstanding amount when the entity is declared as a wilful defaulter.
Not applicable
Name of the entity declared as a wilful defaulter.
Not applicable
Steps taken, if any, for the removal from the list of wilful defaulters
Not applicable
Other disclosures, as deemed fit by the issuer in order to enable investors to take informed decisions.
Not applicable
Any other disclosure as specified by the Board.
Not applicable
Any promoters or directors of the Issuer categorised as a wilful defaulter.
None
53
ISSUE PROCEDURE
The Issuer proposes to Issue every Tranche of the Debentures on the terms set out in this Shelf Information
Memorandum and the applicable Tranche Information Memorandum. Each Tranche of Debentures being
offered pursuant to this Shelf Information Memorandum and any applicable Tranche Information Memorandum
are subject to the provisions of the New Companies Act, the SEBI Debt Regulations, the Memorandum and
Articles of Association of the Issuer, the terms of this Shelf Information Memorandum, the terms of the
applicable Tranche Information Memorandum, Application Form, and other terms and conditions as may be
incorporated in the Debenture Trust Deed. This section applies to all Applicants. Please note that all Applicants
are required to make payment of the full Application Amount along with the Application Form.
Borrowing Powers of the Board
The shareholders of the Issuer, through a resolution passed at the their meeting dated September 30, 2014
authorized the Board of Directors to borrow monies together with monies already borrowed by the Issuer, in
excess of the aggregate of the paid up capital of the Issuer and its free reserves, not exceeding Rs.
25,00,00,00,000 Crores at any time. Pursuant to a resolution dated May 23, 2016, the Issuer has been authorised
to issue Debentures in Tranches aggregating up to the Shelf Limit pursuant to this Shelf Information
Memorandum and the applicable Tranche Information Memorandum.
How to Apply
Only eligible Investors as given hereunder may apply for any Tranche of the Debentures by completing the
application form in the prescribed format in BLOCK LETTERS in English as per the instructions contained
therein. No application can be made for a fraction of a Debenture. Application forms should be duly completed
in all respects and applications not completed in the said manner are liable to be rejected. The name of the
applicant’s bank, type of account and account number must be duly completed by the applicant. This is required
for the applicant’s own safety and these details will be printed on the refund orders and interest/ redemption
warrants.
An application form must be accompanied by either demand draft(s) or cheque(s) drawn or made payable in
favour of the Issuer or otherwise as may be set out in the application form and crossed “Account Payee Only”.
Cheque(s) or demand draft(s) may be drawn on any bank including a co-operative bank, which is a member or a
sub-member of the bankers clearing house located at Mumbai. Money orders or postal orders will not be
accepted. The payments can be made by real time gross settlement (“RTGS”), the details of which are given
below. No cash will be accepted. An application once submitted cannot be withdrawn.
The Issuer assumes no responsibility for any application/cheques/demand drafts lost in mail or in transit.
Application Procedure
Potential Investors will be invited to subscribe by way of Application Form as provided by the Issuer during the
period between the Issue Opening Date and the Issue Closing Date (both days inclusive) mentioned in the
applicable Tranche Information Memorandum. The Issuer reserves the right to close the Issue of any Tranche of
Debentures at the earlier date on the Issue of that particular Tranche of Debentures being fully subscribed.
Application Size
Applications are required to be for a minimum of 1 (one) Debenture and multiples of 1 (one) Debenture
thereafter.
Who can Apply
Nothing in this Shelf Information Memorandum shall constitute and/or deem to constitute an offer or an
invitation to an offer, to be made to the public or any section thereof through this Shelf Information
Memorandum or the applicable Tranche Information Memorandum and this Shelf Information Memorandum
along with any applicable Tranche Information Memorandum and its contents should not be construed to be a
prospectus under the Companies Act, 2013, as amended or the rules made thereunder. The Issue of any Tranche
of Debentures is a domestic issue and is being made in India only.
54
This Shelf Information Memorandum, any applicable Tranche Information Memorandum and the contents
hereof or thereof are restricted for only the intended recipient(s) who have been addressed directly through a
communication by the Issuer and only such recipients are eligible to apply for the Debentures.
The following categories of Investors together constitute “Eligible Investors”:
Scheduled commercial banks in India;
NBFCs and RNBCs registered with RBI;
Indian companies and other bodies corporate;
Rural regional banks in India;
Insurance companies registered with IRDA;
Financial institutions, including All India Financial Institutions;
Housing finance companies registered with the National Housing Board;
QFIs; and
FPIs.
Only the Eligible Investors, when specifically approached, are eligible to apply for the Debentures.
Other than as stated above, applications cannot be made by person(s) or entity(ies) resident outside India,
including but not limited to NRIs and OCBs.
All Eligible Investors and subsequent Debentureholders (who shall purchase the Debentures in the secondary
market) are required to consult their own advisors in investing in the Debentures and comply with the relevant
rules/regulations/guidelines/notifications applicable to them for investing in the Debentures.
Submission of Documents
Investors should submit the following documents, wherever applicable:
(a) Memorandum and Articles of Association/Documents governing constitution;
(b) Government notification/certificate of incorporation;
(c) Resolution authorizing investment along with operating instructions;
(d) Power of Attorney (original and certified true copy);
(e) Form 15AA granting exemption from TDS on interest;
(f) Form 15H for claiming exemption from TDS on interest on application money, if any;
(g) Order u/s197 of IT Act;
(h) Order u/s10 of IT Act;
(i) Specimen signatures of authorised persons duly certified by an appropriate authority; and
(j) SEBI registration certificate, if applicable.
Note: Participation by potential Investors in the Issue of any Tranche of Debentures proposed to be
issued under this Shelf Information Memorandum and any applicable Tranche Information
Memorandum may be subject to statutory and/or regulatory requirements applicable to them in
connection with subscription to Indian securities by such categories of persons or entities. Applicants are
advised to peruse the Debenture Trust Deed and further ensure that they comply with all regulatory
55
requirements applicable to them, including exchange controls and other requirements. Applicants ought
to seek independent legal and regulatory advice in relation to the laws applicable to them.
Permanent Account Number
Each applicant should mention their PAN allotted under the IT Act in the Application Form.
Minimum Subscription
As the Issue of each Tranche of Debentures under this Shelf Information Memorandum and any applicable
Tranche Information Memorandum will be made on private placement basis, the requirement of minimum
subscription shall not be applicable to the Issue of any Tranche of Debentures and therefore the Issuer shall not
be liable to refund the subscription(s)/ proceed(s) in respect of Issue of any Tranche of Debentures in the event
of the total Issue of any Tranche of Debentures collection falling short of Issue size of that particular Tranche or
certain percentage of Issue size of that particular Tranche.
Submission of completed Application Form
All applications duly completed accompanied by transfer instructions from the respective Investor’s account to
the account of the Issuer, shall be submitted at the Registered Office of the Issuer.
Mode of Payment
All cheques/drafts must be made payable to “Current Account” and crossed “A/C PAYEE ONLY” or through
Fund Transfer / Real time gross settlement. The RTGS details of the Issuer are as under
Bank Induslnd Bank
IFSC Code INDB0000005
Bank Account No. 251000586400
Account name Logix Soft-Tel Pvt. Ltd Investment Account
CIF ID 30646907
Branch Barakhamba, New Delhi-110001
Basis of Allotment and Schedule for Allotment and Issue of Certificates
The Issuer reserves the sole and absolute right to allot the Debentures to any Applicant. The unutilised portion
of the Application money will be refunded to the Applicant by electronic transfer to the bank account notified
by the Applicant. In case the cheque payable at par facility is not available, the Issuer’s reserves the right to
adopt any other suitable mode of payment. The Issuer will allot the Debentures to the Debentureholders
dematerialized account within 2 Business Days of the Deemed Date of Allotment. Consolidated Debenture
Certificate will be dispatched at the sole risk of the Applicant, through registered/speed post, within 30 days
from the date of closure of the Issue. The Issuer further agrees to pay interest as per the applicable provisions of
the Companies Act, if the allotment letters/refund orders have not been dispatched to the applicants within 30
days from the date of the closure of the Issue.
Right to Accept or Reject Applications
The Board of Directors of the Issuer reserves its full, unqualified and absolute right to accept or reject any
application for subscription to the Debentures, in part or in full, without assigning any reason thereof.
Application forms that are not complete in all respects may be rejected in sole discretion of the Issuer.
Notwithstanding anything stated elsewhere, the Issuer reserves the right to accept or reject any application, in
part or in full, without assigning any reason. Subject to the aforesaid, in case of over subscription, priority will
be given to Investors on a first come first serve basis. The Investors will be required to remit the funds as well as
submit the duly completed application form along with other necessary documents to the Issuer by the Deemed
Date of Allotment.
Interest on Application Money
Interest on application money will be paid in accordance with the terms set out in the applicable Tranche
Information Memorandum.
56
Refunds
For applicants whose applications have been rejected or allotted in part, refund orders will be dispatched within
7 (seven) from the Deemed Date of Allotment of the Debentures issued under any Tranche pursuant to the
applicable Tranche Information Memorandum.
In case the Issuer has received money from applicants for Debentures in excess of the aggregate of the
application money relating to the Debentures in respect of which allotments have been made, the Registrar shall
upon receiving instructions in relation to the same from the Issuer repay the moneys to the extent of such excess,
if any.
Issue of Debentures in Dematerialised Form
Each Tranche of Debentures will be issued in dematerialised form within 2 (two) Business Days from the
Deemed Date of Allotment as specified in the applicable Tranche Information Memorandum. The Issuer has
made arrangements with the Depositories for the Issue of each Tranche of the Debentures in dematerialised
form. Investors will hold the Debentures issued under any Tranche in dematerialised form as per the provisions
of Depositories Act. The Depository Participant’s name, DPID and beneficiary account number must be
mentioned at the appropriate place in the Application Form. The Issuer shall take necessary steps to credit the
Debentures issued under any Tranche allotted to the Depository account of the Investor. All provisions relating
to issue, allotment, transfer, transmission etc. in respect of the Debentures as prescribed under the Depositories
Act will be applicable to the Debentures issued in dematerialized form.
If the Debentures issued under any Tranche are held in dematerialised form, then no action is required on the
part of the Investors for redemption purposes and the redemption proceeds will be paid by cheque/fund
transfer/RTGS to those Investors whose names appear on the list of beneficiaries provided by the Depository to
the Issuer. The names would be as per the Depository’s records on the relevant record date fixed for the purpose
of redemption. All such Debentures will be simultaneously redeemed through appropriate debit corporate action.
The list of beneficiaries as of the relevant Record Date setting out the relevant beneficiaries’ name and account
number, address, bank details and depositary participant’s identification number will be given by the Depository
to the Issuer and the Registrar. Based on the information provided above, the Issuer/Registrar will dispatch the
cheque for interest / coupon payments to the beneficiaries. If permitted, the Issuer may transfer payments
required to be made in relation to any by electronic transfer of funds/RTGS, to the bank account of the
Debentureholders for redemption and interest/ coupon payments.
However, for the Debentures that are rematerialized and held in physical form, the Issuer will issue one
certificate to the relevant Debentureholder for the aggregate amount of the Debentures that are rematerialized
and held by such Debentureholder (each such certificate a “Consolidated Debenture Certificate”). In respect
of the Consolidated Debenture Certificate(s), the Issuer will, upon receipt of a request from the Debentureholder
within 30 days of such request, split such Consolidated Debenture Certificates into smaller denominations in
accordance with the Articles of Association, subject to a minimum denomination of one Debenture. No fees will
be charged for splitting any Consolidated Debenture Certificates but, stamp duty, if payable, will be paid by the
Debentureholder. The request to split a Consolidated Debenture Certificate shall be accompanied by the original
Consolidated Debenture Certificate which will, upon issuance of the split Consolidated Debenture Certificate,
be cancelled by the Issuer.
Deemed Date of Allotment
All benefits relating to the Debentures will be available to the Investors from the Deemed Date of Allotment as
set out in the applicable Tranche Information Memorandum. The actual allotment of Debentures may take place
on a date other than the Deemed Date of Allotment. The Issuer reserves the right to keep multiple allotment
date(s)/ deemed date(s) of allotment at its sole and absolute discretion without any notice. The Deemed Date of
Allotment may be changed (advanced/ postponed) by the Issuer at its sole and absolute discretion.
Payment on Redemption
In respect of any Tranche of Debentures held in dematerialized form, payment of the Redemption Amount will
be made by the Issuer to the beneficiaries as per the beneficiary list provided by the Depositories as on the
Record Date. The Debentures shall be taken as discharged on payment of the Redemption Amount by the Issuer
to the beneficiaries as per the beneficiary list by making payment electronically to the bank account notified by
the beneficiary. Payment of Redemption Amounts to the bank account notified by the Debentureholders will be
57
done on the within 7 (seven) days from the Early Redemption Date or the Redemption Date, as the case may be.
Such payment will be a legal discharge of the liability of the Issuer towards the Debentureholders. On such
payment being made, the Issuer will inform the Depositories and accordingly the account of the
Debentureholders with Depositories will be adjusted. In case of cheque issued towards redemption proceeds, the
same will be dispatched by courier or hand delivery or registered post at the address provided in the Application
at the address as notified by Debentureholder or at the address with Depositiories’ record. Once the cheque for
redemption proceeds is dispatched to the Debentureholder(s) at the addresses provided or available from the
Depositories record, the Issuer’s liability to redeem the Debentures on the date of redemption shall stand
extinguished and the Issuer will not be liable to pay any interest/premium, income or compensation of any kind
from the date of redemption of the Debenture(s).
