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Private & Confidential – For Private Circulation

Only

(This Shelf Disclosure Document is neither a

Prospectus nor a Statement in Lieu of Prospectus)

Dated: February 8, 2016

Serial No.: ________________________

SHELF DISCLOSURE DOCUMENT

PANYAM CEMENTS AND MINERAL INDUSTRIES LIMITED (A public limited company incorporated under the Companies Act, 1913 and limited by shares)

Registered Office: C-1, Industrial Estate, Nandyal 518 502, Andhra Pradesh, India

Corporate Office: Plot No.188, Phase II Kamalapuri Colony, Hyderabad 500 073, Telangana State,

India

Corporate Identification Number: L26940AP1955PLC000546

Date of Incorporation: June 23, 1955

Contact Person: Mr. J. Hanumantha Rao

Telephone No.: +91 40 2355 5317

Email: [email protected] Fax: +91 40 2355 5316

Website: www.panyamcements.com

This Shelf Disclosure Document is neither a prospectus nor a statement in lieu of

prospectus. This Disclosure Document is prepared and issued in accordance with

Schedule I under Regulation 19(3), Regulation 21 and Regulation 21A of and other

applicable provisions of the SEBI (Issue and Listing of Debt Securities) Regulations,

2008, issued vide Circular No. LAD-NRO/GN/2008/13/127878 dated June 06, 2008, as

amended by SEBI (Issue and Listing of Debt Securities) (Amendment) Regulations, 2012

issued vide Circular No. LAD-NRO/GN/2012-13/19/5392 dated October 12, 2012 and

CIR/IMD/DF/18/2013 dated October 29, 2013, SEBI (Issue and Listing of Debt

Securities) (Amendment) Regulations, 2014 issued vide Circular No. LAD-NRO/GN/2013-

14/43/207 dated January 31, 2014 and SEBI (Issue and Listing of Debt Securities)

(Amendment) Regulations, 2015 issued vide Circular No. LAD-NRO/GN/2014-15/25/539

dated March 24, 2015 and Section 42 of the Companies Act, 2013 read with the

Companies (Prospectus and Allotment of Securities) Rules, 2014.

Private placement of up to 978 (nine hundred and seventy eight) rated, secured and redeemable, to

be listed non-convertible debentures (“Debentures”) of the face value of Rs.10,00,000/- (Rupees

Ten Lakhs only) each, to be issued at par, aggregating to Rs. 97,80,00,000/- (Rupees Ninety Seven

Crore and Eighty Lakh only).

GENERAL RISKS

As the issue is being made on a private placement basis, this Disclosure Document has not been

cleared by the Securities and Exchange Board of India ("SEBI"). The Issue has not been

recommended or approved by SEBI nor does SEBI guarantee the accuracy or adequacy of this

Disclosure Document. Specific attention of Investors is invited to the statement of Risk Factors of

Private and Confidential (For private circulation only)

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this Disclosure Document. The Investors (defined below) are advised to read the risk factors

carefully before taking an investment decision in this Issue. Investment in debt and debt related

securities involve a degree of risk and the Investors should not invest any funds in the debt

instruments, unless they can afford to take the risks attached to such investments. For taking an

investment decision, Investors must rely on their own examination of the Issue and the Disclosure

Document, including the risks involved.

Investors should carefully read and note the contents of the Disclosure Document. Each

prospective investor should make its own independent assessment of the merit of the investment

in Debentures and the Issuer. Prospective investor 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 suitability of such investment to such investor’s particular circumstance.

Prospective investors are required to make their own independent evaluation and judgment before

making the investment and are believed to be experienced in investing in debt markets and are

able to bear the economic risk of investing in such instruments.

ISSUE SCHEDULE

For First Tranche Debentures:

Issue Opens on :

Issue Closes on:

First Deemed Allotment Date:

The Issuer reserves the right to change the Issue Schedule including the First Deemed Allotment

Date at its sole discretion, without giving any reasons or prior notice. The Issue shall be open for

subscription during the banking hours on each day during the period covered by the Issue Schedule.

The Issue shall be subject to the terms and conditions of this Disclosure Document filed with the

Stock Exchange and other documents in relation to the Issue.

BACKGROUND

This Disclosure Document is neither a prospectus nor a statement in lieu of a prospectus. This is

only an information brochure in the form of a single initial Disclosure Document, intended for

private use and should not be construed to be a prospectus and/or an invitation to the public for

subscription to the public for subscription to the Debentures under any law for the time being in

force. This Disclosure Document is in compliance with the applicable requirement of the regulatory

authorities and has been prepared giving the details as on December 29, 2015. The Debentures

shall be issued in one or more tranches on the terms and conditions set forth in this Disclosure

Document read together with the Debenture Trust Deed (defined below). The Company shall, vide

relevant Addendum to Shelf Disclosure Document (defined below), provide details of material

changes, if any, to the information provided in this Disclosure Document.

The Debentures are to be issued in one or more tranches.

CREDIT RATING

The Debentures are rated by Credit Analysis & Research Limited as CARE B- (Single B Minus)


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instruments with this rating the Debentures are considered to be of “have high risk of default

regarding timely servicing of financial obligations”. Credit Analysis & Research Limited has taken

considerable steps to avoid any data distortion; however, it does not examine the precision or

completeness of the information obtained. And hence, the information in the rating report is

presented “as is” without any express or implied warranty of any kind. Credit Analysis & Research

Limited does not make any representation in respect to the truth or accuracy of any such

information. The rating assigned by Credit Analysis & Research Limited should be treated as an

opinion rather than a recommendation to buy, sell or hold the rated instrument and Credit Analysis

& Research Limited shall not be liable for any losses incurred by users from any use of this report

or its contents. Credit Analysis & Research Limited has assigned the rating based on the

information obtained from the Issuer and other reliable sources, which are deemed to be accurate.

The rating is not a recommendation to buy, sell or hold securities and the Investors should take

their own decisions. The rating may be subject to revision or withdrawal at any time by the

assigning rating agency on the basis of new information and each rating should be evaluated

independently of any other rating.

RISK IN RELATION TO THE ISSUE

There has been no formal market for the Debentures of the Issuer. No assurances can be given

regarding an active or sustained trading in the Debentures of the Issuer or regarding the price at

which the Debentures will trade after listing.

LISTING

The Debentures are proposed to be listed on the wholesale debt market (“WDM”) of BSE Limited

(“BSE”) in the manner set out in Debenture Documents.

THIS DISCLOSURE DOCUMENT IS DATED FEBRUARY 8, 2016.

DEBENTURE TRUSTEE REGISTRAR TO THE ISSUE

IDBI TRUSTEE SERVICES LIMITED,

Address: Asian Building, Ground Floor

17, R. Kamani Marg, Bellard Estate

Mumbai 400 001, Maharashtra, India.

Phone: 022-4080 7000

Fax: 022-6631 1776

Email: [email protected]

Website: www.idbitrustee.com

Contact Person: Ms. Meera Iyarr

XL SOFTECH SYSTEMS LIMITED

Address: 3, Sagar Society, Road No.2

Banjara Hills

Hyderabad 500 034 Telengana State, India.

Phone: 040-23545913/14/15

Fax: 040-23553214

Email: [email protected]

Website: www.xlsoftech.com

Contact Person: Mr. R. Ramprasad

ISSUER’S ABSOLUTE RESPONSIBILITY

The Issuer, having made all reasonable inquiries, accepts responsibility for and confirms that this

Disclosure Document together with the other Debenture Documents as on date and to the best of

its knowledge contains all information as required under Schedule I of SEBI (Issue and Listing of

Debt Securities) Regulations, 2008; SEBI (Issue and Listing of Debt Securities) (Amendment)

Regulations, 2012; SEBI (Issue and Listing of Debt Securities) (Amendment) Regulations, 2014;

and SEBI (Issue and Listing of Debt Securities) (Amendment) Regulations, 2015 with regard to the

Issuer and the Issue, which is material in the context of the Issue, that the information contained


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in the Disclosure Document and the other Debenture Documents is true and correct in all material

aspects and is not misleading in any material respect, that the opinions and intentions expressed

therein are honestly held and that there are no other facts, the omission of which makes this

Disclosure Document as a whole and the other Debenture Documents or any of such information

or the expression of any such opinions or intentions misleading in any material respect.

Note: This Disclosure Document is neither a prospectus nor a statement in lieu of a prospectus. This

is only an information brochure intended for private circulation and should not be construed to be a

prospectus and/or an invitation to the public for subscription to Debentures under any law for the

time being in force.


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DISCLAIMERS

DISCLAIMER OF THE ISSUER

The Issuer has prepared this Disclosure Document and the Issuer is solely responsible and liable for

its contents. The Issuer will comply with all laws, rules and regulations and has obtained all

regulatory, governmental, corporate and other necessary approvals for the issuance of the

Debentures. The Issuer confirms that all the information contained in this Disclosure Document has

been provided by the Issuer or is from publicly available information.

This Disclosure Document is neither a Prospectus nor a Statement in lieu of a Prospectus under the

Act. The issue of Debentures to be listed on the BSE has been made strictly on a private placement

basis. It does not constitute and shall not be deemed to constitute an offer or an invitation to

subscribe to the Debentures to the public in general. Multiple copies hereof given to the same entity

shall be deemed to be given to the same person and shall be treated as such.

This Disclosure Document has been prepared in conformity with the SEBI (Issue and Listing of Debt

Securities) Regulations, 2008 issued vide circular no. LAD-NRO/GN/2008/13/127878 dated June 06,

2008, as amended and SEBI (Issue and Listing of Debt Securities) (Amendment) Regulations, 2012

issued vide circular no. LAD-NRO/GN/2012-13/19/5392 dated October 12, 2012, as amended

CIR/IMD/DF/18/2013 dated October 29, 2013 and the SEBI (Issue and Listing of Debt Securities)

(amendment) regulations, 2014 issued vide circular no. LAD-NRO/GN/2013-14/43/207 dated January

31, 2014 and SEBI (Issue and Listing of Debt Securities) (Amendment) Regulations, 2015 issued vide

Circular No. LAD-NRO/GN/2014-15/25/539 dated March 24, 2015. Therefore, as per the applicable

provisions, copy of this Disclosure Document has not been filed or submitted to the SEBI for its

review and/or approval.

The Company shall submit / has submitted the Private Placement Offer Letter in prescribed form PAS

– 4 with the ROC (defined below) in terms of Section 42 of the Companies Act, 2013 and the rules

prescribed thereunder and other applicable provisions.

This Issue is made to investors as specified under clause “Eligible Investors” of this Disclosure

Document, who shall be specifically approached by the Company. This Disclosure Document does not

constitute an offer to sell or an invitation to subscribe to Debentures offered hereby to any person to

whom it is not specifically addressed.

This Disclosure Document has been prepared for the purpose of listing of the Debentures issued /

proposed to be issued by the Issuer in the manner set out in the Debenture Documents (defined

herein below). This Disclosure Document has been prepared to provide general information about the

Issuer. This Disclosure Document does not purport to contain all the information that any potential

investor may require or may consider material. Neither this Disclosure Document 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 Disclosure Document should not consider such receipt a

recommendation to purchase any Debentures.

The Issuer confirms that, as of the date hereof, this Disclosure Document (including the documents

incorporated by reference herein, if any) contains all information that is material in the context of the

issuance and allotment of the Debentures, 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, not misleading. No


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Person has been authorized in any manner, to give any information or to make any representation

not contained or incorporated by reference in this Disclosure Document 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 Investors should carefully read this Disclosure Document before making any decisions in respect

of participating in the Debentures. This Disclosure Document is for general information purposes only,

without regard to specific objectives, suitability, financial situations and needs of any particular

person. This Disclosure Document and the contents hereof are restricted for only the intended

recipient(s) who have been addressed directly and specifically through a communication by the

Issuer. All investors are required to comply with the relevant regulations/guidelines applicable to

them. It is not intended for distribution to any other Person and should not be reproduced by the

recipient. No invitation is being made to any Persons other than those to whom Application Forms

(defined below) along with this Disclosure Document being issued have been sent. Any application by

a person to whom the Disclosure Document has not been sent by the Issuer shall be rejected without

assigning any reason.

Persons into whose possession this Disclosure Document and the Addendum to Shelf Disclosure

Document comes are required to inform themselves about and to observe any such restrictions. The

Disclosure Document is made available to the Investors in the Issue on the strict understanding that

it is confidential.

The person who is in receipt of this Disclosure Document and the Addendum to Shelf Disclosure

Document shall not reproduce or distribute in whole or part or make any announcement in public or

to a third party regarding the contents without the consent of the Issuer. The Issuer does not

undertake to update the Disclosure Document to reflect subsequent events after the date of the

Disclosure Document 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 Disclosure Document nor any Issue of Debentures made hereunder shall,

under any circumstances, constitute a representation or create any implication that there has been no

change in the affairs of the Issuer since the date hereof. This Disclosure Document and Addendum to

Shelf Disclosure Document do 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 the Debentures or the distribution of this Disclosure Document and Addendum to Shelf

Disclosure Document in any jurisdiction where such action is required.

This Disclosure Document is confidential and is made available to potential investors in the

Debentures on the understanding that it is confidential. Recipients are not entitled to use any of the

information contained in this Disclosure Document for any purpose other than in assisting to decide

whether or not to participate in the Debentures. This document and information contained herein or

any part of it does not constitute or purport to constitute investment advice in publicly accessible

media and should not be printed, reproduced, transmitted, sold, distributed or published by the

recipient without the prior written approval from the Company. This Disclosure Document has not

been approved and will or may not be reviewed or approved by any statutory or regulatory authority

in India or by any stock exchange in India.


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Issuer hereby declares that the Issuer has exercised due-diligence to ensure complete compliance of

applicable disclosure norms in this Disclosure Document.

Without prejudice to the aforesaid and the contents of this Disclosure Document, the Issuer

acknowledges that the Investors may notwithstanding anything to the contrary contained herein,

including any risk factors, rely fully and completely on the agreements, terms, warranties,

representations and covenants of the Issuer and the Promoter (as defined below) in the

DebentureDocuments and in the event of any conflict, the terms of the Debenture Documents shall

prevail over this Disclosure Document. Nothing contained herein shall prejudice the rights of the

Investors to the indemnities, security and/or other comforts provided in the other Debenture

Documents.

DISCLAIMER OF THE SECURITIES AND EXCHANGE BOARD OF INDIA

This Disclosure Document has not been filed with SEBI. The Debentures have not been recommended

or approved by SEBI nor does SEBI guarantee the accuracy or adequacy of this Disclosure Document.

It is to be distinctly understood that this Disclosure Document should not, in any way, be deemed or

construed that the same has been cleared or vetted by SEBI. SEBI does not take any responsibility

either for the financial soundness of the any scheme or the project for which the Issue is proposed to

be made or for the correctness of the statements made or opinions expressed in this Disclosure

Document. The issue of Debentures being made on private placement basis, filing of this Disclosure

Document is not required with SEBI; however SEBI reserves the right to take up at any point of time,

with the Company, any irregularities or lapses in this Disclosure Document.

DISCLAIMER OF THE STOCK EXCHANGE

As required, a copy of this Disclosure Document will be submitted to BSE for hosting the same on its

website. It is to be distinctly understood that such submission of the document with BSE or hosting

the same on its website should not in any way be deemed or construed that the Disclosure Document

has been cleared or approved by BSE nor does it in any manner warrant, certify or endorse the

correctness or completeness of any of the contents of this Disclosure Document nor does it warrant

that this Issuer’s Debentures will be listed or continue to be listed on the Wholesale Debt Market

Segment of the BSE nor does it take responsibility for the financial or other soundness of the Issuer,

its Promoter, its management or any scheme or project of the Company. Every person who desires to

apply for or otherwise acquire any Debentures of the Issuer may do so pursuant to independent

inquiry, investigation and analysis and shall not have any claim against the Wholesale Debt Market

Segment of 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.

DISCLAIMER OF THE TRUSTEE

The Debenture Trustee does not confer any guarantee and will not be responsible for any non-

payment of interest and redemption and or any loss suffered or any claim made by debenture

holder(s).


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DISCLAIMER IN RESPECT OF RATING AGENCIES

The credit ratings are only opinions on credit quality and are not recommendations to sanction,

renew, disburse or recall the concerned bank facilities or to buy, sell or hold any security. The Credit

Rating Agency has based its ratings on information obtained from sources believed by it to be

accurate and reliable. The Credit Rating Agency does not, however, guarantee the accuracy,

adequacy or completeness of any information and is not responsible for any errors or omissions or for

the results obtained from the use of such information. Most entities whose bank facilities/instruments

are rated by the Credit Rating Agency have paid a credit rating fee, based on the amount and type of

bank facilities/ instruments.

ISSUE OF DEBENTURES IN DEMATERIALISED FORM

The Issuer has made arrangements with the Depositories for the Issue of the Debentures in

dematerialised form. Investors will have to hold the Debentures in dematerialised form only as per

the provisions of Depositories Act, 1996. The Issuer shall take necessary steps to credit the

Debentures allotted to the beneficiary account maintained by the Investor with its depository

participant. The Issuer will make the Allotment of the Debentures to Investors on the respective

Deemed Dates of Allotment after verification of the Application Form, the accompanying documents

and on realisation of the application monies.

CAUTIONARY NOTE

This Disclosure Document and Addendum to Shelf Disclosure Document is not intended to provide the

sole basis of any credit decision or other evaluation and should not be considered as a

recommendation that any recipients of this Disclosure Document and Addendum to Shelf Disclosure

Document should invest in the Debentures proposed to be issued by the Company. Each potential

Investor should make its own independent assessment of the investment merit of the Debentures and

the Company. 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 analyse such investment and the suitability of such

investment to such Investor’s particular circumstance.

This Disclosure Document and Addendum to Shelf Disclosure Document is made/ will be made

available to potential Investors on the strict understanding that it is confidential. Recipients shall not

be entitled to use any of the information provided in this Disclosure Document and Addendum to

Shelf Disclosure Document other than for the purpose of deciding whether or not to invest in the

Debentures. potential Investors are invited to review the Debenture Documents (defined below)

which provide complete details surrounding the transaction described herein and which will be

available for inspection at the registered office of the Issuer from 10 am to 5 pm on all Business

Days.

No person including any employee of the Company has been authorized to give any information or to

make any representation not contained in this Disclosure Document and Addendum to Shelf

Disclosure Document. Any information or representation not contained herein must not be relied upon

as having being authorized by or on behalf of the Company. Neither the delivery of this Disclosure

Document at any time nor any statement made in connection with the offering of the Debentures

shall under the circumstances imply that any information/representation contained herein is correct at

any time subsequent to the date of this Disclosure Document. The distribution of this Disclosure


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Document or the Application Forms and the offer, sale, pledge or disposal of the Debentures may be

restricted by law in certain jurisdictions. This Disclosure Document does not constitute an offer to sell

or an invitation to subscribe to the Debentures in any jurisdiction to any person to whom it is unlawful

to make such offer or invitation in such jurisdiction. Persons into whose possession this Disclosure

Document and Addendum to Shelf Disclosure Document comes are required by the Company to

inform themselves about and observe any such restrictions.


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SECTION 1: DEFINITIONS & ABBREVIATIONS

Act Means the Companies Act, 2013 to the extent notified and the

Companies Act, 1956 to the extent not repealed or any statutory

modifications or re-enactment thereof for the time being in force

and rules enacted thereunder.

Addendum to Shelf

Disclosure Document

Means all such amendments to the Shelf Disclosure Document as

may be required to be filed / has been filed under Applicable Law

for Issue and listing of the Remaining Tranche Debentures.

The terms and conditions of the Remaining Tranche Debentures

shall be set out in the Addendum to the Shelf Disclosure Document.