In respect to the Debentures held physically under a Consolidate Debenture Certificate, payments will be made
by way of cheque or pay orders or electronically. However, if the Issuer so requires, payments on maturity may
be made on surrender of the Consolidated Debenture Certificate(s). Dispatch of cheques or pay orders in respect
of payments with respect to redemptions will be made within a period of 30 days from the date of receipt of the
duly discharged Consolidated Debenture Certificate.
Upon dispatching the payment instrument towards payment of the redemption amount as specified above in
respect of the Debentures, the liability of the Issuer shall stand extinguished.
Currency of Payment
All obligations under the Debentures including yield, are payable in Indian Rupees only.
Transfers
The Debentures shall be transferred and/ or transmitted in accordance with the applicable provisions of the
Companies Act and other Applicable Laws. The provisions relating to transfer, transmission and other related
matters in respect of shares of the Issuer contained in the Articles of Association and the Companies Act shall
apply, mutatis mutandis (to the extent applicable to the Debentures), to the Debentures as well. The Debentures
held in dematerialised form shall be transferred subject to and in accordance with the rules/ procedures as
prescribed by NSDL and CDSL and the relevant depositary participant’s of the transferor or transferee and any
other Applicable Laws and rules notified in respect thereof. The transferee(s) should ensure that the transfer
formalities are completed prior to the Record Date. In the absence of the same, any payments will be paid to the
person, whose name appears in the Register of Debentureholders maintained by the Depository under all
circumstances. In cases where the transfer formalities have not been completed by the transferor, claims, if any,
by the transferees would need to be settled with the transferor(s) and not with the Issuer. 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 details of the buyer’s Depositary
Participant’s account to his Depositary Participant. Investors may note that subject to Applicable Law, the
Debentures of the Issuer would be issued and traded in dematerialised form only. The Issuer undertakes that
there will be a common form of transfer available for the Debentures held under a Consolidated Debenture
Certificate.
Title
In case of:
1. Debentures held in the dematerialized form, the person for the time being appearing in the register of
Beneficial Owners maintained by the Depository; and
2. Debentures held in physical form, the person for the time being appearing in the Register of
Debentureholders as Debentureholder,
shall be treated for all purposes by the Issuer, the Debenture Trustee, the Depositories and all other persons
dealing with such person as the holder thereof and its absolute owner for all purposes whether or not it is
overdue and regardless of any notice of ownership, trust or any interest in it or any writing on, theft or loss of
the Consolidated Debenture Certificate issued in respect of the Debentures and no person will be liable for so
treating the Debentureholder.
58
List of Beneficial Owners
The Issuer shall request the Depositories to provide a list of Beneficial Owners as at the end of the Record Date.
This shall be the list, which shall be considered for payment of interest or repayment of principal amount, as the
case may be.
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 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.
Computation of Interest
All interest accruing for any Interest Period shall accrue from day to day and be calculated on the Face Value of
principal outstanding on the Debentures at the respective coupon rate on the basis of the actual number of days
elapsed and a year of 365 days (or 366 days in case of a leap year), at the applicable Interest Rate and rounded
off to the nearest Rupee.
Tax Deduction at Source
Debentureholders should consult their own independent tax advisers to understand their tax positions. In
addition, Debentureholders 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. Therefore, Debentureholders are advised to consider the tax implications in respect
of subscription to the Debentures in consultation with their tax advisors.
As per the prevalent provisions of the IT Act, the amount of interest received/ receivable by the
Debentureholders is treated as a taxable income in their hands. However, with effect from June 1, 2008, no tax
is deductible at source from the amount of interest payable on any listed demat security, held by a person
resident in India. Since the Debentures shall be issued in dematerialized mode and shall be listed on the BSE
and such other recognized stock exchanges as the Issuer may deem fit after giving prior intimation of such
proposed listing to the Debenture Trustee, no tax will be deductible at sources on the payment/credit of interest
on the Debentures held by any person resident in India.
In the event of rematerialization of the Debentures or a change in Applicable Law governing the taxation of the
Debentures, the following provisions shall apply:
Any payment to be made by the Issuer shall be made to the Debenture Trustee, in the appropriate currency, at
such place as the Debenture Trustee shall designate. Except as provided in this Clause, all payments to be made
by the Issuer shall be made in full without set-off or counterclaim and free and clear of any Tax of any nature
now or hereafter imposed by any country or any subdivision or relevant authority, unless the
payment/deduction/withholding of any present and future Tax (“Tax Deduction”) is required by Applicable
Law. If any sums payable to the Debentureholders is subject to any Tax Deduction, the Issuer shall make such
Tax Deduction, and shall immediately (but no later than 30 (thirty) days from the due date of payment of such
Tax Deduction to the Governmental Authority (or any shorter period stipulated by Applicable Law)) deliver to
the Debenture Trustee the withholding certificate or similar certificate or an official receipt or other official
documentation evidencing such payment in accordance with Applicable Law received in connection with the
Tax Deduction.
In the event that a Debentureholder is entitled by virtue of any Applicable Laws to receive amounts at a lower
rate of tax withholding, such Debentureholder will provide evidence thereof to the Issuer who will then deduct
Tax at such lower rate.
59
Right of the Issuer to Purchase, Re-sell and Re-issue Debentures
Purchase and Resale of Debentures: The Issuer may, subject to Applicable Laws, at any time and from time to
time, purchase Debentures issued under any Tranche under this Shelf Information Memorandum and any
applicable Tranche Information Memorandum at discount, at par or premium in the open market. Such
Debentures of any Tranche may, at the option of the Issuer, be cancelled, held or resold at such a price and on
such terms and conditions as the Issuer may deem fit and as permitted by Applicable Laws, provided that the
Issuer’s voting rights in respect of the Debentures issued under any Tranche shall not exceed 74%.
Succession
In the event of insolvency or winding up of a Registered Debentureholder, or the first holder in the case of joint
holders, the Issuer will recognize the executor or administrator of the demised Debentureholder or the holder of
succession certificate or other legal representative of the demised Debentureholder as the Registered
Debentureholder of such Debentures, if such a person obtains probate or letter of administration or is the holder
of succession certificate or other legal representation, as the case may be, from a court in India having
jurisdiction over the matter and delivers a copy of the same to the Issuer.
The Issuer may in its absolute discretion, where it thinks fit, dispense with the production of the probate or letter
of administration or succession certificate or other legal representation, in order to recognise such holder as
being entitled to the Debentures standing in the name of the demised Debentureholder(s) on production of
sufficient documentary proof or indemnity. In case a person other than individual holds the Debentures, the
rights in the Debentures shall vest with the successor acquiring interest therein, including liquidator or such any
person appointed as per the Applicable Law.
Notices
All notices to the Debentureholders required to be given by the Issuer or the Debenture Trustee shall have been
given if sent either by registered post, by facsimile or by email to the original/ first allottees of the Debentures,
or as may be prescribed by Applicable Law.
All notice(s) to be given by the Debentures shall be sent by registered post or by hand delivery to the Issuer or to
such persons at such address as may be notified by the Issuer from time to time through suitable communication.
Notice(s) shall be deemed to be effective (in the case of registered post) seven business days after posting, (in
the case of facsimile/email) twenty four hours after dispatch or (in the case of personal delivery) at the time of
delivery.
Payment of outstanding amounts on the Debentures
The Issuer will comply with the terms of the Debt Listing Agreement including but not limited to ensuring that,
the Issuer shall ensure that services of ECS (Electronic Clearing Service), Direct Credit, RTGS (Real Time
Gross Settlement) or NEFT (National Electronic Funds Transfer) are used for payment of all outstanding
amounts on the Debentures, including the principal and interest accrued thereon, as per the applicable norms of
the RBI.
Debenture Trustee
The Issuer has appointed IDBI Trusteeship Services Limited as the Debenture Trustee for the Issue. All the
rights and remedies of the Debentureholders shall vest in and shall be exercised by the Debenture Trustee
without referring to the Debentureholders. All Investors are deemed to have irrevocably given their authority
and consent to IDBI Trusteeship Services Limited to act as their Debenture Trustee and for doing such acts and
signing such documents to carry out their duty in such capacity. Any payment by the Issuer to the Debenture Trustee on behalf of the Debentureholders shall discharge the Issuer pro tanto to the Debentureholders. The
Debenture Trustee shall carry out its duties and shall perform its functions in accordance with all Applicable
Laws and regulations including without limitation the SEBI Debt Regulations and the Debenture Trustee
Regulations as well as the Debenture Trust Deed and this Information Memorandum, with due care, diligence
and loyalty. Resignation/retirement of the Debenture Trustee shall be as per terms of the Debenture Trust Deed
entered into between the Issuer and the Debenture Trustee and a notice in writing to the Debentureholders shall
be provided for the same.
60
The Debenture Trustee shall ensure disclosure of all material events on an ongoing basis. The Debenture Trustee
will protect the interest of the Debentureholders on the occurrence of an event of default by the Issuer in regard
to timely payment of interest and repayment of principal and they will take necessary action at the Issuer’s cost
as provided in the Debenture Trust Deed.
Rights of Debentureholders
The Debentureholders shall not be entitled to any right and privileges of shareholders other than those available
to them under the Companies Act. The Debentures shall not confer upon the holders the right to receive
notice(s) or to attend and to vote at any general meeting(s) of the shareholders of the Issuer.
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 Debentureholders 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.
63
ANNEXURE A
APPLICATION FORM
LOGIX SOFT-TEL PRIVATE LIMITED
Registered Office:
85, Ground Floor, World Trade Centre, Barakhamba Road, New Delhi-110001, India
Phone: +91 120 4366000Fax: 91 120 4366098
Email: [email protected]
Website: www.logixgroup.in
APPLICATION FORM FOR PRIVATE PLACEMENT OF
SECURED, TRANSFERABLE, REDEEMABLE, TAXABLE, LISTED, RATED SECURITIES IN THE
FORM OF NON CONVERTIBLE DEBENTURES
ISSUE OPENS ON: [●] CLOSING ON: [●]
Tranche No.: ___________
Date of Application: __________
Dear Sirs,
Having received, read and understood the contents of the shelf information memorandum of private
placement dated [●] (the “Shelf Information Memorandum”) and the tranche information memorandum
for this Tranche of Debentures (the “Tranche Information Memorandum”) issued by Logix Soft-Tel
Private Limited (“Logix Sof-Tel”), I/We apply for allotment to me/us of the Debentures. The amount
payable on application as shown below is remitted herewith. On allotment, please place my/our name(s)
on the Register of Debentureholders under the issue. I/We bind myself/ourselves by the terms and
conditions as contained in the Shelf Information Memorandum and the Tranche Information
Memorandum. We note that Logix Sof-Tel is entitled in its absolute discretion to accept or reject this
application whole or in part without assigning any reason whatsoever.
DEBENTURES APPLIED FOR (Rs. 10,00,000 /- per Debenture) FOR BANK USE ONLY
No. of Debenture (in
figures)
Date of receipt of
application
No. of Debentures (in
words)
Date of receipt of
cheque
Amount (Rs.) (in
figures)
Date of clearance of
cheque
Amount (Rs.) (In
words)
PARTICULARS OF DP ID
RTGS/Cheque/Fund
Transfer/ Demand
Draft drawn on (Name
of Bank and Branch)
Cheque/Demand
Draft No./UTR
No. in case of
RTGS/ A/c no
incase of FT
RTGS/Cheque/
Demand Draft/
fund transfer
Date
DP ID No.
Client ID No.
Tax status of the Applicant (please tick one)
1. Non Exempt 2. Exempt under: Self-declaration Under Statute Certificate from I.T.
Authority
Please furnish exemption certificate, if applicable.
64
We apply as (tick whichever is applicable) PAYMENT PREFERENCE
1. Financial Institution 2. Company
3. Insurance Company 4. Commercial Bank/RRB/Co-op.Bank/UCB
5. Body Corporate
6. FII/QFI/FPI
APPLICANT’S NAME IN FULL:
Tax payer’s PAN
IT Circle/ Ward/
District
MAILING ADDRESS IN FULL (Do not repeat name) (Post Box No. alone is not sufficient)
Pin Tel Fax
CONTACT PERSON
NAME DESIGNATION TEL. NO. FAX NO.
TO BE FILLED IN BY THE APPLICANT
Name of the Authorized
Signatory(ies)
Designation Signature
……………………………………..…………………TEAR ……………………………..................................
________________
Cheque Draft RTGS
Payable at ________________
65
1. Application must be completed in full BLOCK LETTER IN ENGLISH except in case of signature.
Applications, which are not complete in every respect, are liable to be rejected.
2. Payments must be made by RTGS or cheque marked ‘A/c Payee only’ or bank draft drawn in favour of
“[●]” and as per the following details:
Bank : [●]
Branch : [●]
Account Name : [●]
Account No. : [●]
IFSC Code No. : [●]
3. Cheque or bank draft should be drawn on a scheduled bank payable at [●]
4. The Original Application Form along with relevant documents should be forwarded to the Registered
Office of Logix Soft-Tel Private Limited to the attention of Mr. [●], on the same day the application
money is deposited in the Bank. A copy of PAN Card must accompany the application.
5. In the event of debentures offered being over subscribed, the same will be allotted in such manner and
proportion as may be decided by Logix Soft-Tel Private Limited.
6. The debentures shall be issued in De-mat form only and subscribers may carefully fill in the details of
Client ID/ DP ID.