Affiliate Means (i) in case of any Party (other than a natural person) mean

any Person which, directly or indirectly, Controls a Party or is

Controlled by the said Party or is under common Control with the

said Party, where “Control” shall mean (a) ownership or control

(whether directly or otherwise) of more than 50% of the equity

share capital, voting capital, or the like of the controlled entity; or

(b) ownership of equity share capital, voting capital, or the like by

contract or otherwise, control of, power to control the composition

of, or power to appoint, majority of the members of the board of

directors or other equivalent or analogous body of the controlled

entity or (ii) in case of any Party which is a natural person, mean

the Relative of such natural person.

Allot/ Allotment/ Allotted Unless the context otherwise requires or implies, the allotment of

the Debentures pursuant to the Issue.

Amounts Due Means at any time all amounts payable by the Company to the

Debenture Holders pursuant to the terms of the Debenture

Documents pertaining to the Debentures, including without

limitation:

(a) The Subscription Amount, Coupon, Maturity Premium and all

other obligations and liabilities of the Company, including

indemnities, Default Interest, fees (including Debenture

Trustee’s fee) arising out of or in connection with the

Debentures, if any, or any other Transaction Documents;

(b) Any and all sums expended by the Debenture Holders

and/or the Debenture Trustee in order to preserve the

Security or Security Interest therein;

(c) Any and all expenses incurred by the Debenture Holders

and/or the Debenture Trustee for enforcement and

collection of its outstanding dues including expenses of


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enforcement and realization of the Security;

(d) Legal fees payable for this transaction, and all other costs,

charges and expenses, redemption proceeds and other

amounts due and payable by the Company in respect of the

Debentures; and

(e) All the monies pertaining to the issue, listing and rating of

the Debentures including the Credit Rating Agency’s fee and

all fees and costs relating to the listing of the Debentures.

Application Form Means the form used by the recipient of this Disclosure Document,

to apply for subscription to the Debentures, which is annexed to

this Disclosure Document and marked as ANNEXURE – 6.

Applicable Law or Law Means any statute, enactment or act of any legislative body in

India, law, judgment, ordinance, order, decree, clearance, bye-

laws, regulation, rule of law, notification, guideline, policy,

direction, directive and order of any Governmental Authority or

determination by, or any interpretation or administration of any of

the foregoing by, any statutory or regulatory authority, whether in

effect as of the date of any Debenture Documents or thereafter

and in each case any modifications or re-enactments thereof.

Board Means the Board of Directors of the Issuer and shall include a

committee thereof.

Business Day Means a day which is not:

(i) A public holiday under Section 25 of the Negotiable

Instruments Act, 1881 (26 of 1881) as applicable at respective

places; or

(ii) A Sunday; or

(iii) Any other day when the clearing facility offered by the

Reserve Bank of India is unavailable.

Cure Period Means a period of 15 (fifteen) days from the date of occurrence of

the Event of Default in case of any financial event of Default, and

in case of any other default, a period of 60 (sixty) days from the

date of occurrence of the Event of Default.

CDSL Means the Central Depository Services (India) Limited.

Capital Expenditure Means the capital expenditure to be incurred by the Company for

the purchase of equipment, the details whereof are more

particularly set out in the Transaction Documents.


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Credit Rating Agency Means Credit Analysis & Research Limited having its offices at 4th

Floor, Godrej Coliseum, Somaiya Hospital Road, Opp.Eastern

Express Highway, Sion (E), Mumbai 400 022.

Credit Rating Letter Means the final credit rating letter dated February 1, 2016 of the

Credit Rating Agency allotting a credit rating of CARE B- (Single B

Minus).

DP Means Depository Participant.

DP ID Means Depository Participant Identification Number.

Debentures Means collectively the First Tranche Debentures and Remaining

Tranche Debentures.

First Tranche Debentures Means up to 330 (three hundred and thirty) secured, rated, listed,

redeemable, non-convertible debenture(s) in the dematerialised

form, of face value Rs.10,00,000/- (Rupees ten lakh only) each for

cash at par, aggregating up to Rs. 33,00,00,000/- (Rupees Thirty

Three Crores only).

Remaining Tranche

Debentures

Collectively means the subsequent tranches of Debentures that will

be issued.

Debenture Subscription

Amount or Subscription

Amount

Shall collectively mean the First Tranche Subscription Amount and

the Subsequent Tranche Subscription Amount.

First Tranche Subscription

Amount

Means an amount of Rs. 33,00,00,000/- (Rupees Thirty Three

Crores only) towards subscription of the First Tranche Debentures.

Subsequent Tranche

Subscription Amount

Means an amount of Rs. 64,80,00,000/- (Rupees Sixty Four Crores

and Eighty Lakh only) towards subscription of the Remaining

Tranche Debentures.

Debenture Documents Means collectively this Shelf Disclosure Document and the

Debenture Trust Deed.

Debenture Holder(s)/

Investors

Includes the Subscriber and shall mean the holders of the

Debentures from time to time and includes their transferees or

assigns or such other persons who are for the time being holders of

the Debentures and whose names are entered in the register of

debenture holders of the Company.

Debenture Trust Deed Means the Debenture Trust Deed to be entered into inter alia by

and between the Issuer and the Debenture Trustee.

Debenture Trustee Means IDBI Trusteeship Services Limited, a company incorporated

under the provisions of the Companies Act, 1956, and having its


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registered office at Asian Building, Ground Floor, 17, R. Kamani

Marg, Ballard Estate, Mumbai – 400 001, to be appointed as the

Debenture Trustee for the benefit of the Debenture Holders and

shall include its successors and assigns; being appointed in terms

of the Consent Letter dated January 18, 2016 numbered 5955/

ITSL/ OPR/ CL/ 15-16/ DEB/ 925.

Deemed Dates of Allotment Collectively means the First Deemed Allotment Date and the

Subsequent Deemed Allotment Dates.

First Deemed Allotment Date Means the date on which the First Tranche Debentures are allotted

to the Debenture Holders pursuant to the Shelf Disclosure

Document. It is hereby clarified that the First Tranche Debentures

shall be allotted to the Debenture Holders prior to March 31, 2016,

and the First Deemed Allotment Date shall, in no event, occur after

March 31, 2016.

In the event the First Deemed Allotment Date does not occur by

March 31, 2016, the Subscriber shall not be obligated to subscribe

to the Debentures.

Subsequent Deemed

Allotment Dates

Means the dates on which the Remaining Tranche Debentures are

to be allotted to the Debenture Holders. It is further clarified that

all the Remaining Tranche Debentures shall be issued and allotted

by the Company within 180 (one hundred and eighty) days from

the First Deemed Allotment Date and in the event the Remaining

Tranche Debentures are not issued and allotted within 180 (one

hundred and eighty) days from the First Deemed Allotment Date,

the Subscriber shall not be obligated to subscribe to such

Remaining Tranche Debentures which were not issued and allotted

within 180 (one hundred and eighty) days from the First Deemed

Allotment Date.

Deed(s) of Guarantee Means the Deed of Guarantee to be executed by Mr. S. P. Y. Reddy

and Mr. S. Sreedhar Reddy in favour of the Debenture Trustee, in

the form and manner acceptable to the Debenture Trustee.

Deeds of Hypothecation Means the Deed of Hypothecation to be executed inter alia by the

Issuer in favour of the Debenture Trustee, in the form and manner

acceptable to the Debenture Trustee.

Default Interest Means a default interest of 2% (two per cent) per annum (over and

above the Coupon) payable in case the Company defaults to repay

the Subscription Amount and/or the Coupon on the respective due

date. It is clarified that the aforesaid Default Interest shall be paid

on the defaulted amounts for the period during which the default

continues or 1 (one) month, whichever is higher. Such Default

Interest shall be paid along with the defaulted amount.


14

Depositories Means NSDL or CDSL, collectively, and “Depository” shall

accordingly mean a reference to NSDL or CDSL, as the context may

require.

Shelf Disclosure Document

or Disclosure Document

Means this Shelf Disclosure Document dated February 8, 2016.

Equity Share Means equity share of the Company of face value of Rs.10/-

(Rupees Ten only) each.

Escrow Account Means the account of the Company opened/ to be opened with the

Escrow Bank for the purposes of depositing and transfer of the

Subscription Amount or part thereof.

Escrow Bank Means Kotak Mahindra Bank Limited, a company incorporated

under the Companies Act, 1956 and licensed under the Banking

Regulation Act, 1949 having its registered office at 2nd Floor,

27BKC, Plot No. C-27, G Block, Bandra-Kurla Complex, Bandra

(East), Mumbai 400 051, Maharashtra, India and acting through its

branch office located at Mittal Court, Nariman Point, Mumbai,

Maharashtra, India.

Encumbrance Means any right, title and/or interest or equity of any nature

whatsoever (including any right to acquire, option or right of pre-

emption) or any mortgage, pledge, deed of trust, hypothecation,

right of others (including right of set-off or counterclaim), claim,

security interest, burden, title defect, title retention agreement,

lease, sublease, license, voting trust agreement, interest, option,

proxy, lien, charge, covenant, condition, purchase agreement,

actionable claim or any security agreement, security arrangement,

any arrangement (for the purpose of, or which has the effect of,

granting security), or any agreement, whether conditional or

otherwise, to create any of the above, arbitration, lis pendens,

prohibitory or court orders, decree or attachment (either before or

after judgment), notices from any authorities, other restriction/s,

limitations or encumbrance of any nature whatsoever.