7. In the case of application made under Power of Attorney or by limited companies, corporate bodies,
registered societies, trusts etc., following documents (attested by Company Secretary /Directors) must
be lodged along with the application or sent directly to Logix Soft-Tel Private Limited at its Registered
Office to the attention of Mr. [●] along with a copy of the Application Form.
a. Memorandum and articles of association / documents governing constitution/ certificate of
incorporation.
b. Board Resolution authorising investment.
c. Certified true copy of the Power of Attorney.
LOGIX SOFT-TEL PRIVATE LIMITED
Regd office:
85,Ground Floor,World Trade Centre, Barakhamba Road, New Delhi-110001, India
APPLICATION FORM FOR PRIVATE PLACEMENT OF NON CONVERTIBLE DEBENTURES
ACKNOWLEDGEMENT SLIP
(To be filled by the Applicant)
Received from _________________________________ an application for _____________ Debentures
Address_______________________________________ cheque/ draft No.________________ dated _______________
_____________________________________________ Drawn on __________________________________________
_________________________________________ for Rs. (in figures)____________________________________
_______________ Pin Code ______________________ for Rs. (in words) ____________________________________
66
d. Specimen signatures of the authorised signatories duly certified by an appropriate authority.
e. PAN (otherwise exemption certificate by IT authorities).
f. Specimen signatures of authorised persons.
g. SEBI registration certificate, if applicable.
8. The attention of applicants is drawn to Sub-Section (1) of Section 38 of the New Companies 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, or
subscribing for, for its securities; 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
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,
9. shall be punishable with imprisonment for a term which shall not be less than 6 months but which may
extend to 10 years and shall also be liable to fine which shall not be less than the amount involved
which may extend to 3 times the amount involved. 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 and perform any obligations related to such investment.
67
ANNEXURE B
RATING LETTERS OF RATING AGENCIES ALONGWITH RATING RATIONALE
68
69
70
ANNEXURE C
CONSENT OF DEBENTURE TRUSTEE
71
72
ANNEXURE D
IN-PRINCIPLE APPROVAL OF THE BSE
73
ANNEXURE E
FINANCIAL INFORMATION OF THE ISSUER
Standalone financials-2015-16
74
75
76
Consolidated (Provisional) financials-2015-16
77
78
79
Standalone financials-2014-15
-
80
81
82
Consolidated financials-2014-15
83
84
85
Standalone financials-2013-14
86
87
88
ANNEXURE F
BOARD RESOLUTION AUTHORISING THE ISSUE
89
90
91
92
ANNEXURE G
SHAREHOLDERS RESOLUTION
93
ANNEXURE H
SUMMARY TERM SHEET
Terms Description
Issuer Logix Soft-Tel Private Limited.
Promoters of the Issuer The promoters of the Issuer, being,
1. Mr. Shakti Nath;
2. Mrs. Meena Nath; and
3. Mr. Vikram Nath.
Eligible Investors The following categories of investors together constitute “Eligible Investors”:
Scheduled commercial banks in India;
NBFCs and RNBCs registered with RBI;
Indian companies and other bodies corporate;
Rural regional banks in India;
Insurance companies registered with IRDA;
Financial institutions, including All India Financial Institutions;
Housing finance companies registered with the National Housing
Board;
QFIs; and
FPIs.
Only the Eligible Investors, when specifically approached, are eligible to apply
for the Debentures.
Security Name secured, transferable, redeemable, taxable, listed, rated non-convertible
Debentures of a face value of Rs. 10,00,000 each for cash at par due 2021.
Total Issue Size 4,000 Debentures of face value of Rs. 10,00,000 (Rupees Ten Lakhs only) each
aggregating to Rs. 400,00,00,000 (Rupees Four Hundred Crores only).
Nature of Instrument secured, transferable, redeemable, taxable, listed, rated non-convertible
Debentures.
Mode of Issue On a private placement basis to all Eligible Investors.
Listing The Debentures will be listed initially on the WDM Segment of the BSE.
The Issuer undertakes to get each Tranche listed on BSE within 15 (fifteen)
days of the Deemed Date of Allotment.
In accordance with RBI/2011-12/423 A.P.(DIR Series) Circular No. 89 dated
March 1, 2012 issued by the Reserve Bank of India, debentures issued to FPIs
are required to be listed within 15 (fifteen) days. If any Tranche is not listed
within such period for any reason whatsoever, then the Issuer shall immediately
redeem or buy back the Debentures (in relation to the Series which is not listed)
94
Terms Description
or the Investor can dispose of such Debentures by way of sale to a third party.
The Issuer reserves the right to get any of the Tranche listed on such other
recognized stock exchanges as the Issuer deems fit after giving prior
notification of such proposed listing to the Debenture Trustee.
Seniority The Debentures shall rank pari passu to other secured financial indebtedness of
the Issuer and shall rank senior to all unsubordinated financial indebtedness of
the Issuer
Credit Rating ICRA B+ by ICRA
Issue of Debentures Issuer shall allot the Debentures to the Debentureholders dematerialised
account within 2 (two) days from the Deemed Date of Allotment of the
respective NCDs
Objects of the Issue The Issuer shall use the issuance proceeds under this Shelf Information
Memorandum towards:
a) Tranche I-Rs 200,00,00,000/-
(i) Towards payment of installments, interest, lease rental and
other payments to NOIDA for Project Green;
(ii) Towards payment by Logix Infratech Private Limited to
ICICI Prudential for redeeming all the non-convertible
debentures issued by Logix Infratech Private Limited to
ICICI Prudential for Project Green;
(iii) Towards cost of construction and development of Project
Neo World;
(iv) Towards cost of construction and development of Project
Green;
(v) Towards cost of construction and development of Project
City Centre-office;
(vi) Towards cost of construction and development of Project
Zest; and
(vii) Towards general corporate purposes.
b) Tranche II- Rs. 100,00,00,000/-(Rupees One Hundred Crores)
(i) Towards cost of construction and development of Project
Green;
(ii) Towards cost of construction and development of City
Centre; and
(iii) Towards cost of construction and development of Project
Zest.
c) Tranche III- Rs. 50,00,00,000/-
(i) Towards cost of construction and development of Project
Green; and
(ii) Towards cost of construction and development of Project
95
Terms Description
City Centre.
d) Tranche IV- Rs. 50,00,00,000/-
(i) Towards cost of construction and development of Project
Green; and
(ii) Towards cost of construction and development of Project
City Centre.
The Issue proceeds will only be used for above mentioned purposes or any
other purpose as mutually agreed by parties in the Debenture Documents.
Common Provisions for all Debentures under the Shelf
Cash Coupon The Issuer shall be liable to pay Cash Coupon on the Debentures at the fixed
rate of 12% per annum accruing daily.
Cash Coupon shall accrue on the Debentures commencing from the expiry of
12 (twelve) months from the Deemed Date of Allotment of Tranche I
Debentures and shall be payable quarterly by the Issuer on each Cash Coupon
Payment Date. Cash Coupon shall accrue from day to day and be calculated on
the basis of a 365 (three hundred and sixty five) day year (366 (three hundred
and sixty six) days in case of leap year) for the actual number of days elapsed
since the last Cash Coupon Payment Date.
The interest accruing on the Debentures shall comprise of Cash Coupon and
Deferred Interest
Cash Coupon shall accrue on the Debentures at the Cash Coupon Rate. The
Issuer shall pay to the Debenture Holders, the Cash Coupon accrued on the
Debentures on each Cash Coupon Payment Date and until the Maturity Date.
Cash Coupon Payment Date Cash Coupon shall be payable on the last Business Day of each Financial
Quarter on which Cash Coupon at Cash Coupon Rate is due and payable.
Cash Coupon Reserve The reserve to be maintained by the Issuer in the Cash Coupon Reserve Sub
Account commencing from the expiry of 12 (twelve) months from the Deemed
Date of Allotment of Tranche I Debentures until the Final Settlement Date,
being an amount equivalent to Cash Coupon payable by the Issuer for 1 (one)
Financial Quarter, in accordance with the terms of this Debenture Documents
and the Master T&R Agreement.
Deferred Interest Issuer shall pay, on the Deferred Interest Payment Date, such additional amount
on account of interest accruing daily on each Debenture as will ensure that the
Debenture Holders achieve the Investor IRR, net of all applicable taxes, in
respect of each Debenture outstanding on the Deferred Interest Payment Date.
For the purpose of calculating the Deferred Interest, all amounts on account of
Cash Coupon that have been duly received by the Debenture Holders in respect
of outstanding Debentures prior to the date of repayment shall be taken into
account. Deferred Interest shall accrue from day to day on the Debentures
commencing from the Deemed Date of Allotment of Tranche I Debentures and
be calculated on the basis of a 365 (three hundred and sixty five) days a year
(366 (three hundred sixty six) days in case of a leap year) for the actual number
of days elapsed since the last Deferred Interest Payment Date. Without
prejudice to the foregoing, the Issuer shall pay to the Debenture Holders on the
Final Settlement Date, any amount on account of Deferred Interest that has
accrued on the Debentures but which then remains outstanding/ unpaid.
96
Terms Description
Deferred Interest on the Debentures shall be payable quarterly on each Deferred
Interest Payment Date, commencing from the expiry of 12 (twelve) months
from the Deemed Date of Allotment of Tranche I Debentures, subject to
availability of funds in the T&R Accounts; in accordance with the waterfall
mechanism set out in the Debenture Documents, except that the last Deferred
Interest Payment Date shall coincide with the Maturity Date or the Mandatory
Prepayment Date, whichever is earlier
Interest Step-up/Step-down Not Applicable
Interest on Application
Money
Not Applicable
Cash Coupon Type Fixed.
Day Count Basis All interest accruing for any interest period shall accrue from day to day and be
calculated on the basis of the actual number of days elapsed and a year of 365
days (or 366 days in case of a leap year), at the applicable Interest Rate and
rounded off to the nearest Rupee.
Default Interest Rate 3% per annum, net of all applicable taxes, accruing daily payable over and
above the Investor IRR, net of all applicable taxes.
The Issuer shall pay to the Debenture Trustee, interest at the default rate on the
defaulted amounts from the date of occurrence of an Event of Default until the
date on which the Issuer has either (a) repaid or reimbursed (as the case may
be) such defaulted amounts in full; or (b) cured the Event of Default.
Maturity Date 60(Sixty) months from Deemed Date of Allotment of the Initial Tranche.
Any time after completion of 36 months from the Deemed Date of Allotment of
Tranche I Debentures, the Issuer shall have one time option to seek extension
of a fixed period of 6(six) calendar months (“Extension Period”) in payment
of any one scheduled Redemption Installment (“Adjusted Redemption
Installment”), and such Adjusted Redemption Installment shall then become
due on a Scheduled Redemption Date falling at the expiry of Extension Period.
For the purposes of seeking extension to a Redemption Installment the Issuer
shall be required to pay an additional interest (“Extension Interest ”) at the
rate of 2% (two percent) per annum, net of all applicable taxes, over and above
Cash Coupon Rate and Deferred Interest Rate.
Redemption Date The monthly redemption dates as provided under the Debenture Trust Deed.
Redemption Amount All amounts outstanding relating to a Tranche of Debentures shall be payable
on the Voluntary Redemption Date in respect of such tranche or the
Redemption Date in respect of such Tranche, as the case may be, as per the
Redemption Schedule. On the Voluntary Redemption Date in respect of such
Tranche or the Redemption Date in respect of such Tranche, as the case may
be, the accrued Cash Coupon, the Deferred Interest, Default Interest and other
amounts in relation to such Tranche due will also be payable (“Redemption
Amount”)
It may be clarified that a Debenture shall be redeemed by way of face value
reduction and each Debenture shall be deemed to have been fully redeemed by
the Issuer when the Debenture Holders shall have received the Investor IRR,
net of all applicable taxes, on each Debenture.
Redemption Nil.
97
Terms Description
Premium/Discount
Issue price per Debenture Rs. 10, 00,000 (Rupees Ten Lakhs only).
Discount at which the
Debentures are being issued
and the effective yield as a
result of such discount
Nil.
Put Date Not Applicable.
Put Price Not Applicable.
Call Date Not Applicable.
Call Price Not Applicable.
Put Notification Time Not Applicable.
Call Notification Time Not Applicable.
Security The performance of the Secured Obligations shall be secured under the Security
Documents, inter alia, by the following:
1) Creation of charge on the following by way of mortgage:
(a) First ranking exclusive mortgage on Project Neo World land
through a registered equitable mortgage by deposit of title
deeds;
(b) First ranking exclusive mortgage on Project Green land
through a registered equitable mortgage by deposit of title
deeds within 15 days from Deemed Date of Allotment of
Tranche 1 Debentures;
(c) First ranking exclusive mortgage on the land underneath the
office building number 1 and 2 in Project City Centre office
land equal to 400,000 lac sq feet of built up space through a
registered equitable mortgage by deposit of title deeds;
(d) Second ranking exclusive mortgage on the land underneath
the mall land portion in Project City Centre through a
registered mortgage deed;
(e) Second ranking exclusive mortgage on Project Cyberpark
land through a registered mortgage deed, which shall,
promptly and automatically upon repayment of Indusland
Bank Limited, convert into a first ranking exclusive
mortgage;
(f) Second ranking exclusive mortgage on Project Techno Park
land through a registered mortgage deed ;and
(g) First ranking exclusive mortgage on any further land acquired
in relation to New Projects by the Issuer, Promoters,
Affiliates and/or Promoter Entities (“New Projects Land”)
with the money raised by the Issuer from the proceeds of the
issuance of NCDs
Second charge shall be created after obtaining the prior
98
Terms Description
written consent from existing lenders in the form of No
Objection Certificate (“NOC”).