Event(s) of Default Means any of the following event of default:

(a) Any failure/ breach/ default by the Company and the

Promoters to comply with the terms, conditions and

covenants of this Deed and/ or any of the Transaction

Documents;

(b) Failure/ breach/ default by the Company to meet its

payment obligations (including principal amount, interest,

maturity premium, or default interest, etc.) when they

become due in respect of the Debentures or to redeem the


15

Debentures as provided in this Deed or under any of the

Transaction Documents;

(c) Any representation, Warranties or statement made or

deemed to be made or repeated by the Company and

Promoters pursuant to this Deed, the other Transaction

Documents, or in any notice, certificate or statement

referred to herein or therein or delivered hereunder or

thereunder is or proves to be materially incorrect or

misleading in any manner;

(d) The Company or the Promoters ceasing or deciding to cease

to carry on Business or giving a notice of its intention to do

so;

(e) The Company or the Promoters take any action or any legal

proceedings are started or other steps taken for (i) it to be

adjudicated or found insolvent or bankrupt; (ii) it’s winding-

up or dissolution; or (iii) the appointment of a liquidator,

administrator, trustee or receiver or similar officer for it or

the whole or any part of any of its undertaking, assets or

properties;

(f) Attachment or restraint is levied on any properties on which

Security is created as provided in this Deed and/or other


(g) Failure on the part of the Company and/or the Promoters to

create or cause the creation of the Security in the manner

and within the timelines stipulated in this Deed and/or other


(h) Failure or breach on the part of the Company to redeem the

Debentures;

(i) If the Company or the Promoters or any third party, without

the prior written consent of the Debenture Trustee, creates

or attempts to create any Encumbrance over the Security

except as permitted under the Transaction Documents;

(j) If the Security or any part thereof is prejudicially affected in

any manner whatsoever;

(k) Institution of any claim, demand, suit, proceeding,

prosecution, inquiry or investigation of any nature, civil,

criminal, regulatory or otherwise, by or before any court,

tribunal, arbitrator or other judicial / quasi-judicial authority,

against the Company and / or the Secured Properties;


16

(l) Occurrence of any Liquidity Event;

(m) Occurrence of a Material Adverse Effect;

(n) Change in the management and / or Control of the

Company;

(o) Any transfer of any securities held by the Promoters in

contravention of this Deed;

(p) The Company failing to complete the conditions subsequent

as set out in the Shelf Disclosure Document and the

Addendum to the Shelf Disclosure Document within the

timelines specified therein;

(q) The title of the Company to the Secured Properties being

found defective;

(r) Any breach in the Utilisation of the Subscription Amount;

(s) Cross Default

(i) Any Financial Indebtedness of the Obligors is not paid

when due or within any originally applicable grace

period; or

(ii) Any Financial Indebtedness of the Obligors is declared

to be or otherwise becomes due and payable before

its specified maturity; or

(iii) if it is likely to have Material Adverse Effect on the

obligations of the Obligors under this Deed.

(t) Any creditor of the Obligors becomes entitled to declare any

Financial Indebtedness of the Obligor and payable before its

specified maturity as a result of an event of default

(however described) or if the payment has become due

upon maturity.

Financial Year/ FY Means 12 (twelve) months period commencing from April 1 of a

particular calendar year and ending on March 31 of the subsequent

calendar year.

Conditions Precedent Means the conditions to be fulfilled by the Company prior to

Deemed Date of Allotment, as elaborated in the Debenture Trust

Deed.


17

Conditions Subsequent Means the conditions to be fulfilled by the Company subsequent to

the Deemed Date of Allotment, as elaborated in the Debenture

Trust Deed.

Government Authority/

Governmental Authority

Means any government authority, statutory authority, department,

agency, commission, board, tribunal or court or any other law, rule

or regulation making entity having jurisdiction on behalf of the

Republic of India or any State or other subdivision thereof or any

municipality, district or other subdivision thereof, including any

municipal/local authority having jurisdiction over any matter

pertaining to Company.

Financial Indebtedness Means any indebtedness for or in respect of:

(a) moneys borrowed;

(b) any amount raised by acceptance under any acceptance credit

facility;

(c) the amount of any liability in respect of any lease or hire

purchase contract which would, in accordance with GAAP, be

treated as a finance or capital lease;

(d) receivables sold or discounted (other than any receivables to

the extent they are sold on a non-recourse basis);

(e) any amount raised under any other transaction (including any

forward sale or purchase agreement) having the commercial

effect of a borrowing;

(f) 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 mark-to-market value shall be taken into

account);

(g) the supply of any goods or services which is more than 30

(thirty) Business Days past the original due date for payment;

and

(h) any counter-indemnity obligation in respect of the guarantee,

indemnity, bond, standby or documentary letter of credit or

any other instrument issued by a bank or financial institution;

(I) the amount of any liability in respect of any guarantee or

indemnity for any of the items referred to in paragraphs (a) to

(h) above.


18

INR or Rs. or Re.

Means Indian National Rupees, the lawful currency of India.

IT Act Means the Income Tax Act, 1961 as amended from time to time

and the rules framed thereunder.

First Tranche Debentures Means up to 330 (three hundred and thirty) secured, rated, listed,

redeemable, non-convertible debenture(s) in the dematerialised

form, of face value Rs.10,00,000/- (Rupees ten lakh only) each for

cash at par, aggregating up to Rs. 33,00,00,000/- (Rupees Thirty

Three Crores only) issued as per the terms and conditions set out

in ANNEXURE – 1 hereto pursuant to this Disclosure Document.

Remaining Tranche

Debentures

The Debentures issued post issued of the First Tranche Debentures

as per the terms and conditions determined by the Company and

set out in the Addendum to Shelf Disclosure Document as may be

released by the Company.

Issue Means this issue of the Debentures under this Disclosure Document

and Addendum to Shelf Disclosure Document (if any).

Hypothecated Assets Collectively means the First Hypothecated Assets and Second

Hypothecated Assets.

First Hypothecated Assets Shall have the meaning ascribed to the term in the Debenture Trust

Deed.

Second Hypothecated Assets Shall have the meaning ascribed to the term in the Debenture Trust

Deed.

Issuer/ Company Means Panyam Cements and Mineral Industries Limited, a public

company incorporated under the Companies Act, 1913 having

Corporate Identity Number: L26940AP1955PLC000546 and

registered office at C-1, Industrial Estate, Nandyal – 518 502,

Andhra Pradesh, India.

Indian GAAP Means the accounting standards notified by Companies (Accounting

Standards) Rules, 2006 (as amended) under relevant provisions of

the Act and the Rules made thereunder.

Liquidity Event Means any of the following:

(a) an amalgamation in which the Company is the transferor

company and the consideration is received in cash, stock or

any other form or a combination thereof;

(b) a sale or transfer, by any method (including a trade sale), of

all or substantially all of the Shares or assets of the Company

or any of the undertakings or business divisions of the


19

Company for cash, stock or consideration in any other form or

a combination thereof or the exclusive licensing of

substantially all of the Company’s intellectual property;

(c) a liquidation, dissolution or winding-up of the Company

including, without limitation, a compulsory liquidation;

sale of assets of the Company other than in the ordinary course of

business.

Material Adverse Effect Means the effect or consequence of any event, occurrence, fact,

condition, change, development or circumstance which will or is

likely to:

i. result in a change in law, regulations, etc. that affects the

enforceability of any of the Transaction Documents; and/or

ii. be prejudicial to the business, assets, operations of the

Secured Properties, performance, condition (financial or

otherwise) or prospects of the Company; and/or

iii. adversely impacts the Security; and/or

iv. affect the right or ability of the Company to construct and

develop the Property; and/or

v. be adverse to the ability of the Company and/or Promoters to

enter into or perform or comply with any of its obligations

under this Agreement or any of the Transaction Documents in

accordance with the terms thereof; and/or

vi. adversely impact the validity and enforceability of this

Agreement or any of the Transaction Documents and the

rights and remedies of the Debenture Holders under the

Transaction Documents.

It is clarified that in the event of any difference in opinion on the

occurrence, existence and/or continuation of a Material Adverse

Effect, the decision of the Debenture Trustee in this regard shall be

final and binding on the Obligors

.

Moratorium Period Means the period of 11 (eleven) months from the First Deemed

Allotment Date.

Majority Debenture Holders Means the Debenture Holders of the Company holding an

aggregate amount representing not less than 51% (fifty one

percent) of the value of the nominal amount of the Debentures of

the Company, outstanding for the time being.


20

Mortgaged Assets Means the property admeasuring 232.33 acres situated Cement

Nagar, Kurnool District, Nandyal – 518 506, Andhra Pradesh, India,

as further described under the Debenture Trust Deed, and all

building thereupon and all structures, fixtures, plant & machinery

etc. permanently fastened to earth or attached to anything

permanently fastened to earth.

Maturity Premium The Debenture Holder(s) shall be entitled for an IRR of 22%

(Twenty Two Percent) on the Subscription Amount for the entire

term of the Debentures. The Maturity Premium shall be payable to

the Debenture Holder(s) by the Company at the time of redemption

of the Debenture.

N. A. Not Applicable

NSDL Means the National Securities Depository Limited

PAN Means Permanent Account Number

Person Means an individual, natural person, corporation, partnership,

limited liability partnership, joint venture, incorporated or

unincorporated body or association, company, government or

subdivision thereof.

Pledged Shares Means the aggregate shareholding of the Pledgors constituting

51% (fifty one per cent) of the issued equity share capital of the

Company on a fully diluted basis, the details whereof are set out in

the Debenture Trust Deed.

Pledgors Shall have the meaning ascribed to the term in the Debenture Trust

Deed.

Repayment Schedule Shall have the meaning as ascribed in ANNEXURE – 1 hereto.

Private Placement Offer

Letter

Means the Private Placement Offer Letter dated February 8, 2016 in

Form PAS-4 under Section 42 of the Act read with Rule 14 of the

Companies (Prospectus an Allotment of Securities) Rules, 2014 and

other applicable provisions, issued along with this Disclosure

Document.

Promoter Means (1) Mr. S. P. Y. Reddy; and (2) Mr. S. Sreedhar Reddy.

RBI Means the Reserve Bank of India.

Rating Agency / Credit

Rating Agency

Credit Analysis and Research Limited.

Registrar / R&T Agent Means the Registrar to the Issue, in this case XL Softech Systems


21

Limited.

Relative Means ‘Relative’ as defined under the Companies Act, 2013.

Repayment Date /

Redemption Date

Means each date mentioned in the Repayment Schedule on which

the Company is obliged to redeem/ repay the First Tranche

Debentures as stated in the Term Sheet below.

Repayment Installment Means the amount payable by the Company on each Repayment

Date as set out in the Repayment Schedule.