Properties mentioned in point (a) to (g) above shall be
collectively referred to as (“Mortgaged Properties”)
2) Creation of charge by way of Hypothecation on the following-
(a) First ranking exclusive charge on all receivables pertaining to
Project Green;
(b) First ranking exclusive charge on all receivables pertaining to
Project Neo World;
(c) Receivables from Project Neo World and amounts actually
received by Logix Infra Developers Private Limited from
Celerity Infrastructure Private Limited in relation to Project
Golf Villa
(d) Third ranking exclusive charge on all receivables from
Project Technova;
(e) First ranking exclusive charge on all receivables pertaining to
the sale and/or lease of office building #1 and #2 in Project
City Centre equivalent to 4 lac sq feet of built up space;
(f) Second ranking exclusive charge on all receivables pertaining
to the sale and/or lease of the retail space in Project City
Centre mall;
(g) Second ranking exclusive charge on all receivables and cash
flows pertaining to Project Cyberpark;
(h) Second ranking exclusive charge on all receivables pertaining
to Project Techno Park; and
(i) First ranking exclusive charge on all receivables and cash
flows pertaining to new projects (each a “New Project”)
acquired/commenced/allotted by/to the Issuer through a
newly incorporated wholly owned subsidiary (each a “New
SPV”), using the proceeds of the issuance of NCDs.
Items mentioned in points (a) to (h) above shall be
collectively referred to as (“Charged Properties”).
3) First ranking exclusive lien over all the bank accounts into which
receivables with interest and any accretions from the Charged
Properties in points (a),(b),(e) and (i) is/are deposited.(“Charged
Accounts”);
4) First ranking exclusive pledge over 100% issued and paid up share
capital of (i) Issuer; (ii) Logix Infratech Private Limited; (iii) Logix
Infra Developers Private Limited;(iv) Logix Buildtech Private
Limited;(v) Noida Cyberpark Private Limited;(vi) IT Enfraservices
Private Limited (subject to purchase of remaining 50% shares held by
Noida IT Park Limited within a period of 3 days from deemed date of
allotment of Tranche 1 debentures; and (vii) all special purpose
vehicles, to be formed for developing the New Projects.(collectively
referred to as the “Pledged Shares”);
99
Terms Description
5) Personal Guarantee from each of the Promoters; and
6) Corporate Guarantees from all Promoter Entities and relevant Project
Companies.
The Obligors and other entities shall open such number of Trust and
Retention Accounts (“TRAs”) as may be required by the
Debentureholders to ensure that all receivables from the Projects on
which charge is created, are deposited in the TRAs only. The TRAs
shall be controlled and monitored in accordance with the terms of the
Debenture Documents.
All New Projects will be conducted through New SPV and will not,
without the consent of the Debentureholders, be subject to any security
other than security granted to the Debentureholders.
The Security in points 1 to 6 above shall secure all Tranches of
Debentures under this Shelf Information Memorandum.
Security Cover Ratio Minimum security cover of 2.0 times the Issue at all times throughout the
Tenor of the Debentures.
Debenture Documents Debenture Documents means all agreements, instruments, undertakings,
indentures, deeds, writings and other documents executed or entered into, to be
entered into, by the Issuer or any other person, in relation, or pertaining, to the
issue of the Debentures, as amended from time to time and shall include the
following:
1. the tripartite agreements between the Depository(ies), the Issuer and
the Registrar for the dematerialisation of the Debentures;
2. the Debenture Trustee Agreement;
3. the Debenture Trust Deed;
4. the Security Documents;
5. Consolidated Debenture Certificate; and
6. any other document that may be designated as a transaction document
by the Debenture Trustee.
The Issuer confirms that all Debenture Documents shall reflect the terms and
conditions as stated in this Shelf Information Memorandum.
Representations and
Warranties
The Issuer, Promoters, Project Companies and Promoter Entities shall provide
such representations and warranties satisfactory to the Debentureholders,
including but not limited to-
(a) the Issuer is a duly constituted and validly existing company under the
laws of India;
(b) the Issuer is legally entitled and possessed of the corporate power to
issue the Debentures and has taken all necessary corporate actions to
authorise the issuance of the Debentures;
(c) the Issuer has all consents, authorisations and approvals (both
statutory and regulatory, as may be required) pertaining to the issue of
the Debentures;
100
Terms Description
(d) the issue of the Debentures will not contravene any provisions of
applicable Law or any order, writ, injunction or decree of any court or
any governmental authority;
(e) the issue of the Debentures will not violate any provisions of the
Memorandum and Articles of Association of the Issuer or any
agreement, license, authorisation, permission or other document by
which the Issuer may be bound or any financing documents entered
into by the Issuer; and
(f) All information provided by the Issuer, Project Companies, Promoter
Entities and Promoters to the Debenture Trustee and Debentureholders
is true and correct in all respects and not misleading as at the date it
was provided or as at the date (if any) at which it is stated and nothing
has occurred and no information has been given or withheld that could
result in the information being incorrect, untrue or misleading in any
respect.
All other Representations and Warranties that may be specified in the
Debenture Trust Deed.
Undertakings by Promoters,
Issuer and the Promoter
Entities
The Issuer, Promoters, and Promoter Entities shall provide such undertakings
satisfactory to the Debentureholders, including but not limited to:
(a) maintain validity of the leases entered by the Project Companies or
other entities with NOIDA with respect to Projects;
(b) each Obligor shall ensure full compliance with all tax filings,
withholding, reporting and payment requirements as may be
applicable under applicable law with respect to the Projects, which
shall include charges paid to NOIDA;
(c) shall deposit all receivables from Projects where the Debenture
Trustee has the first ranking exclusive charge into the relevant TRAs;
(d) shall make payments to meet any shortfall towards any amounts due to
the Debentureholders under the terms of the Debenture Documents;
(e) not to acquire more than 25 acres of land with a maximum upfront
commitment of INR 350,000,000 (Rupees Three Hundred and Fifty
Million Only) for New Projects;
(f) Each Obligor shall maintain comprehensive insurance cover over all
its assets that have been charged under the Debenture Documents;
(g) to comply in material respects with all applicable laws, including but
not limited to environmental Laws, social Laws and taxation related
laws, as applicable;
(h) not to create any further encumbrance in relation to the Mortgaged
Properties and Charged Properties;
(i) not to sell units/land or lease space at a lower price than the approved
annual business plan;
(j) other than an amount not exceeding Rs 100,00,00,000 (Rupees One
Hundred Crores), the Issuer or its respective board of directors or sub-
committees’ of the board of directors, shall not incur any Financial
Indebtedness in any manner; and
101
Terms Description
(k) At all times ensure listing of the NCDs on BSE in compliance with
applicable listing rules.
All other Undertakings that may be specified in the Debenture Trust Deed.
Information Covenants The Issuer shall provide the following information and documents to the
Debenture Trustee and all the Debentureholders in connection with the Issuer
unless otherwise stated herein:
(a) inform the Debenture Trustee about any material change in the nature
and conduct of business by the Issuer within 15 (fifteen) days of such
change;
(b) inform the Debenture Trustee of any merger, consolidation,
reorganisation, scheme of arrangement or compromise with
shareholders or effect any scheme of amalgamation or reconstruction;
(c) as soon as reasonably practicable, inform the Debenture Trustee if it
has notice of any application for winding up having been made or any
statutory notice of winding up is given to the Issuer under the Act or
otherwise of any suit or other legal process intended to be filed or
initiated against the Issuer;
(d) forward monthly management accounts including reports related to
sale collections, constructions disbursements for all Projects provided
as security to the Debenture Trustee within 2 weeks from the end of
each month;
(e) forward annual audited financial statements of the Issuer, Project
Companies and Promoter Entities to the Debenture Trustee within
5(five) months from the end of each fiscal year;
(f) forward annual operating budget for Project City Center, Project Neo
World, Project Cyberpark, Project Techno Park, Project Technova,
Project Golf Villa and Project Greens to the Debenture Trustee; and
(g) written notice to Debenture Trustee of material legal proceedings,
inquiries/investigations by governmental authorities and other material
events to be specified in the Debenture Documents.
All other Undertakings that may be specified in the Debenture Trust Deed.
Voluntary Redemption The Issuer may, if it gives the Debenture Trustee and Debentureholders not less
than 14 Business Days’ prior written notice, to redeem the Debentures in whole
or any part prior to the relevant Redemption Date subject to applicable laws:
The Debentureholders shall receive the net Investor IRR, net of all applicable
taxes, on each Debenture being redeemed on the settlement date specified in the
notice above.
Mandatory Prepayment On the occurrence of a Mandatory Prepayment Event, the Issuer shall prepay
all principal amounts outstanding, Interest and all other amounts due and
payable under the Debenture Documents in full to the Debenture
Trustee/Holders within 3 (three) Business Days of receipt of funds from such
Mandatory Redemption Event (each a, “Mandatory Prepayment Date”).
Mandatory Prepayment
Event
Means (i) change of control in relation to the Issuer ; (ii) sale of any portion of
Project City Centre/ retail or sale of any shares of Logix Buildtech Private
Limited; (iii) sale of any portion of Project Cyberpark or sale of any shares of
Noida Cyberpark Private Limited; (iv) non-utilization by the Issuer of atleast
30% (thirty percent) of the sale proceeds received from sale of any part of the
102
Terms Description
land/ built up space owned by/ leased to Logix Infra Developers Private
Limited (including Project Neo World) towards redemption of Debentures (v)
occurrence of any Event of Default ; and (vi) If at any time it becomes or will
become unlawful or contrary to any regulation in any applicable jurisdiction for
a Debentureholder to exercise any of its rights as contemplated in the
Debenture Trust Deed;
Mandatory Prepayment
Amount
On occurrence of any of the Mandatory Prepayment Event the Issuer will have
to pay
(i) unpaid Default Interest and/or Extension Interest rate;
(ii) unpaid Deferred Interest;
(iii) unpaid Interest and any costs and expenses due to the
Debentureholders;
(iv) the outstanding principal amount ; and
(v) such redemption premium so that the Debentureholders receive an
Investor IRR
Events of Default The Debenture Trust Deed will set out certain customary events of default as
required under Form PAS-4 of the PAS Rules and Form No. SH-12 of the
Companies (Share Capital and Debentures) Rules, 2014 and other applicable
laws including the indicative list of event of defaults as provided below, the
occurrence of which will lead to all amounts payable under Debentures
becoming immediately due and payable upon notification of the Debenture
Trustee.
The following shall inter alia constitute an Events of Default:
1. Non-payment of any amount due under the Debentures on the due
dates;
2. Failure to deposit all cash flows from the Charged Property in the
TRA;
3. Failure to comply with any any conditions subsequent in relation to
security creation as specified in the Debenture Documents;
4. Failure to make payment of any of the following: Interest , Deferred
Interest, Redemption Amount, Default Interest, Budget Shortfall
Payment and other amounts payable to the Debentureholders under
Debenture Documents within 30 calendar days of the respective due
dates;
5. If the Issuer fails to redeem the Debentures on each of the Redemption
Dates;
6. Illegality of the Investment;
7. In case of any Transaction Document becoming void, illegal or
unenforceable;
8. In respect of Projects, any leases executed by Project Companies with
NOIDA, concession rights, permits or any other operation licenses,
revoked or not renewed upon expiry;
9. Failure to maintain insurance coverage in the Mortgaged Properties
103
Terms Description
and Project companies;
10. Delisting of the NCD;
11. Any enforcement action on the Mortgaged Properties or the Issuer by
any other lender/investor;
12. Any payment obligations of the Obligors to any secured creditor
(other than those under the Debenture Documents), is not paid when
due (after the expiry of any originally applicable grace period);
13. Failure of the Issuer to pay the Mandatory Prepayment Amount at the
Mandatory Prepayment Date;
14. Cross Default of any indebtedness of the Issuer, Project Companies or
Promoter Entities, with respect to facilities availed by the Issuer,
Project Companies or Promoter Entities from any third party, or with
any other lender including default in making payments to Noida under
the Noida lease deeds which (i) results in termination of any of the
Noida lease deeds; or (ii) results in non-fulfillment/ non-payment of a
payment already re-scheduled by Noida; or (iii) receipt of default/
termination notice from Noida.
15. Insolvency of the Issuer or winding-up (whether voluntarily or
compulsorily);
16. If the Issuer is declared a sick undertaking under the provisions of the
Sick Industrial Undertakings (Special Provisions) Act, 1985 (“SICA”)
or if a reference has been made to BIFR (as defined under SICA) by a
creditor under SICA and the Issuer has not resolved the complaint or
is nationalized or is under the management of the Central
Government;
17. Breach of any material representations and warranties;
18. Breach of any material covenantsor other terms and conditions;
19. Any material adverse event; and
20. Other events categorized as events of default under the Debenture
Trust Deed will set out certain customary events of default as required
under Form No. SH-12 of the Companies (Share Capital and
Debentures) Rules, 2014 and other applicable laws.
In case of event of default, Debentureholders/ Debenture Trustees may initiate
recovery proceedings / exercise rights available to recover the outstanding
amounts. All defaults related to financial payments shall have a cure period of
30 days from the occurrence of default, and Default Interest Rate shall be
applicable on the delayed payments. All other defaults shall have a cure period
of 45 days from the occurrence of the default. Defaults relating to filing of
involuntary winding up proceedings against an obligor shall have a cure period
of 90 days from the date of such filing.