ROC Means Registrar of Companies.

Secured Obligations Means all present and future obligations and liabilities (whether

financial, performance or otherwise, whether actual or contingent

and whether owed jointly or severally or in any other capacity

whatsoever) of the Company to the Debenture Holders and/or

Debenture Trustee including in connection with the Issue and

subscription of the Debentures, repayment of its Amounts Due and

the creation and maintenance of Security and all costs and

expenses incurred relation thereto under the Transaction

Documents.

SEBI Means the Securities and Exchange Board of India.

SEBI Debt Listing

Regulations

Means the SEBI (Issue and Listing of Debt Securities) Regulations,

2008 issued by SEBI, as amended by the SEBI (Issue and Listing of

Debt Securities) (Amendment) Regulations, 2012, SEBI (Issue and

Listing of Debt Securities) (Amendment) Regulations, 2014 and the

Securities and Exchange Board of India (Listing Obligations and

Disclosure Requirements) Regulations, 2015from time to time.

Security Documents Means and includes:

(1) The Memorandum of Entry to be executed for recording

the first pari passu charge by way of mortgage on the

immovable fixed assets of the Company;

(2) The Deed of Hypothecation to be entered into by and

between the Company and the Debenture Trustee;

(3) The Deed of Guarantee to be issued by Mr. S.P.Y. Reddy;

(4) The Deed of Guarantee to be issued by Mr. S. Sreedhar

Reddy; and

(5) The Share Pledge Agreement to be entered into by and

between the Pledgors, the Company and the Debenture


22

Trustee for recording the pledge 51% shareholding of the

Company held by the promoter group.

Security Interest Means:

(a) a mortgage, charge, pledge, hypothecation, lien or other

encumbrance securing any obligation of any Person;

(b) any arrangement under which money or claims to money, or

the benefit of, a bank or other account may be applied, set off

or made subject to a combination of accounts so as to effect

discharge of any sum owed or payable to any Person; or

(1) any other type of preferential arrangement (including any title

transfer and retention arrangement) having a similar effect.

Share Pledge Agreement Means the Share Pledge Agreement to be entered for securing the

Debentures.

Stock Exchange/ Exchange/

BSE

Means the BSE Limited.

Secured Properties Shall collectively mean the Mortgaged Assets and the Hypothecated

Assets.

Subscription Account Means the current account to be opened/ opened by the Company

for deposit of the Debenture Subscription Amount.

Tax Means all forms of present and future taxes (including but not

limited to indirect taxes such as service tax, value added tax),

deductions, withholdings, duties, imposts, levies, cesses, fees,

charges, social security contributions and rates imposed, levied,

collected, withheld or assessed by any Governmental Authority or

other taxing authority in India and any interest, additional taxation

penalty, surcharge, cess or fine in connection therewith and the

term "Taxes" shall be construed accordingly.

Term Sheet Means the term sheet issued by the Company containing the terms

of the First Tranche Debentures and attached as ANNEXURE – 1

(Term Sheet) to this Disclosure Document.

The terms and conditions of the Remaining Tranche Debentures

shall be set out in the Addendum to the Shelf Disclosure Document.

Transaction Documents Collectively means the following:

(1) this Shelf Disclosure Document;

(2) the Debenture Trust Deed;


23

(3) the Security Documents; and

(4) any other agreements, deeds or documents entered into

between the Parties in relation to the transaction being

contemplated under this Agreement and designated as such by

the Parties.

“We”, “Us”, “Our” Means, unless the context otherwise requires, the Issuer.

WDMS / WDM Means the Whole Sale Debt Market Segment of BSE.


24

SECTION 2: REGULATORY DISCLOSURES

The Disclosure Document is prepared in accordance with the provisions of SEBI Debt Listing

Regulations and in this section, the Issuer has set out the details required as per Schedule I

of the SEBI Debt Listing Regulations.

2.1 Documents Submitted to the Stock Exchange:

The following documents have been/ shall be submitted to the Stock Exchange:

A. Memorandum and articles of association of the Issuer and necessary resolution(s) for the

allotment of the Debentures;

B. Copy of audited annual reports for the last 3 (three) years;

C. Statement containing particulars of, dates of, and parties to all material contracts and

agreements;

D. Copy of the resolution dated February 1, 2016 passed by the Board authorizing the

borrowing, issuance and allotment of the Debentures and list of authorized signatories;

E. Copy of the special resolution passed by the shareholders of the Company at the

extraordinary general meeting held on September 27, 2014 authorizing the Board of Directors

to borrow, for the purpose of the Company, upon such terms as the board of directors of the

Company may think fit, up to an aggregate limit of Rs. 50,0,00,00,000/- (Rupees Five

Hundred Crore only) and authorizing the Board to issue and allot the Debentures;

F. An undertaking from the Issuer stating that the necessary documents for the creation of the

charge, including the Debenture Trust Deed would be executed within the time frame

prescribed in the relevant regulations, acts and rules and the same would be uploaded on the

website of the Registrar of Companies, where the debt securities have been listed, within 7

(seven) working days of execution of the same;

G. Any other particulars or documents that the recognized stock exchange may call for as it

deems fit; and

H. An undertaking that permission/ consent from the prior creditor for a second or pari passu

charge being created, where applicable, in favour of the trustees to the proposed issue has

been obtained.

2.2 Documents Submitted to the Debenture Trustee

The Company has submitted/ shall submit documents to the Debenture Trustee that are

required for the allotment of the Debentures, including:

A. Memorandum and Articles of Association of the Issuer and necessary resolution(s) for the

Allotment of the Debentures;

B. Copy of audited annual reports for the last 3 (three) years;


25

C. Statement containing particulars of, dates of, and parties to all material contracts and

agreements;

D. Latest audited / limited review half yearly consolidated (wherever available) and standalone

financial information (profit & loss statement, balance sheet and cash flow statement) and

auditor qualifications, if any;

E. An undertaking to the effect that the Company would, till the redemption of the Debentures:

(a) submit the details mentioned in point (IV) above to the Debenture Trustee within the

timelines as mentioned in ‘simplified listing agreement’ issued by SEBI vide circular

no. SEBI/IMD/BOND/1/2009/11/05 dated 11 May 2009 as amended from time to

time for furnishing/ publishing its half yearly/ annual result; and

(b) submit a copy of the latest annual report to the Debenture Trustee within 180 (one

hundred and eighty) days from the end of the Financial Year that shall be shared by

the Debenture Trustee to the Debenture Holders within 2(two) working days of their

specific request.

2.3 Issuer Information

Sr.

No. Particulars Details

1 Registered office of the Issuer C-1, Industrial Estate, Nandyal 518502, Andhra

Pradesh, India.

2 Corporate office of the Issuer Plot No.188, Kamalapuri Colony Phase II

Hyderabad 500 073, Telangana State, India.

3 Compliance officer of the Issuer Mr. J. Hanumantha Rao

4 CFO of the Issuer Mr. S. Nageswara Reddy

5 Arrangers, if any, of the

instrument Nil

6 Trustee of the Issue IDBI Trusteeship Services Limited.

7 Registrar of the Issue XL Softech Systems Limited.

8 Credit Rating Agency of the

Issue Credit Analysis & Research Limited.

9 Auditors of the Issuer M/s. Brahmayya & Co., Chartered Accountants,

Adoni

2.4 A brief summary of the business/ activities of the Issuer and its line of business:

The Company is engaged in the manufacture and selling of the ordinary Portland cement

(OPC); portland pozzolana cement (PPC) and slag Cement.

The Issuer is a public limited company registered under the Companies Act, 1956 with its

registered office at C-1, Industrial Estate, Nandyal 518502, Andhra Pradesh, India.


26

2.4.2 Corporate Structure

As per ANNEXURE – 2

2.4.3 Brief Profile of the directors of the Issuer

(1) Mr. S. Sreedhar Reddy, Managing Director

Mr. Sajjala Sreedhar Reddy, aged about 39 years, is a B.Tech. Graduate from Sri

Venkateswara University, Tirupathi. He is associated with the Nandi group activities

since 2000. He stays at Nandyal and takes care of all the group units at Nandyal. He

is also the Managing Director of SPY Agro Industries Limited

(2) Mr. V. Suresh Kumar

Mr. V. Sureshkumar, aged about 40 years has completed B.E. in Computer Science

and M.Sc. in Physics from BITS, Pilani. He got extensive experience in managing

projects in VLSL. He has extensively travelled to Japan, Germany and USA and

gained vast industrial experience.

(3) Mr. V. Ramnath

Mr. V. Ramnath, aged about 51 years, is an engineering graduate in civil and is

having about 28 years of industrial experience having worked in different

capacities/positions. His guidance and services are immense for further growth of

the company.

(4) Dr. R. K. Prasad Sunkara

Dr. R. K. Prasad Sunkara, aged about 68 years, is a Doctor by Profession having

practice at USA. He is a NRI Director and on the Board of Company. He is having

about 35 years of experience in medical field.

(5) Mrs. V. Aravinda Rani

Mrs. V. Aravinda Rani, aged about 33 years, is a graduate in Mechanical Engineering

from the prestigious GPREC Kurnool. An academician by profession, currently she is

the key founder member of Nandi academy, an international standards based school

that offers all-round development of students through project based learning,

adopting varied curriculum like Exceed, Multiple intelligence techniques etc with CBSE

and IGCSE affiliations.

Mrs. V. Aravinda Rani also participates in the day-to-day operational and financial

decisions in the Nandi Group of Companies. Her vast experience will be an added

advantage to the growth of the company.

(6) Mr. P. J. Reddy, Independent Director


27

Mr. P. J. Reddy is a Mechanical Engineer with PG in Materials Management and

having about 40 years of experience in Cement Industry in various capacities. He has

worked with ACC, Andhra Cements, Deccan Cements and Panyam Cements as Vice-

President during the period December, 2004 to June, 2010. He has good skills in

Project execution, optimization of production and power. He has the credit of

executing three projects in Deccan Cements and one in Panyam Cements.

(7) Mr. . S. Panduranga Rao, Independent Director

Mr. S. P. Rao, aged about 69 years is a Mechanical Engineer and also done his M.

Tech. from IIT, Kharagpur. He has worked as Senior Vice-President in My Home

Cement Industries, Andhra Pradesh. He has also worked in Continental Cement Plant

of 4500 TPD Shandong Province of China. He was responsible for supervision of

erection and commissioning of the plant. He has also associated with LV Technology,

Bangkok and also at Thailand as Chief Advisor over seeking a 5000 TPD clinker

production line in Malaysia.

2.4.4 Key Operational and Financial Parameters* for the last 3 audited years

*covering the following on a consolidated or standalone basis, wherever applicable

(Amounts in Rs. Crores)

Parameters

Half year

(FY 2016) FY 2015 FY 2014 FY 2013

Net Worth 23.85 14.46 29.83 34.09

Total Debt 65.62 97.81 106.19 82.90

Comprising

Non-Current

Maturities of Long-

term Borrowings

19.00 50.72 59.34

33.73

Short Term

Borrowings

31.02 30.76 30.70 31.54

Current Maturities

of Long-term

Borrowings

15.55 16.33 16.15 17.63

Net Fixed Assets 93.95 97.86 102.45 106.82

Non-Current Assets 47.11 44.07 39.12 39.34

Cash and Cash Equivalents 2.96 2.80 2.38 1.40

Current Investments 0.85 0.94 0.94 6.60

Current Assets 90.52 76.46 71.24 84.65

Current Liabilities 177.64 141.96 109.59 114.47

Net Sales 119.34 88.98 47.65 102.26

EBITDA 20.18 2.56 15.28 43.19

EBIT 17.09 (-)3.37 8.67 35.09

Interest 6.81 11.79 12.93 12.60


28

Parameters

Half year

(FY 2016) FY 2015 FY 2014 FY 2013

PAT 9.39 (-)15.15 (-)4.26 17.49

Dividend Amounts - - -

Current Ratio 0.51 0.54 0.65 0.74

Interest Coverage Ratio 10.37 12.05 12.17 15.19

Gross Debt/Equity Ratio 2.75 3.50 3.56 2.43

Debt Service Coverage Ratios - - - -

Assets Under Management

Off Balance Sheet Assets

Interest Income 3.10 5.11 4.38 4.71

Interest Expense 6.78 11.35 12.48 12.33

Provisioning & Write-offs - - - -

Profit After Tax 9.39 (-)15.16 (-)4.26 (-)17.49

Gross NPA (%) - - - -

Net NPA (%) - - - -

Tier I Capital Adequacy Ratio

(%)

- - - -

Tier II Capital Adequacy Ratio

(%)

- - - -

Total Capital Adequacy Ratio (%) - - - -

2.4.5 Gross Debt / Equity Ratio of the Issuer:

Before the issue of debt securities 65.62

After the issue of debt securities 163.48

2.5 A brief history of the Issuer since its incorporation giving details of its following

activities:

2.5.1 Details of Share Capital as on last quarter end:

Authorized Share Capital Amount (INR)

Equity Share Capital 185000000

Preference Share Capital 30000000

Total 215000000

Issued, Subscribed and Paid-up Share

Capital

Equity Share Capital 160181390

Equity-Forfeited shares (5540 shares) 29795

Preference Share Capital 1929900

Total 162141085

2.5.2 Details of any reorganization, reconstruction or amalgamation:


29

NIL

2.5.3 Changes in its capital structure as on last quarter end, for the last five years:

No change since last five years.

2.5.4 Equity share capital history of the Issuer as on last quarter end, for the last five

years:

There are no changes in the share capital during the last 5 years:

2.5.5 Details of any acquisition or amalgamation in the last 1 (one) year:

NIL

2.5.6 Details of any Reorganization or Reconstruction in the last 1 year:

NIL

2.6 Details of the shareholding of the Issuer as on the latest quarter end:

A. Shareholding pattern of the Issuer as on last quarter end:

Sr. No. Particulars Total No of

Equity Shares

No of shares in

demat form

TotalShareholdi

ng as % of total

no of equity

shares

1. Promoters

(a) S.P.Y.Reddy 1681404 1681404 10.50

(b) S.Sreedhar Reddy 1776007 1776007 11.12

(c) V.Suresh Kumar 1843752 1843752 11.51

(d) S.Parvathy 921861 921861 5.76

(e) S.Sujala 1106274 1106274 6.91

(f) V.Aravinda Rani 1033081 1033081 6.45

(g) Late Francis Reddy 500 0.00

TOTAL 8367879 8367379 52.24

2. Mutual Funds 1150 600 0.01

3. Insurance Companies 58110 57260 0.36

4. Foreign Institutional

Investors

3588235 3588235 22.40

5. Body Corporates 266602 184872 1.66

6. Individual shareholders 3637720 2805860 22.71

7. NRIs 55284 54974 0.35

8. Clearing Members 43159 43159 0.27

TOTAL 16018139 15102339 100.00


30

B. List of top 10 holders of equity shares of the Issuer as on the latest quarter end:

Sr. No

Name of the

shareholders

Total No of

Equity

Shares

No of shares in

demat form

Total

shareholding as

% of total no of

equity shares

1. V.Suresh Kumar 1843752 1843752 11.51

2 S.P.Y.Reddy 1681404 1681404 10.50

3 S.Sreedhar Reddy 1528038 1528038 9.54

4 Copthall Mauritius

Investment Limited

1380700 1380700 8.62

5 Sujala Sajjala 1106274 1106274 6.91

6 V.Aravinda Rani 1033081 1033081 6.45

7 S.Parvathy 921861 921861 5.78

8 Eight Capital India(M)Ltd. 620651 620651 3.87

9 Deutsche Securities

Mauritius Limited

607784 607784 3.79

10 Deutsche Securities

Mauritius Limited

600000 600000 3.75

C. List of top 10 holders of debt securities of the Issuer as on the latest quarter end:

NIL

D. Following details regarding the directors of the Issuer:

(a) Details of the current directors of the Issuer*

Name,

Designation

and DIN

Age Address Director of

the Issuer since

Details of

other directorship

S.Sreedhar Reddy

Managing Director

DIN NO. 01440442

39 D.No.30/726,Bomm

alasatram, Nandyal

Kurnool Dt., A.P.

18.08.2004 M/s. S.P.Y.Agro Industries Ltd.,

M/s. Nandi Polymers India Pvt Ltd.,

M/s. Anantha PVC Pipes Private Limited

M/s. Sreekanth Pipes Private Limited.,

M/s. Suraj Water Tanks Pvt Ltd.,

M/s. Nandyala Gases Private Limited.,

M/s. Nandi Irrigation Systems Limited

M/s. Nandi CPVC Pipe Products India Pvt

Ltd.,

M/s. Nandi Oxygen Private Ltd.,

M/s. Nandi Grain Derivatives Pvt Ltd.,

M/s. Nandi Concrete Products Pvt Ltd.,

M/s. Nandi Pumps Pvt Ltd.,

M/s. Nandi Metals Pvt Ltd

M/s. Padila Automation Pvt Ltd.,

V.Ramnath 59 Plot No.23, 18.11.1992 M/s. Velco Technologies Limited.,


31

Name,

Designation

and DIN

Age Address Director of

the Issuer since

Details of

other directorship

Director

DIN No. 01303846

Navodaya Co.Op.

Housing Society

Nandi Nagar

Banjara Hills,

Hyderabad 500 034

M/s. Cheran Cement Limited

M/s. Bon Sante Banking Company Limited.,

M/s. Tegra Digital Pvt ltd.,

Dr.Ramakrishna

Prasad Sunkara

Director

DIN No.02451497

69 1908,Trout Valley

Road,Champaign

Illinois 61821 USA

26.11.1994 NIL

V.Suresh Kumar

Promoter Director

DIN No.01788268

42 D.No.30/726,Bomm

alasatram, Nandyal

Kurnool Dt., A.P.

15.09.2011 M/s. Kasura Technologies Pvt Ltd

M/s. Nandi Grain Derivatives Pvt Ltd

M/s. Sujala Infrastructure Pvt Ltd

M/s. Nandi Tradeimpex Pvt Ltd.,

M/s. Integrated Thermoplastics Limited.,

M/s. Telangana Pipes Pvt Ltd.,

V.Aravinda Rani

DIN No.01241976

36 D.No.30/726,Bomm

alasatram, Nandyal

Kurnool Dt., A.P

13.08.2014 M/s.Sujala Feeds Pvt Ltd

M/s.Nandi Pipes Pvt Ltd

M/s.Sreekanth Trading Pvt Ltd

M/s. Nandi Milk Products Pvt Ltd

M/s. Nandi Pipes Hyderabad Pvt Ltd.,

M/s. S.P.Y.Agro Industries Ltd.,

M/s. Nandhi PVC Products Pvt Ltd

M/s.Monarch Water Containers Pvt Ltd

M/s.Integrated Thermoplastics Limited.,

M/s. Sreekanth Pipes Pvt Ltd.,


M/s.Nandi Polymers India Pvt Ltd.,

M/s.Anantha PVC Pipes Pvt Ltd.

P.Jayarama Reddy

Director

DIN No.07053207

69 Block No.26, Flat

No.501, Rain Tree

Park, Malasian

Township,

K.P.H.B.Colony,

Kukatpally,

Hyderabad 500 072

31.12.2014 N I L

S.Panduranga Rao

Director

DIN No.07339056

69 202,Shree Kalyana

Plaza,

706/707,Defence

Colony, Sainikpuri

Secunderabad

500094

30.11.2015 N I L

*Issuer to disclose name of the current directors who are appearing in the RBI defaulter listand/or

ECGC default list, if any. - Nil


32

(b) Details of change in directors since last three years:

Name, Designation

and DIN

Date of

Appointment /

Resignation

Director of the

Company since (in

case of resignation)

Remarks

D.Krishna Mohan

DIN No.03114761

22.09.2012 30.10.2004 Resignation

S.P.Y.Reddy

Din No.