Roles and Responsibilities of
the Debenture Trustee
The Issuer has appointed IDBI Trusteeship Services Limited as the Debenture
Trustee for the Issue. All the rights and remedies of the Debentureholders shall
vest in and shall be exercised by the Debenture Trustee without referring to the
Debentureholders. All Investors are deemed to have irrevocably given their
authority and consent to IDBI Trusteeship Services Limited to act as their
Debenture Trustee and for doing such acts and signing such documents to carry
out their duty in such capacity. Any payment by the Issuer to the Debenture
104
Terms Description
Trustee on behalf of the Debentureholders shall discharge the Issuer pro tanto
to the Debentureholders. The Debenture Trustee shall carry out its duties and
shall perform its functions in accordance with all applicable laws and
regulations including without limitation the New Companies Act, SEBI Debt
Regulations and the Debenture Trustee Regulations as well as the Debenture
Trust Deed and the Shelf Information Memorandum, with due care, diligence
and loyalty. Resignation/ retirement of the Debenture Trustee shall be in
accordance with the terms of the Debenture Trust Deed entered into between
the Issuer and the Debenture Trustee and a notice in writing to the
Debentureholders shall be provided for the same.
The Debenture Trustee shall ensure disclosure of all material events on an on-
going basis. The Debenture Trustee will protect the interest of the
Debentureholders on the occurrence of an Event of Default by the Issuer in
regard to timely payment of interest and repayment of principal and they will
take necessary action at the Issuer’s cost as provided in the Debenture Trust
Deed.
Cross Default All Tranches under this Shelf Information Memorandum shall be cross
collateralized.
Future Borrowings Subject to compliance with the documents relating to the issuance of
Debentures, the Issuer shall be entitled to borrow or raise loans or create
encumbrances or receive financial assistance in whatever form, and also issue
promissory notes or debentures or guarantees or indemnities or other securities,
without the consent of, or notification to the Debentureholders or the Debenture
Trustee in this connection.
Tax Deduction at Source The amount of tax deduction on interest payable on any listed dematerialised
security held by any person resident in India would be subject to the provisions
of the IT Act and any future amendments or modifications thereof or any
bilateral tax treaty, if applicable and all payments by the Issuer shall be paid net
of withholding tax or tax deductions at source.
Modification of Rights The rights, privileges, terms and conditions attached to the Debentures may be
varied, modified or abrogated with the consent, in writing, of those
Debentureholders who hold at least three fourth of the outstanding amount of
the Debentures or with the sanction accorded pursuant to a Special Resolution
passed at a meeting of the Debentureholders, provided that nothing in such
consent or resolution shall be operative against the Issuer where such consent
or resolution modifies or varies the terms and conditions of the Debentures, if
the same are not acceptable to the Issuer.
Taxes, duties and costs and
expenses
All the payments to be made to the Debentureholders shall be grossed up for all
relevant taxes, duties and levies which are to be borne by the Issuer.
Save and except the tax deducted at source in the manner above, all charges /
fees and any amounts payable under the Debentures by the Issuer to the
Debentureholders as mentioned herein do not include any applicable taxes,
levies including service tax and all such impositions shall be borne by the
Issuer additionally.
Purchase and Sale of
Debentures
The Debentures will be traded on the BSE and such other recognized stock
exchanges on which the Issuer obtains listing of the Debentures after giving
prior notification of such proposed listing to the Debenture Trustee, subject to
applicable laws.
Special Resolution Will be a resolution passed at a meeting of the Debentureholders duly convened
and held in accordance with provisions herein contained and carried by a
105
Terms Description
majority consisting of such number of Debentureholders which shall represent
not less than 75 (seventy five) % of the nominal value of Debentures then
outstanding or if a poll is demanded by a majority representing not less than 75
(seventy five) % of the nominal value of Debentures then outstanding on such
poll.
Governing Law and
Jurisdiction
The Debentures are governed by and will be construed in accordance with
Indian law. The Issuer, the Debentures and Issuer’s obligations under the
Debentures shall, at all times, be subject to the directions of the SEBI.
The Debentureholders, by purchasing the Debentures, agree that the courts and
tribunals at New Delhi shall have exclusive jurisdiction with respect to matters
relating to the Debentures.
106
ANNEXURE I
FORM OF TRANCHE INFORMATION MEMORANDUM
Tranche Information Memorandum dated [●]
Issue of Aggregate Amount of Tranche Secured Debentures
by
LOGIX SOFT-TEL PRIVATE LIMITED
This document constitutes the final terms of the Debentures described herein and must be read in conjunction
with the Shelf Information Memorandum. Full information on Logix Soft-Tel Private Limited (the “Issuer”)
and the offer of the Debentures is only available on the basis of the combination of this Tranche Information
Memorandum and the Shelf Information Memorandum.
Tenor [●]
Issue Size [●]
Face Value Rs. 10,00,000 (Rupees Ten Lakhs only)
Minimum Application 1 Debenture and in multiples of 1 thereafter.
Opening Date of the Issue [●]
Closing Date of the Issue [●]
Pay-in-Date* [●]
Deemed Date of Allotment [●]
Issuance mode Dematerialised form.
Trading mode Dematerialised form.
Settlement mode Application monies may be remitted to Issuer‘s bank account by RTGS as per
the bank account details of the Issuer
Depository NSDL and CDSL.
Business Day Convention If any of payment (other than the Redemption Amount) falls on a Business
Day, the interest payment shall be made on the immediately succeeding
Business Day along with the interest for such additional period. If the
Redemption Date of the Debentures falls on a day which is not a Business Day,
the redemption proceeds shall be paid on the immediately preceding Business
Day along with the interest accrued on the relevant Tranche until but excluding
the date of such payment.
Record Date 15 (Fifteen) days prior to each Due Date as set out under the Debenture Trust
Deed.
Conditions Precedent [●]
Conditions Subsequent [●]
CASH FLOWS OF THE ISSUE FOR THE PRESENT TRANCHE
107
Cash Flows Date No. of days in
Series Interest
Period
Per NCD Cash
Flow (in Rupees)
Total Cash Flows
(Rs in Cr) Note 1
[●] [●] [●] [●] [●]
[●] [●] [●] [●] [●]
[●] [●] [●] [●] [●]
[●] [●] [●] [●] [●]
[●] [●] [●] [●] [●]
[●] [●] [●] [●] [●]
[●] [●] [●] [●] [●]
[●] [●] [●] [●] [●]
ANNEXURE J
DIRECTORSHIPS OF MR. SHAKTI NATH IN OTHER COMPANIES AS ON 31.03.2016
108
SNO. NAMES OF THE COMPANIES
1. IT Infrastructure Park Pvt Ltd
2. IT E-Park Pvt Ltd.
3. IT Enfraservices Pvt Ltd
4. Noida Cyber Park Pvt Ltd
5. Logix Soft-Tel Pvt Ltd
6. Vipul IT Infrasoft Pvt Ltd
7. Logix Infrastructure Pvt Ltd
8. Logix Finance & Investment Pvt Ltd
9. Logix Buildtech Pvt Ltd
10. Logix Infratech Pvt Ltd
11. Logix Estates Pvt Ltd
12. ATS Heights Pvt Ltd.(formally known as Logix Realtech Pvt Ltd)
13. Logix Developers Pvt Ltd
14. Logix Infrabuild Pvt Ltd
15. Logix Buildestate Pvt Ltd
16. Logix Infra Developers Pvt Ltd
17. Logix City Developers Pvt Ltd
18. Celerity Infrastructure Pvt Ltd
19. Logix Builders & Promoters Pvt Ltd
Logix Soft-tel Private Limited
For private circulation only
Addressed to: Apollo Asia Re Singapore II Pte. Ltd.
Dated: July 15, 2016
Terms Description
days of the Deemed Date of Allotment.
In accordance with RBI/2011-12/423 A.P.(DIR Series) Circular No. 89 dated
March 1, 2012 issued by the Reserve Bank of India, debentures issued to FPIs
are required to be listed within 15 (fifteen) days. If any Tranche is not listed
within such period for any reason whatsoever, then the Issuer shall immediately
redeem or buy back the Debentures (in relation to the Series which is not listed)
or the Investor can dispose of such Debentures by way of sale to a third party.
The Issuer reserves the right to get any of the Tranche listed on such other
recognized stock exchanges as the Issuer deems fit after giving prior
notification of such proposed listing to the Debenture Trustee.
Seniority The Debentures shall rank pari passu to other secured financial indebtedness of
the Issuer and shall rank senior to all unsubordinated financial indebtedness of
the Issuer
Credit Rating ICRA B+ by ICRA
Issue of Debentures Issuer shall allot the Debentures to the Debentureholders dematerialised
account within 2 (two) days from the Deemed Date of Allotment of the
respective NCDs
Objects of the Issue The Issuer shall use the issuance proceeds under this Shelf Information
Memorandum towards:
a) Tranche I-Rs 200,00,00,000/-
(i) Towards payment of installments, interest, lease rental and
other payments to NOIDA for Project Green;
(ii) Towards payment by Logix Infratech Private Limited to
ICICI Prudential for redeeming all the non-convertible
debentures issued by Logix Infratech Private Limited to
ICICI Prudential for Project Green;
(iii) Towards cost of construction and development of Project
Neo World;
(iv) Towards cost of construction and development of Project
Green;
(v) Towards cost of construction and development of Project
City Centre-office;
(vi) Towards cost of construction and development of Project
Zest; and
(vii) Towards general corporate purposes.
b) Tranche II- Rs. 100,00,00,000/-(Rupees One Hundred Crores)
(i) Towards cost of construction and development of Project
Green;
(ii) Towards cost of construction and development of City
Centre; and
(iii) Towards cost of construction and development of Project
Zest.
c) Tranche III- Rs. 50,00,00,000/-
(i) Towards cost of construction and development of Project
Green; and
(ii) Towards cost of construction and development of Project
City Centre.
d) Tranche IV- Rs. 50,00,00,000/-
(i) Towards cost of construction and development of Project
Green; and
(ii) Towards cost of construction and development of Project
City Centre.
Logix Soft-tel Private Limited
For private circulation only
Addressed to: Apollo Asia Re Singapore II Pte. Ltd.
Dated: July 15, 2016
Terms Description
The Issue proceeds will only be used for above mentioned purposes or any
other purpose as mutually agreed by parties in the Debenture Documents.
Common Provisions for all Debentures under the Shelf
Cash Coupon The Issuer shall be liable to pay Cash Coupon on the Debentures at the fixed
rate of 12% per annum accruing daily.
Cash Coupon shall accrue on the Debentures commencing from the expiry of
12 (twelve) months from the Deemed Date of Allotment of Tranche I
Debentures and shall be payable quarterly by the Issuer on each Cash Coupon
Payment Date. Cash Coupon shall accrue from day to day and be calculated on
the basis of a 365 (three hundred and sixty five) day year (366 (three hundred
and sixty six) days in case of leap year) for the actual number of days elapsed
since the last Cash Coupon Payment Date.
The interest accruing on the Debentures shall comprise of Cash Coupon and
Deferred Interest
Cash Coupon shall accrue on the Debentures at the Cash Coupon Rate. The
Issuer shall pay to the Debenture Holders, the Cash Coupon accrued on the
Debentures on each Cash Coupon Payment Date and until the Maturity Date.
Cash Coupon Payment Date Cash Coupon shall be payable on the last Business Day of each Financial
Quarter on which Cash Coupon at Cash Coupon Rate is due and payable.
Cash Coupon Reserve The reserve to be maintained by the Issuer in the Cash Coupon Reserve Sub
Account commencing from the expiry of 12 (twelve) months from the Deemed
Date of Allotment of Tranche I Debentures until the Final Settlement Date,
being an amount equivalent to Cash Coupon payable by the Issuer for 1 (one)
Financial Quarter, in accordance with the terms of this Debenture Documents
and the Master T&R Agreement.
Deferred Interest Issuer shall pay, on the Deferred Interest Payment Date, such additional amount
on account of interest accruing daily on each Debenture as will ensure that the
Debenture Holders achieve the Investor IRR, net of all applicable taxes, in
respect of each Debenture outstanding on the Deferred Interest Payment Date.
For the purpose of calculating the Deferred Interest, all amounts on account of
Cash Coupon that have been duly received by the Debenture Holders in respect
of outstanding Debentures prior to the date of repayment shall be taken into
account. Deferred Interest shall accrue from day to day on the Debentures
commencing from the Deemed Date of Allotment of Tranche I Debentures and
be calculated on the basis of a 365 (three hundred and sixty five) days a year
(366 (three hundred sixty six) days in case of a leap year) for the actual number
of days elapsed since the last Deferred Interest Payment Date. Without
prejudice to the foregoing, the Issuer shall pay to the Debenture Holders on the
Final Settlement Date, any amount on account of Deferred Interest that has
accrued on the Debentures but which then remains outstanding/ unpaid.
Deferred Interest on the Debentures shall be payable quarterly on each
Deferred Interest Payment Date, commencing from the expiry of 12 (twelve)
months from the Deemed Date of Allotment of Tranche I Debentures, subject
to availability of funds in the T&R Accounts; in accordance with the waterfall
mechanism set out in the Debenture Documents, except that the last Deferred
Interest Payment Date shall coincide with the Maturity Date or the Mandatory
Prepayment Date, whichever is earlier
Interest Step-up/Step-down Not Applicable
Interest on Application
Money
Not Applicable
Cash Coupon Type Fixed.