01.04.2014 18.08.2004 Resignation

A.Sreenivasulu Reddy

Din No. 02956004

05.05.2014 15.09.2011 Resignation

A.Sathya Bhushana Rao

Din.No.

30.05.2014 18.11.1992 Resignation

A.V.Narasimha Reddy

Din. No. 01369162

20.04.2015 01.06.2009 Resignation

V.Aravinda Rani 13.08.2014 Appointment

P.Jayarama Reddy 31.12.2014 Appointment

S.Panduranga Rao 30.11.2015 Appointment

2.7 Following details regarding the auditors of the Issuer:

2.7.1 Details of the auditors of the Issuer:-

Name Address Auditor Since

M/s.Brahmayya & Co.,

(Firm Registration

No.000514S

Chartered Accountants

S.K.D. Colony – Extension

Adoni 518 301

Kurnool District, A.P.

Since inception of the

Company.

2.7.2 Details of change in auditor since last three years:

NIL

2.8 Details of borrowings of the Issuer as on the latest quarter end i.e. 30.09.2015:

2.8.1 Details of Secured Loan Facilities as on latest quarter ending on 30.09.2015:

Enclosed

(Amount in Rs. crs)

Lender’s

Name

Type of

Facility

Amount

Sanctioned

Principal

Amount

outstanding

Repayment Date

/ Schedule

Security


33

Lender’s

Name

Type of

Facility

Amount

Sanctioned

Principal

Amount

outstanding

Repayment Date

/ Schedule

Security

SBI

SBH

IOB

KOTAK

TERM LOAN

CORP. LAON

CASH CREDIT

TERM LOAN

TERM LOAN

CORP LOAN

CASH CREDIT

TERM LOAN

TERM LOAN

CASH CREDIT

ADHOC

TERM LOAN

10.00

6.50

16.00

21.70

5.40

3.00

8.00

10.50

1.50

6.00

1.50

3.00

8.12

6.59

16.23

4.17

1.71

3.15

8.11

3.90

0.91

6.18

1.50

0.89

APR15 TO MAR20

SEP15 TO SEP19

DEC10 TO MAR16

DEC12 TO JUN18

SEP15 TO SEP19

DEC10 TO SEP17

DEC12 TO SEP18

OCT15 TO AUG20

PARI PASSU 1ST CHARGE ON FA

DO

PARI PASSU 1ST CHARGE ON CA


DO

DO



DO



VEHICLES / SHARES

2.8.2 Details of Unsecured Loan Facilities as on latest quarter end i.e.30.09.2015:

NIL

2.8.3 Details of non-convertible debentures as on latest quarter end i.e. 30.09.2015:

NIL

2.8.4 List of Top 10 Debenture Holders as on latest quarter end i.e. 30.09.2015:

NIL

Note: Top 10 holders’ (in value terms, on cumulative basis for all outstanding debentures

issues) details should be provided.

2.8.5 The amount of corporate guarantee issued by the Issuer along with name of the

counterparty (like name of the subsidiary, JV entity, group company, etc.) on

behalf of whom it has been issued:

S. P. Y. Agro Industries Limited - Corporate Guarantee Amount. Rs. 205.39 cr.

Cheran Cement Limited - Corporate Guarantee Amount Rs. 2.50 cr.

2.8.6 Details of Commercial Paper: The total Face Value of Commercial Papers

Outstanding as on the latest quarter end to be provided and its breakup in

following table:

NIL

2.8.7 Details of rest of the borrowing (if any including hybrid debt like FCCB, Optionally

Convertible Debentures / Preference Shares) as on 30.09.2015:

NIL


34

2.8.8 Details of all default/s and/or delay in payments of interest and principal of any

kind of term loans, debt securities and other financial indebtedness including

corporate guarantee issued by the Issuer, in the past 5 years:

There was some delay in payment of interest and installments to the banks. However, the

aforesaid account is standard with all the banks.

2.8.9 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;

NIL

2.9 Details of Promoters of the Issuer:

2.9.1 Details of Promoter Holding in the Issuer as on the latest quarter end:

Sr.

No

Name of the

Shareholders

Total Noof

Equity

Shares

No of shares

in demat

form

Total

shareholdi

ng as % of

total no of

equity

shares

No of

Shares

Pledged

% of

Shares

pledged

with

respect

to shares

owned.

1. S.P.Y.Reddy 1681404 1681404 10.50 1681404 100

2. S.Sreedhar Reddy 1776007 1776007 11.12 1528038 86.03

3. V.Suresh Kumar 1843752 1843752 11.51 Nil Nil

4. S.Parvathy 921861 921861 5.76 Nil Nil

5. S.Sujala 1106274 1106274 6.91 1106274 100

6. V.Aravinda Rani 1033081 1033081 6.45 1033081 100

7. Late Francis Reddy 500 0.00 - -

TOTAL 8367879 8367879 52.24 5348797 63.92

2.9.2 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.

The Company does not have any subsidiaries. The Audited Financial Statements for the last

three years enclosed.

2.9.3 Abridged version of Latest Audited / Limited Review Half Yearly consolidated

(wherever available) and Standalone Financial Information (like Profit & Loss

statement, and Balance Sheet) and auditor’s qualifications, if any. *

The Company does not have any subsidiaries. The limited review half-yearly financial

statements for the period ended September 30, 2015 is enclosed.


35

2.9.4 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.

Other than details given in this Disclosure Document, there is no material event/ development

or change at the time of issuance of this document which may affect the issue or the

Subscriber’s decision to subscribe to invest in the Debentures.

2.10 The names of the debenture trustee(s) shall be mentioned withstatement to the

effect that debenture trustee(s) has given his consent to the Issuer for his

appointment under regulation 4 (4) and in all the subsequent periodical

communications sent to the holders of debt securities.

The Issuer has appointed IDBI Trusteeship Services Limited as Debenture Trustee for the

benefit of the Debenture Holders pursuant to the Consent Letter dated January 18, 2016 to

protect the rights, interests and benefits of the Debenture Holders. The Debenture Trustee

shall act in accordance with the Debenture Trust Deed and any other documents to be

executed for the Debentures.

IDBI Trusteeship Services Limited has, vide its letter dated January 18, 2016 and the

Debenture Trust Deed, given its consent for its appointment as a Debenture Trustee to the

Issue, and for its name to be included in this Disclosure Document and all its subsequent

periodical communications to be sent to the Debentures Holders pursuant to this Issue.

2.11 The detailed rating rationale(s) adopted (not older than one year on the date of

opening of the issue)/ credit rating letter issued (not older than one month on the

date of opening of the issue) by the rating agencies shall be disclosed.

The Debentures are rated as CARE B- (Single B Minus), by the Rating Agency. This credit

rating assigned by the rating agencies and indicates that have high risk of default regarding

timely servicing of financial obligations.

The ratings are not a recommendation to buy, sell or hold securities and investors should

take their own decisions. The rating may be subject to revision, suspension or withdrawal at

any time by the assigning rating agency on the basis of additional information evaluated by

the assigning rating agency and each rating should be evaluated independently of any other

ratings. Ratings do not comment on the adequacy of market price, the suitability of any

investment, loan or security for a particular investor (including without limitation, any

accounting and/or regulatory treatment), or the tax-exempt nature or taxability of payments

made in respect of any investment, loan or security. The Credit Rating Agency is not your

advisor, nor is it providing to you or any other party any financial advice, or any legal,

auditing, accounting, appraisal, valuation or actuarial services. The ratings may be raised,

lowered, withdrawn or placed on rating watch due to changes in, additions to, accuracy of, or

the inadequacy of, information or for any other reason the Credit Rating Agency deems

sufficient.

The letter from the credit rating agency providing the credit rating has been attached


36

herewith as ANNEXURE - 4.

2.12 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

2.13 Copy of consent letter from the Debenture Trustee shall be disclosed.

The consent letter dated January 18, 2016 is enclosed as ANNEXURE - 5.

2.14 Names of all the recognised stock exchanges where the debt securities are

proposed to be listed clearly indicating the designated stock exchange.

The Debentures are proposed to be listed on the wholesale debt market (WDM) of BSE,

which will be the designated stock exchange.

The Issuer shall list the Debentures on the WDM of BSE within 15 (fifteen) Business days from

the respective Deemed Dates of Allotment. In case the Debentures allotted to the Debenture

Holders are not listed within 15 (fifteen) Business Days from the respective Deemed Dates of

Allotment, for any reason, then the Issuer would immediately redeem / buy back the

Debentures from the Debenture Holders such that the Debenture Holders receive the

Debenture Subscription Amount. In case of delay of listing of the Debentures beyond 15

(fifteen) Business Days from the respective Deemed Dates of Allotment, then the Issuer shall

be liable to pay the Default Interest.

2.15 Other details

2.15.2 DRR creation - relevant regulations and applicability.

The Issuer shall create a DRR and credit to the DRR such amounts as applicable under

Section 71 of the Companies Act, 2013, Rule 18 of the Companies (Share Capital and

Debentures) Rules, 2014 and all other Applicable Laws, circulars, notifications, guidelines as

validly issued from time to time under this Section.

2.15.3 Issue/ instrument specific regulations - relevant details (Companies Act, RBI

guidelines, etc).

A. Applicable Law

The Issuer shall issue the Debentures in accordance with the provisions of:

i. The Act and the rules framed thereunder; and

ii. SEBI Debt Listing Regulations.


37

B. A statement containing particulars of the dates of and parties to all material

contracts/ agreements involving financial obligations of the company

Copies of the contracts and documents, referred to below, may be inspected at the Regis

tered Office of the Company between 10.00 a.m. and 12.00 noon on any working day

(Monday to Friday) until the date of closing of the Issue.