Day Count Basis All interest accruing for any interest period shall accrue from day to day and be
calculated on the basis of the actual number of days elapsed and a year of 365
days (or 366 days in case of a leap year), at the applicable Interest Rate and
Logix Soft-tel Private Limited
For private circulation only
Addressed to: Apollo Asia Re Singapore II Pte. Ltd.
Dated: July 15, 2016
Terms Description
rounded off to the nearest Rupee.
Default Interest Rate 3% per annum, net of all applicable taxes, accruing daily payable over and
above the Investor IRR, net of all applicable taxes.
The Issuer shall pay to the Debenture Trustee, interest at the default rate on the
defaulted amounts from the date of occurrence of an Event of Default until the
date on which the Issuer has either (a) repaid or reimbursed (as the case may
be) such defaulted amounts in full; or (b) cured the Event of Default.
Maturity Date 60 (Sixty) months from Deemed Date of Allotment of the Initial Tranche.
Any time after completion of 36 months from the Deemed Date of Allotment of
Tranche I Debentures, the Issuer shall have one time option to seek extension
of a fixed period of 6 (six) calendar months (“Extension Period”) in payment
of any one scheduled Redemption Installment (“Adjusted Redemption
Installment”), and such Adjusted Redemption Installment shall then become
due on a Scheduled Redemption Date falling at the expiry of Extension Period.
For the purposes of seeking extension to a Redemption Installment the Issuer
shall be required to pay an additional interest (“Extension Interest ”) at the
rate of 2% (two percent) per annum, net of all applicable taxes, over and above
Cash Coupon Rate and Deferred Interest Rate.
Redemption Date The monthly redemption dates as provided under the Debenture Trust Deed.
Redemption Amount All amounts outstanding relating to a Tranche of Debentures shall be payable
on the Voluntary Redemption Date in respect of such tranche or the
Redemption Date in respect of such Tranche, as the case may be, as per the
Redemption Schedule. On the Voluntary Redemption Date in respect of such
Tranche or the Redemption Date in respect of such Tranche, as the case may
be, the accrued Cash Coupon, the Deferred Interest, Default Interest and other
amounts in relation to such Tranche due will also be payable (“Redemption
Amount”)
It may be clarified that a Debenture shall be redeemed by way of face value
reduction and each Debenture shall be deemed to have been fully redeemed by
the Issuer when the Debenture Holders shall have received the Investor IRR,
net of all applicable taxes, on each Debenture.
Redemption
Premium/Discount
Nil.
Issue price per Debenture Rs. 10, 00,000 (Rupees Ten Lakhs only).
Discount at which the
Debentures are being issued
and the effective yield as a
result of such discount
Nil.
Put Date Not Applicable.
Put Price Not Applicable.
Call Date Not Applicable.
Call Price Not Applicable.
Put Notification Time Not Applicable.
Call Notification Time Not Applicable.
Security The performance of the Secured Obligations shall be secured under the Security Documents, inter alia, by the following:
1) Creation of charge on the following by way of mortgage:
(a) First ranking exclusive mortgage on Project Neo World land
through a registered equitable mortgage by deposit of title
deeds;
(b) First ranking exclusive mortgage on Project Green land
through a registered equitable mortgage by deposit of title
deeds within 15 days from Deemed Date of Allotment of
Logix Soft-tel Private Limited
For private circulation only
Addressed to: Apollo Asia Re Singapore II Pte. Ltd.
Dated: July 15, 2016
Terms Description
Tranche 1 Debentures;
(c) First ranking exclusive mortgage on the land underneath the
office building number 1 and 2 in Project City Centre office
land equal to 400,000 lac sq feet of built up space through a
registered equitable mortgage by deposit of title deeds;
(d) Second ranking exclusive mortgage on the land underneath
the mall land portion in Project City Centre through a
registered mortgage deed;
(e) Second ranking exclusive mortgage on Project Cyberpark
land through a registered mortgage deed, which shall,
promptly and automatically upon repayment of Indusland
Bank Limited, convert into a first ranking exclusive
mortgage;
(f) Second ranking exclusive mortgage on Project Techno Park
land through a registered mortgage deed ;and
(g) First ranking exclusive mortgage on any further land acquired
in relation to New Projects by the Issuer, Promoters,
Affiliates and/or Promoter Entities (“New Projects Land”)
with the money raised by the Issuer from the proceeds of the
issuance of NCDs
Second charge shall be created after obtaining the prior
written consent from existing lenders in the form of No
Objection Certificate (“NOC”).
Properties mentioned in point (a) to (g) above shall be
collectively referred to as (“Mortgaged Properties”)
2) Creation of charge by way of Hypothecation on the following-
(a) First ranking exclusive charge on all receivables pertaining to
Project Green;
(b) First ranking exclusive charge on all receivables pertaining to
Project Neo World;
(c) Receivables from Project Neo World and amounts actually
received by Logix Infra Developers Private Limited from
Celerity Infrastructure Private Limited in relation to Project
Golf Villa
(d) Third ranking exclusive charge on all receivables from
Project Technova;
(e) First ranking exclusive charge on all receivables pertaining to
the sale and/or lease of office building #1 and #2 in Project
City Centre equivalent to 4 lac sq feet of built up space;
(f) Second ranking exclusive charge on all receivables pertaining
to the sale and/or lease of the retail space in Project City
Centre mall;
(g) Second ranking exclusive charge on all receivables and cash
flows pertaining to Project Cyberpark;
(h) Second ranking exclusive charge on all receivables pertaining
to Project Techno Park; and
(i) First ranking exclusive charge on all receivables and cash
flows pertaining to new projects (each a “New Project”)
acquired/commenced/allotted by/to the Issuer through a
newly incorporated wholly owned subsidiary (each a “New
SPV”), using the proceeds of the issuance of NCDs.
Items mentioned in points (a) to (h) above shall be
collectively referred to as (“Charged Properties”).
3) First ranking exclusive lien over all the bank accounts into which
Logix Soft-tel Private Limited
For private circulation only
Addressed to: Apollo Asia Re Singapore II Pte. Ltd.
Dated: July 15, 2016
Terms Description
receivables with interest and any accretions from the Charged
Properties in points (a),(b),(e) and (i) is/are deposited.(“Charged
Accounts”);
4) First ranking exclusive pledge over 100% issued and paid up share
capital of (i) Issuer; (ii) Logix Infratech Private Limited; (iii) Logix
Infra Developers Private Limited;(iv) Logix Buildtech Private
Limited;(v) Noida Cyberpark Private Limited;(vi) IT Enfraservices
Private Limited (subject to purchase of remaining 50% shares held by
Noida IT Park Limited within a period of 3 days from deemed date of
allotment of Tranche 1 debentures; and (vii) all special purpose
vehicles, to be formed for developing the New Projects.(collectively
referred to as the “Pledged Shares”);
5) Personal Guarantee from each of the Promoters; and
6) Corporate Guarantees from all Promoter Entities and relevant Project
Companies.
The Obligors and other entities shall open such number of Trust and
Retention Accounts (“TRAs”) as may be required by the
Debentureholders to ensure that all receivables from the Projects on
which charge is created, are deposited in the TRAs only. The TRAs
shall be controlled and monitored in accordance with the terms of the
Debenture Documents.
All New Projects will be conducted through New SPV and will not,
without the consent of the Debentureholders, be subject to any security
other than security granted to the Debentureholders.
The Security in points 1 to 6 above shall secure all Tranches of
Debentures under this Shelf Information Memorandum.
Security Cover Ratio Minimum security cover of 2.0 times the Issue at all times throughout the
Tenor of the Debentures.
Debenture Documents Debenture Documents means all agreements, instruments, undertakings,
indentures, deeds, writings and other documents executed or entered into, to be
entered into, by the Issuer or any other person, in relation, or pertaining, to the
issue of the Debentures, as amended from time to time and shall include the
following:
1. the tripartite agreements between the Depository(ies), the Issuer and
the Registrar for the dematerialisation of the Debentures;
2. the Debenture Trustee Agreement;
3. the Debenture Trust Deed;
4. the Security Documents;
5. Consolidated Debenture Certificate; and
6. any other document that may be designated as a transaction document
by the Debenture Trustee.
The Issuer confirms that all Debenture Documents shall reflect the terms and
conditions as stated in this Shelf Information Memorandum.
Representations and
Warranties
The Issuer, Promoters, Project Companies and Promoter Entities shall provide
such representations and warranties satisfactory to the Debentureholders,
including but not limited to-
(a) the Issuer is a duly constituted and validly existing company under the
laws of India;
(b) the Issuer is legally entitled and possessed of the corporate power to
issue the Debentures and has taken all necessary corporate actions to
authorise the issuance of the Debentures;
(c) the Issuer has all consents, authorisations and approvals (both
statutory and regulatory, as may be required) pertaining to the issue of
the Debentures;
Logix Soft-tel Private Limited
For private circulation only
Addressed to: Apollo Asia Re Singapore II Pte. Ltd.
Dated: July 15, 2016
Terms Description
(d) the issue of the Debentures will not contravene any provisions of
applicable Law or any order, writ, injunction or decree of any court or
any governmental authority;
(e) the issue of the Debentures will not violate any provisions of the
Memorandum and Articles of Association of the Issuer or any
agreement, license, authorisation, permission or other document by
which the Issuer may be bound or any financing documents entered
into by the Issuer; and
(f) All information provided by the Issuer, Project Companies, Promoter
Entities and Promoters to the Debenture Trustee and Debentureholders
is true and correct in all respects and not misleading as at the date it
was provided or as at the date (if any) at which it is stated and nothing
has occurred and no information has been given or withheld that could
result in the information being incorrect, untrue or misleading in any
respect.
All other Representations and Warranties that may be specified in the
Debenture Trust Deed.
Undertakings by Promoters,
Issuer and the Promoter
Entities
The Issuer, Promoters, and Promoter Entities shall provide such undertakings
satisfactory to the Debentureholders, including but not limited to:
(a) maintain validity of the leases entered by the Project Companies or
other entities with NOIDA with respect to Projects;
(b) each Obligor shall ensure full compliance with all tax filings,
withholding, reporting and payment requirements as may be
applicable under applicable law with respect to the Projects, which
shall include charges paid to NOIDA;
(c) shall deposit all receivables from Projects where the Debenture
Trustee has the first ranking exclusive charge into the relevant TRAs;
(d) shall make payments to meet any shortfall towards any amounts due to
the Debentureholders under the terms of the Debenture Documents;
(e) not to acquire more than 25 acres of land with a maximum upfront
commitment of INR 350,000,000 (Rupees Three Hundred and Fifty
Million Only) for New Projects;
(f) Each Obligor shall maintain comprehensive insurance cover over all
its assets that have been charged under the Debenture Documents;
(g) to comply in material respects with all applicable laws, including but
not limited to environmental Laws, social Laws and taxation related
laws, as applicable;
(h) not to create any further encumbrance in relation to the Mortgaged
Properties and Charged Properties;
(i) not to sell units/land or lease space at a lower price than the approved
annual business plan;
(j) other than an amount not exceeding Rs 100,00,00,000 (Rupees One
Hundred Crores), the Issuer or its respective board of directors or sub-
committees’ of the board of directors, shall not incur any Financial
Indebtedness in any manner; and
(k) At all times ensure listing of the NCDs on BSE in compliance with
applicable listing rules.
All other Undertakings that may be specified in the Debenture Trust Deed.
Information Covenants The Issuer shall provide the following information and documents to the
Debenture Trustee and all the Debentureholders in connection with the Issuer
unless otherwise stated herein:
(a) inform the Debenture Trustee about any material change in the nature
and conduct of business by the Issuer within 15 (fifteen) days of such
change;
Logix Soft-tel Private Limited
For private circulation only
Addressed to: Apollo Asia Re Singapore II Pte. Ltd.
Dated: July 15, 2016
Terms Description
(b) inform the Debenture Trustee of any merger, consolidation,
reorganisation, scheme of arrangement or compromise with
shareholders or effect any scheme of amalgamation or reconstruction;
(c) as soon as reasonably practicable, inform the Debenture Trustee if it
has notice of any application for winding up having been made or any
statutory notice of winding up is given to the Issuer under the Act or
otherwise of any suit or other legal process intended to be filed or
initiated against the Issuer;
(d) forward monthly management accounts including reports related to
sale collections, constructions disbursements for all Projects provided
as security to the Debenture Trustee within 2 weeks from the end of
each month;
(e) forward annual audited financial statements of the Issuer, Project
Companies and Promoter Entities to the Debenture Trustee within
5(five) months from the end of each fiscal year;
(f) forward annual operating budget for Project City Center, Project Neo
World, Project Cyberpark, Project Techno Park, Project Technova,
Project Golf Villa and Project Greens to the Debenture Trustee; and
(g) written notice to Debenture Trustee of material legal proceedings,
inquiries/investigations by governmental authorities and other material
events to be specified in the Debenture Documents.
All other Undertakings that may be specified in the Debenture Trust Deed.
Voluntary Redemption The Issuer may, if it gives the Debenture Trustee and Debentureholders not less
than 14 Business Days’ prior written notice, to redeem the Debentures in whole
or any part prior to the relevant Redemption Date subject to applicable laws:
The Debentureholders shall receive the net Investor IRR, net of all applicable
taxes, on each Debenture being redeemed on the settlement date specified in
the notice above.
Mandatory Prepayment On the occurrence of a Mandatory Prepayment Event, the Issuer shall prepay
all principal amounts outstanding, Interest and all other amounts due and
payable under the Debenture Documents in full to the Debenture
Trustee/Holders within 3 (three) Business Days of receipt of funds from such
Mandatory Redemption Event (each a, “Mandatory Prepayment Date”).
Mandatory Prepayment
Event
Means (i) change of control in relation to the Issuer; (ii) sale of any portion of
Project City Centre/ retail or sale of any shares of Logix Buildtech Private
Limited; (iii) sale of any portion of Project Cyberpark or sale of any shares of
Noida Cyberpark Private Limited; (iv) non-utilization by the Issuer of at least
30% (thirty percent) of the sale proceeds received from sale of any part of the
land/ built up space owned by/ leased to Logix Infra Developers Private
Limited (including Project Neo World) towards redemption of Debentures (v)
occurrence of any Event of Default ; and (vi) If at any time it becomes or will
become unlawful or contrary to any regulation in any applicable jurisdiction for
a Debentureholder to exercise any of its rights as contemplated in the
Debenture Trust Deed;
Mandatory Prepayment
Amount
On occurrence of any of the Mandatory Prepayment Event the Issuer will have
to pay
(i) unpaid Default Interest and/or Extension Interest rate;
(ii) unpaid Deferred Interest;
(iii) unpaid Interest and any costs and expenses due to the
Debentureholders;
(iv) the outstanding principal amount; and
(v) such redemption premium so that the Debentureholders receive an
amount no less than the Investor IRR
Events of Default The Debenture Trust Deed will set out certain customary events of default as
Logix Soft-tel Private Limited
For private circulation only
Addressed to: Apollo Asia Re Singapore II Pte. Ltd.
Dated: July 15, 2016
Terms Description
required under Form PAS-4 of the PAS Rules and Form No. SH-12 of the
Companies (Share Capital and Debentures) Rules, 2014 and other applicable
laws including the indicative list of event of defaults as provided below, the
occurrence of which will lead to all amounts payable under Debentures
becoming immediately due and payable upon notification of the Debenture
Trustee.
The following shall inter alia constitute an Events of Default:
1. Non-payment of any amount due under the Debentures on the due
dates;
2. Failure to deposit all cash flows from the Charged Property in the
TRA;
3. Failure to comply with any any conditions subsequent in relation to
security creation as specified in the Debenture Documents;
4. Failure to make payment of any of the following: Interest, Deferred
Interest, Redemption Amount, Default Interest, Budget Shortfall
Payment and other amounts payable to the Debentureholders under
Debenture Documents within 30 calendar days of the respective due
dates;
5. If the Issuer fails to redeem the Debentures on each of the Redemption
Dates;
6. Illegality of the Investment;
7. In case of any Transaction Document becoming void, illegal or
unenforceable;
8. In respect of Projects, any leases executed by Project Companies with
NOIDA, concession rights, permits or any other operation licenses,
revoked or not renewed upon expiry;
9. Failure to maintain insurance coverage in the Mortgaged Properties
and Project companies;
10. Delisting of the NCD;
11. Any enforcement action on the Mortgaged Properties or the Issuer by
any other lender/investor;
12. Any payment obligations of the Obligors to any secured creditor
(other than those under the Debenture Documents), is not paid when
due (after the expiry of any originally applicable grace period);
13. Failure of the Issuer to pay the Mandatory Prepayment Amount at the
Mandatory Prepayment Date;
14. Cross Default of any indebtedness of the Issuer, Project Companies or
Promoter Entities, with respect to facilities availed by the Issuer,
Project Companies or Promoter Entities from any third party, or with
any other lender including default in making payments to Noida under
the Noida lease deeds which (i) results in termination of any of the
Noida lease deeds; or (ii) results in non-fulfillment/ non-payment of a
payment already re-scheduled by Noida; or (iii) receipt of default/
termination notice from Noida.
15. Insolvency of the Issuer or winding-up (whether voluntarily or
compulsorily);
16. If the Issuer is declared a sick undertaking under the provisions of the
Sick Industrial Undertakings (Special Provisions) Act, 1985 (“SICA”)
or if a reference has been made to BIFR (as defined under SICA) by a
creditor under SICA and the Issuer has not resolved the complaint or
is nationalized or is under the management of the Central
Government;
17. Breach of any material representations and warranties;
18. Breach of any material covenants or other terms and conditions;
Logix Soft-tel Private Limited
For private circulation only
Addressed to: Apollo Asia Re Singapore II Pte. Ltd.
Dated: July 15, 2016
Terms Description
19. Any material adverse event; and
20. Other events categorized as events of default under the Debenture
Trust Deed will set out certain customary events of default as required
under Form No. SH-12 of the Companies (Share Capital and
Debentures) Rules, 2014 and other applicable laws.
In case of event of default, the Debentureholders or the Debenture Trustees
may initiate recovery proceedings / exercise rights available to recover the
outstanding amounts. All defaults related to financial payments shall have a
cure period of 30 days from the occurrence of default, and Default Interest Rate
shall be applicable on the delayed payments. All other defaults shall have a
cure period of 45 days from the occurrence of the default. Defaults relating to
filing of involuntary winding up proceedings against an obligor shall have a
cure period of 90 days from the date of such filing.
Roles and Responsibilities of
the Debenture Trustee
The Issuer has appointed IDBI Trusteeship Services Limited as the Debenture
Trustee for the Issue. All the rights and remedies of the Debentureholders shall
vest in and shall be exercised by the Debenture Trustee without referring to the
Debentureholders. All Investors are deemed to have irrevocably given their
authority and consent to IDBI Trusteeship Services Limited to act as their
Debenture Trustee and for doing such acts and signing such documents to carry
out their duty in such capacity. Any payment by the Issuer to the Debenture
Trustee on behalf of the Debentureholders shall discharge the Issuer pro tanto
to the Debentureholders. The Debenture Trustee shall carry out its duties and
shall perform its functions in accordance with all applicable laws and
regulations including without limitation the New Companies Act, SEBI Debt
Regulations and the Debenture Trustee Regulations as well as the Debenture
Trust Deed and the Shelf Information Memorandum, with due care, diligence
and loyalty. Resignation/ retirement of the Debenture Trustee shall be in
accordance with the terms of the Debenture Trust Deed entered into between
the Issuer and the Debenture Trustee and a notice in writing to the
Debentureholders shall be provided for the same.
The Debenture Trustee shall ensure disclosure of all material events on an on-
going basis. The Debenture Trustee will protect the interest of the
Debentureholders on the occurrence of an Event of Default by the Issuer in
regard to timely payment of interest and repayment of principal and they will
take necessary action at the Issuer’s cost as provided in the Debenture Trust
Deed.
Cross Default All Tranches under this Shelf Information Memorandum shall be cross
collateralized.
Future Borrowings Subject to compliance with the documents relating to the issuance of
Debentures, the Issuer shall be entitled to borrow or raise loans or create
encumbrances or receive financial assistance in whatever form, and also issue
promissory notes or debentures or guarantees or indemnities or other securities,
without the consent of, or notification to the Debentureholders or the Debenture
Trustee in this connection.
Tax Deduction at Source The amount of tax deduction on interest payable on any listed dematerialised
security held by any person resident in India would be subject to the provisions
of the IT Act and any future amendments or modifications thereof or any
bilateral tax treaty, if applicable and all payments by the Issuer shall be paid net
of withholding tax or tax deductions at source.
Modification of Rights The rights, privileges, terms and conditions attached to the Debentures may be
Logix Soft-tel Private Limited
For private circulation only
Addressed to: Apollo Asia Re Singapore II Pte. Ltd.
Dated: July 15, 2016
Terms Description
varied, modified or abrogated with the consent, in writing, of those
Debentureholders who hold at least three fourth of the outstanding amount of
the Debentures or with the sanction accorded pursuant to a Special Resolution
passed at a meeting of the Debentureholders, provided that nothing in such
consent or resolution shall be operative against the Issuer where such consent
or resolution modifies or varies the terms and conditions of the Debentures, if
the same are not acceptable to the Issuer.
Taxes, duties and costs and
expenses
All the payments to be made to the Debentureholders shall be grossed up for all
relevant taxes, duties and levies which are to be borne by the Issuer.
Save and except the tax deducted at source in the manner above, all charges /
fees and any amounts payable under the Debentures by the Issuer to the
Debentureholders as mentioned herein do not include any applicable taxes,
levies including service tax and all such impositions shall be borne by the
Issuer additionally.
Purchase and Sale of
Debentures
The Debentures will be traded on the BSE and such other recognized stock
exchanges on which the Issuer obtains listing of the Debentures after giving
prior notification of such proposed listing to the Debenture Trustee, subject to
applicable laws.
Special Resolution Will be a resolution passed at a meeting of the Debentureholders duly convened
and held in accordance with provisions herein contained and carried by a
majority consisting of such number of Debentureholders which shall represent
not less than 75 (seventy five) % of the nominal value of Debentures then
outstanding or if a poll is demanded by a majority representing not less than 75
(seventy five) % of the nominal value of Debentures then outstanding on such
poll.
Governing Law and
Jurisdiction
The Debentures are governed by and will be construed in accordance with
Indian law. The Issuer, the Debentures and Issuer’s obligations under the
Debentures shall, at all times, be subject to the directions of the SEBI.
The Debentureholders, by purchasing the Debentures, agree that the courts and
tribunals at New Delhi shall have exclusive jurisdiction with respect to matters
relating to the Debentures.
Provisions Applicable to Tranche I Debentures
Tenor
60 months
Issue Size Rs.200,00,00,000/- (Rupees Two Hundred Crores Only)
Face Value Rs. 10,00,000 (Rupees Ten Lakhs only)
Minimum Application 1 Debenture and in multiples of 1 thereafter.
Opening Date of the Issue July 22,2016
Closing Date of the Issue July 25,2016
Pay-in-Date* July 26,2016
Logix Soft-tel Private Limited
For private circulation only
Addressed to: Apollo Asia Re Singapore II Pte. Ltd.
Dated: July 15, 2016
Deemed Date of Allotment July 26,2016
Issuance mode Dematerialised form.
Trading mode Dematerialised form.
Settlement mode Application monies may be remitted to Issuer‘s bank account by RTGS as per
the bank account details of the Issuer
Depository NSDL and CDSL.
Business Day Convention If any of payment (other than the Redemption Amount) falls on a Business
Day, the interest payment shall be made on the immediately succeeding
Business Day along with the interest for such additional period. If the
Redemption Date of the Debentures falls on a day which is not a Business Day,
the redemption proceeds shall be paid on the immediately preceding Business
Day along with the interest accrued on the relevant Tranche until but excluding
the date of such payment.
Record Date 15 (Fifteen) days prior to each Due Date as set out under the Debenture Trust
Deed.
Conditions Precedent The Obligors shall fulfill the following conditions precedent as per the timeline
set out in the Debunture Trust Deed and provide documents, in form and
substance satisfactory to the Debenture Trustee, including but not limited to:
1. All Authorizations, including third party approvals required for
issuance of Tranche I Debentures and creation of the security;
2. Certified true copies of certificate of incorporation, certificate of
commencement of business (if applicable), memorandum and articles,
the constitutional documents of each of the Obligors (excluding the
Promoters).
3. Certified true copies of Board resolution of the Issuer
(a) approving the issue and allotment of the Debentures;
(b) approving the terms of, and the transactions contemplated by, the
Debenture Documents to which it is a party and resolving that it
can execute the Debenture Documents to which it is a party,
including the allotment on private placement basis of the
Debentures to the Debenture Holders and appointment of nominee
directors as required under this Debenture Trust Deed;
(c) authorising the affixation of the common seal on the Debenture
Documents and/or a specified person or persons to execute the
Debenture Documents, to which it is a party, on its behalf; and
(d) authorising a specified person or persons, on its behalf, to sign
and/or despatch all documents and notices to be signed and/or
despatched by it under or in connection with the Debenture
Documents to which it is a party.
4. Certified true copies of board resolution of each of the Co-Obligors
(excluding the Promoters):
(a) approving the terms of, and the transactions contemplated by, the
Debenture Documents to which it is a party and resolving that it
can execute the Debenture Documents to which it is a party,
including the appointment of nominee Directors as required under
this Debenture Trust Deed;
(b) authorizing the borrowing and creation of Security and
authorizing the execution of and undertaking delegation of
obligations under the Debenture Documents;
Logix Soft-tel Private Limited
For private circulation only
Addressed to: Apollo Asia Re Singapore II Pte. Ltd.
Dated: July 15, 2016
(c) authorising the affixation of the common seal on the Debenture
Documents and/or a specified person or persons to execute the
Debenture Documents, to which it is a party, on its behalf; and
(d) authorising a specified person or persons, on its behalf, to sign
and/or despatch all documents and notices to be signed and/or
despatched by it under or in connection with the Debenture
Documents to which it is a party.
5. Duly authorized specimen signatures of the persons authorized by the
resolutions referred to in (3) and (4) above.
6. Completion of all legal, title, technical, financial and environmental
due diligence on each of the Obligors and each of the Projects, to the
satisfaction of the Debenture Holders.
7. Certified true copies of resolution of the shareholders of each of the
Obligors (excluding the Promoters) under Section 186 of the 2013 Act
or a certificate from one of the directors of the Obligors (excluding the
Promoters) confirming non-applicability of Section 186 of the 2013
Act.
8. Certificate from a company secretary or a chartered accountant of the
Obligors (excluding the Promoters) on non applicability of Section
185 of the 2013 Act.
9. Certificate from the director of the Issuer confirming compliance with
provisions of (i) Companies Act, 2013 including Section 42 and
Section 71 of Companies Act,2013; (ii) Companies (Prospectus and
Allotment of Securities) Rules, 2014 and the Companies (Share
Capital and Debenture) Rules, 2014; with respect to issuance of
Debentures by the Issuer.
10. Certificate from a director of the Issuer and the company secretary of
the Issuer confirming compliance with provisions of (i) SEBI
(Debenture Trustees) Regulations, 1993; (ii) SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015; (iii)
SEBI Circular No. CIR/CFD/CMD/6/2015 dated October 13, 2015
and the listing agreement pursuant thereto executed with BSE; (iv)
SEBI (Issue and Listing of Debt Securities) Regulations, 2008; and (v)
the SEBI (Issue and Listing of Debt Securities) (Amendment)
Regulations, 2012; with respect to the listing of Debentures on the
WDM Segment of the BSE.
11. Certificate from the director of the Issuer certifying that as per the last
audited balance sheet of the Issuer for the financial year ending March
31, 2016, the financial assets of the Issuer are not more than 50% (fifty
percent) of its total assets and that the income from financial assets of
the Issuer is not more than 50% (fifty percent) of its gross income,
thereby obviating a need for a non-banking financial company
registration, under RBI Notification RBI/2006-07/158 DNBS (PD)
C.C. No. 81/03.05.002/2006-07.
12. Certificate from the director of the Issuer certifying that in accordance
with Rule 18(3) of the Companies (Issue of Shares and Debenture)
Rules, 2014 and Regulation 26 (6) of the SEBI Issue and Listing of
Debt Regulations, 2008, the value of the shares of the Issuer is
sufficient to meet the secured obligations.
13. Certificate from the director of the Issuer stating the total Financial
Indebtedness of the Issuer as on the date of execution of the Debenture
Trust Deed.
14. Certified true copies of the resolution of the shareholders of the Issuer
under Section 42 of the 2013 Act and in accordance with Rule
14(2)(a) of the Companies (Prospectus and Allotment of Securities)
Logix Soft-tel Private Limited
For private circulation only
Addressed to: Apollo Asia Re Singapore II Pte. Ltd.
Dated: July 15, 2016
Rules, 2014 authorising the offering for issuance by way of private
placement of the Debentures by the Issuer.
15. Each of the Debenture Documents required to be executed prior to
first closing shall have been executed by the respective parties thereto
and shall have become (or, as the case may be, shall remain) effective
in accordance with their respective terms, and shall have been
delivered to the Debenture Trustee.
16. Each of the Debenture Documents shall have been stamped or
adjudicated as appropriate, to the satisfaction of the Debenture
Trustee.
17. De-materialization of shares of each of the Obligors (excluding the
Promoters).
18. All Security Documents to be executed prior to first closing shall have
been executed and the Security to be created prior to the first closing
shall have been created and perfected in favour of the Debenture
Trustee, including the recordal in the records of the concerned sub-
registrar of assurances, of the mortgages created on immovable
properties and filings of forms with the concerned registrar of
companies.
19. Filing of the offer letter and the record with respect to the issuance of
the Tranche I Debentures under relevant form provided under
Companies Act, 2013 by the Issuer, with the registrar of companies, in
accordance with the provisions of Companies Act,2013.
20. Certificate from the chartered accountant of the Issuer confirming that
the Issuer and its directors/ members have the necessary powers under
its memorandum and articles of association to enter into the Debenture
Documents and that the issuance would not cause any borrowing or
other statutory limit binding on the Issuer to be exceeded.
21. The Obligors shall have opened the relevant T&R Accounts required
to be opened prior to the first closing and shall have complied with all
the requirements under the relevant T&R agreements. 22. Certificate from each of the Obligors, certifying, inter alia, that:
(a) all representations and warranties, as applicable under the
executed Debenture Documents are true and correct in all
respects on the date of the certificate;
(b) all Security Documents required to be executed prior to the
first closing have been executed and delivered, as per the
terms of the the Debenture Trust Deed, and the Security
expressed to be created thereby over the assets are not subject
to any prior or subsequent encumbrances other than any
permitted encumbrance;
(c) no Event of Default or material adverse effect or force
majeure event under the material agreements exists as of the
date no earlier than the date of Debenture Trust Deed or
might reasonably be expected to result from the entry into or
performance of the obligations set out in the Debenture
Documents; and
(d) they have performed or complied with, in all respects, all
their respective obligations, covenants and agreements under
the Debenture Trust Deed to the extent that it is required to
be performed.
23. Filing of Form CHG-9 in respect of the Debenture Documents (as
applicable) and for the Security Documents.
24. Filing of Annexure W with the relevant depository, together with
relevant powers of attorney, for creation and taking on record pledge
Logix Soft-tel Private Limited
For private circulation only
Addressed to: Apollo Asia Re Singapore II Pte. Ltd.
Dated: July 15, 2016
as contemplated in this Deed.
25. Receipt of legal opinion from the Debenture Holders’ legal counsel in
relation to the validity and enforceability of the Debenture Documents.
26. Receipt of permission to mortgage from NOIDA for the creation of
mortgage in terms of the mortgage deeds on Project Neo World Land,
in favour of the Debenture Trustee and for execution of the Security
Documents.
27. Receipt of letter from NOIDA confirming that no permission to
mortgage is required from NOIDA for the creation of mortgage in
terms of the mortgage deeds on Project Cyberpark Land and Project
Techno Park Land, in favour of the Debenture Trustee and for
execution of the Security Documents.
28. The Issuer shall have paid all fees, costs, charges and expenses (to the
extent such costs, charges and expenses have been incurred in
accordance with the relevant agreement) payable to or incurred by the
Debenture Trustee and any solicitors, advocates, company secretaries
or consultants used by Debenture Holders/ Debenture Trustee in
connection with the creation and registration of the Security which is
to be created and perfected prior the first closing, with the relevant
registrar(s) of companies.
29. Any other authorization or other document, opinion or assurance
which the Debenture Trustee considers to be necessary or desirable in
connection with the entry into and performance of the transactions
contemplated by any Transaction Document or for the validity and
enforceability of any Debenture Documents, on account of any change
in law from the date of signing of the Debenture Trust Deed and prior
to the Deemed Date of Allotment of the Tranche I Debentures.
30. A copy of the rating letter from the Rating Agency providing a rating
for the Tranche I Debentures.
31. A copy of the in-principle approval letter from BSE for listing of the
Tranche I Debentures.
32. Providing the details of the ISIN number (together with confirmation
from NSDL or CDSL as the case may be) and depository details of the
Issuer and execution of all necessary agreements by the Issuer with the
depository for issuance of Debentures in a dematerialized form.
33. Certificate from the authorized signatory of the Issuer, confirming that
the Tranche I Debentures have not been issued to more than 200 (two
hundred) persons.
34. Transfer of Logix Infra Developers Private Limited (“LIDPL”)
receivables between the period from the date of the Debenture Trust
Deed till the first closing date to the LIDPL t&r account;
35. Original copies of the NOC provided by the following existing lenders
of the Obligors, confirming their no objection to the execution of the
Debenture Documents and the relevant Obligors providing Security to
the Debenture Trustee in accordance with the Debenture Trust Deed
and the Security Documents:
(a) NoC under the term loan agreements executed between, inter alia,
Noida Cyber Park Limited (“NCPL”) and IndusInd Bank Limited
(“NCPL Lender”) in terms whereof, NCPL is required to obtain
the prior consent from NCPL Lender before, inter alia, for
providing pledge on its shares in favour of any person;
(b) NoC under the loan agreement dated July 31, 2013 executed
between, inter alia, IT Enfraservices Private Limited (“IEPL”)
and IndusInd Bank Limited ("IEPL Lender"), in terms whereof,
IEPL is required to obtain the prior consent from IEPL Lender
Logix Soft-tel Private Limited
For private circulation only
Addressed to: Apollo Asia Re Singapore II Pte. Ltd.
Dated: July 15, 2016
before, inter alia, for providing pledge on its shares in favour of
any person;
(c) NoC under the private placement offer letter dated May 15, 2015
and debenture trust deed dated May 21, 2015 ("Piramal
Documents") executed between LCDPL, the Issuer, the
Promoters, VIIPL and IDBI Trusteeship Services Limited, being
the debenture trustee appointed in relation to the debentures
issued under the said documents, prior consent under Piramal
Documents is required for inter alia the Promoters providing
personal guarantees in favour of any Person towards securing/
guaranteeing the obligations of any Person.
Conditions Subsequent Following conditions shall be satisfied by the Issuer, upon subscription to the
Tranche I debentures with the time periods specified below:
1. Within 90 (ninety) days from the Deemed Date of Allotment of the
Tranche I Debentures, NoC under the lease rental discounting facility
agreement dated September 29, 2015 executed between Logix
Buildtech Private Limited (“LBPL”) and Bank of India ("LBPL
Lender"), in terms whereof, Logix Realtors Private Limited
(“LRPL”) is required to obtain the prior consent from LRPL lender
before, inter alia, for (a) creation of mortgage first ranking exclusive
mortgage on pro-rata land pertaining to Project City Centre-office and
creation of a second ranking exclusive mortgage on pro-rata land
pertaining to Project City Centre-mall; and (b) hypothecation of
receivables from Project City Centre-office;
1. On the same day, and in any event no later than 2 (two) Business Day
of the Deemed Date of Allotment of the Tranche I Debentures,
provide to the Debenture Trustee and the Debenture Holders proof of
credit of the Tranche I Debentures to the account of the Debenture
Holders and filing of PAS-5 with the Registrar of Companies;
2. Within 30 (thirty) days from the Deemed Date of Allotment of the
Tranche I Debentures, issuance of end use certificate from its auditor,
certifying the utilization of the Tranche I Debentures in accordance with Clause 3.2 (Purpose) of the Debenture Trust Deed.
3. Within 3 (three) days from the Deemed Date of Allotment of Tranche
I Debentures, filing of the return of allotment with the Registrar of
Companies, in Form PAS-3, as required under Section 42 of
Companies Act, 2013
4. Within 30 (thirty) days from the Deemed Date of Allotment of
Tranche I Debentures, the Issuer shall have paid all fees, costs,
charges and expenses payable to the solicitors, advocates, company
secretaries or consultants used by Debenture Holders/ Debenture
Trustee in connection with the Debentures.
5. Within 7 (seven) days from the Deemed Date of Allotment of Tranche
I Debentures, each of the Project Companies shall have obtained the
directors and officers liability insurance policy for the nominee
directors appointed on their board, in the form and manner acceptable
to the Debentureholders.
6. Within 15 (fifteen) days of the Deemed Date of Allotment of Tranche
I Debentures, list the Tranche I Debentures and execute a listing
agreement with the Bombay Stock Exchange.
7. Within 15 (fifteen) days of the Deemed Date of Allotment of Tranche
I Debentures, the Obligors shall have informed in writing, all its
existing customers/ flat/ unit buyers and all scheduled commercial
banks and other financiers from whom customers/ flat/ Unit buyers in
(i) Project Neo World; (ii) Project Green; and (iii) Project City Centre
Logix Soft-tel Private Limited
For private circulation only
Addressed to: Apollo Asia Re Singapore II Pte. Ltd.
Dated: July 15, 2016
office, have obtained loans of the change in account for the purposes
of making project related payments in the relevant T&R Account to
ensure that all project related payments/ receivables are deposited in
the relevant T&R Account only;
8. Within a period of 15 (fifteen) days from the first closing date, each of
Logix Infratech Private Limited and LIDPL shall close the following
existing bank accounts and transfer all funds lying to the credit of the
said accounts or credited to the said accounts from the date of
execution of the Debenture Trust Deed till the first closing date to the
relevant T&R Accounts. In case one or more of the below-mentioned
existing bank accounts cannot be closed for any reason, then the
Obligors shall inform the Debenture Trustee of the same prior to the
first closing date and in which case the Obligors shall: (a) transfer all
funds lying to the credit of the said accounts or credited to the said
accounts from the date of execution of the Debenture Trust Deed till
the first closing date to the relevant T&R Accounts; (b) appoint the
authorized signatory of the Debenture Holders as joint signatory on
each of the existing bank accounts which cannot be closed; and (c)
give irrevocable standing instructions to their bankers, on or prior to
the first closing, to transfer all amounts to be credited to such existing
bank account(s), on and from the first closing date, to the relevant
T&R Accounts on real time basis:
S.
No.
Obligors Bank Name Existing Bank
Account Nos.
1. LIPL HDFC Bank 15928630000101
Syndicate Bank 90951010002671
ICICI Bank 003105029286
2. LIDPL Kotak Bank Ltd 0411393081
HDFC Bank 50200001739357
ICICI Bank Ltd 003105501083
9. Within 90 (ninety) days of the Deemed Date of Allotment of Tranche I
Debentures, LIDPL shall have obtained consent to establish issued by
the Uttar Pradesh Pollution Control Board for the construction and
development of the Project Neo World.
10. Within 60 (sixty) days of the Deemed Date of Allotment of Tranche I
Debentures, LBPL shall have received the renewed height clearance
certificate from the Airports Authority of India for Project City Centre.
Other conditions subsequent specified in the Debenture Trust Deed.
CASH FLOWS OF THE ISSUE FOR TRANCHE I DEBENTURES
Cash Flows Date No. of days in
Series Interest
Period
Total Cash Flows (Rs in
Cr) Note 1
1th Interest Payment date 26-Jul-17 365 24
2th Interest Payment date 26-Oct-17 92 6
3th Interest Payment date 26-Jan-18 92 6
4th Interest Payment date 26-Apr-18 90 6
5th Interest Payment date 26-Jul-18 91 6