1. Certified true Copy of the Memorandum and Articles of Association of the Issuer.

2. Copy of Certificate of Incorporation of the Issuer dated 23rd June, 1955.

3. Copy of last 3 years audited Annual Reports

4. Copy of consent letter dated 18th January, 2016 from IDBI Trusteeship Services

Limited to act as debenture trustee for and on behalf of Debenture holders

5. Copy of the letter dated 1st February, 2016 from Credit Analysis & Research

Limited(CARE Rating) assigning the credit rating to the Debentures

6. Copy of the letter dated 7th December, 2015 from M/s.XL Softech Systems Limited

to the Issuer giving their consent to act as the Registrar and Transfer Agent to the

issue of Debentures

7. Copies of the Transaction Documents

8. Certified True Copy of the Resolutions of the Board of Directors for issuance of

debentures, approving the draft Disclosure Document and other related matters

9. List of authorized signatories under the resolutions

10. Certified true copy of the tripartite agreement between the Issuer, the Registrar &

Transfer Agent and the Depository

C. Undertaking to use a Common Form of Transfer

The issue of the Debentures shall be made in dematerialised form. However, the Company

will use a common transfer form for physical Debentures if at a later stage there is any

holding in physical form due to the Depository giving any investor the option to rematerialise

the Debentures.

D. Information Relating to the Terms of Offer or Purchase

For information relating to the terms of offer or purchase, please refer to the terms and

conditions of the First Tranche Debentures as set out in ANNEXURE - 1 (Term Sheet).

The Company shall issue separate information memorandums prior to the issue of the

Remaining Tranche Debentures.

Further, in the event the Remaining Tranche Debentures are not issued and allotted within

180 (one hundred and eighty days) from the date hereof, the Company shall issue a fresh


38

shelf disclosure document for such Remaining Tranche Debentures in compliance with all

Applicable Laws.

It is further clarified that the First Tranche Debentures shall be allotted to the Subscriber prior

to March 31, 2016 and the First Deemed Allotment Date shall in no event not occur after

March 31, 2016 and in the event the First Deemed Allotment Date does not occur by March

31, 2016, the Subscriber shall not be obligated to subscribe to the Debentures. Further, the

Remaining Tranche Debentures shall be issued and allotted by the Company within 180 (one

hundred and eighty) days from the First Deemed Allotment Date and in the event the

Remaining Tranche Debentures are not issued and allotted within 180 (one hundred and

eighty) days from the First Deemed Allotment Date, the Subscriber shall not be obligated to

subscribe to such Remaining Tranche Debentures which were not issued and allotted within

180 (one hundred and eighty) days from the First Deemed Allotment Date.

Further, no pre-payment with respect to the Debentures shall be made during the period of

36 (thirty six) months from the relevant Deemed Allotment Date and thereafter all such pre-

payments shall be made in compliance with all Applicable Laws.

E. Summary Term Sheet

For terms and conditions of the First Tranche Debentures, see ANNEXURE - 1 (Term Sheet).

YOU SHOULD READ THE TERMS OF THESE DEBENTURES CAREFULLY AND

CONSIDER THE RISK INVOLVED BEFORE PURCHASING THESE DEBENTURES.

The terms and conditions of the Remaining Tranche Debentures shall be set out in the

Addendum to the Shelf Disclosure Document.

F. Undertaking by the Issuer

The Issuer undertakes that:

� The complaints received in respect of the Issue shall be attended to by the Issuer

expeditiously and satisfactorily;

� In the event the Debentures are held in physical form, it shall use a common form of

transfer for the instrument;

� It shall forward the details of utilization of the funds raised through the Debentures (only

till actual utilisation of the funds), duly certified by the statutory auditors of the Issuer, to

the Debenture Trustee at the end of each year;

� It shall disclose the complete name and address of the Debenture Trustee in its annual

report;

� It shall mention the name and details of the Debenture Trustee in all the subsequent

periodical communications sent to the Debenture Holders;

� It shall provide a compliance certificate to the Debenture Trustee on behalf of the

Debenture Holders (on a half yearly basis) in respect of compliance with the terms and

conditions of the issue of Debentures as contained in the Debenture Documents;

� It shall furnish a confirmation certificate to the Debenture Trustee on behalf of the

Debenture Holders (on a half yearly basis) in respect of compliance with the terms and

conditions of Issue as contained in this Disclosure Document;


39

� It shall send a copy of every notice / communication sent by it to any regulatory authority

pertaining to this Issue, to the Debenture Trustee;

� It shall comply with the terms and conditions incorporated in the Debenture Documents.


40

SECTION 3: RISKS RELATING TO OUR INDUSTRY

Investors should read the following Risk Factors along with more detailed information about

our company and the financial statements of our company included elsewhere in the

Indormation Memorandum. Investment in Non-Convertible Secured Debentures involves a

high degree of risk. Investors should carefully consider all of the information in this Shelf

Disclosure Document, including the risks and uncertainties described below. If any of the

following risks actually occur, our business, financial conditions and results of operations

could suffer, the trading price of our NCDs may decline, and you may lose all or part of your

investment. Unless specified or quantified in the relevant risk factors below, our company is

not in a position to quantify the financial or other implication of any of the risks described in

this section. The numbering of the risk factors has been done to facilitate ease of the reading

and reference and does not in any manner indicate the importance of one risk over another.

I) Internal Risk Factors:

Risks relating to our business:

1. Our business may be affected by certain disruptions

Industrial disruption, work stoppages, labour disputes, refurbishments, installation of new

machinery etc. can result in production losses, which may adversely affect our profitability.

Production may fall below historic or estimated levels as a result of these causes.

2. Our business depends on the continuing employment of the management team,

skilled personnel and our ability to attract, retain talented personnel.

Our company is dependent on our management team. Our ability to meet future business

challenges depends on their continuation and our ability to attract, recruit talented and skilled

personnel. Our company faces competition in recruiting and retaining skilled and

professionally qualified staff. The loss of key personnel or any inability to manage the

attrition levels in different employee categories may materially and adversely impact our

business, our ability to grow and our control over various business functions.

3. The business and future results of operations of our company may be adversely

affected it is not able to implement the proposed capital expenditure plan for

improving the efficiency in running the machinery and cutting down the logistic

costs

Our company proposes to improve the efficiency in the running machinery and cutting down

the logistic costs by incurring significant capital expenditure. The business and future results

of operations of our company may be adversely affected if it is not able to implement the said

programme within the time estimated for this purpose.

Further, there can be no assurance that our Company’s above programme plan will result in

achieving the production levels that it expects to, or that it will be able to, achieve the

targeted return on investment on the said project. Our company’s future results of operations

may be adversely affected it is is unable to implement its growth strategies successfully.


41

4. Our Company’s business is dependent upon its ability to procure raw materials for

its operations:

One of the key ingredients in the manufacture of cement is limestone. The ability of our

company to manufacture and produce cement is dependent on its ability to extract the

limestone from the company’s lease hold mines in a cost effective and efficient manner. If

our company is unsuccessful in doing so, the production level of cement will decline, which

will adversely affect its business, operations and financial condition. The same can have an

adverse impact on the financials of our company.

5. Indian Cement Market are highly competitive

Our Company’s primary market for cement is the States of Andhra Pradesh, Telangana,

Karnataka and part of Tamilnadu and Kerala. The larger Indian Players in the Cement

Industry have acquired control over certain companies as part of their growth strategy in

India. As consolidation may continue in the industry, entities with greater financial strength

and geographical presence may be able to influence the competitive scenario of the Indian

Cement Industry and more particularly the price of cement. Some of our competitors are

larger than our company having greater financial resources than us, and may be able to

deliver products on more attractive terms or may be able to invest larger amounts of capital

into their business, including greater expenditure for better and more efficient production

capabilities. These competitors may limit the opportunity of our company to expand its

market share and may compete with it on pricing of products. The business, financial

condition and prospects of our company could be adversely affected if it is unable to compete

with its competitors and sell cement at competitive prices.

6. The operations of our company depend upon continued and uninterrupted supply

of coal and other raw materials, the supply and cost of which can be subject to

significant variations due to factors beyond the control of our company

Our company is dependent on various domestic suppliers to provide certain raw materials,

including gypsum and additives such as fly ash, silica and iron ore. Our Company is also

dependent on various domestic/foreign suppliers for the supply of coal. If our company is not

able to obtain adequate supplies of these materials or fuel in a timely manner or on

acceptable commercial terms or if there are significant increases in the cost of these supplies,

the business and future results of operations of our company may be materially and

adversely impacted.

7. Constraints in supply chain

Our supply chain stretches from vendors to final customers. Any constraints in the supply

chain encompassing the process from vendors to the final customers via manufacturing

involving amongst others the vendors and the dealers can have a serious impact on the

performance of our company

8. Our company is dependent on third party transportation providers for the supply

of raw materials and delivery of finished products:


42

Our Company uses third party transportation providers for the supply of most of our raw

materials and delivery of our finished products to our customers. Transportation strikes, by

members of various Indian transport unions have occurred in the past, and could occur in the

future, which could have an adverse effect on our receipt of supplies and our ability to deliver

our products to our customers. In addition, continuing increase in the transportation costs

may have an adverse effect on our business and results of operations. Further, cement is

perishable product as its quality deteriorates upon contact with moisture over a period of

time. Therefore, prolonged storage or exposure to moisture during transport may results in

such cement stocks being written off. Similarly, cement is sold in bags, such bags may split

open during transport, which results in such stock being written off.

9. Our operating results depend on competitive advantage our company enjoys with

our key large customers

Our strategy is to focus on customers where competitiveness is growing and therefore our

company is required to be competitive in the market. This will bring pressures on our

margins and consequently our results of operations and our business may be affected.

10. Our company requires regulatory approvals in the ordinary course of business,

and the failure to obtain them in a timely manner or at all may adversely affect

our operations.

Our company requires an extensive set of regulatory approvals, sanctions, licenses,

registrations and permissions (collectively “Statutory Approvals”) for our operations, many of

which expire from time to time. Our company generally applies for fresh Statutory Approvals

upon the same becoming applicable to us, and for renewals of such Statutory Approvals, prior

to or upon, and in some cases our company has applied after their expiry. Further, in some

cases, our company has also applied for amendments to our current Statutory Approvals. The

non-receipt of approvals, renewals of licenses on time or revocation or modifications of

licenses not subject to expiry, may adversely affect our ability to operate our plant, market

our products, and may have a material adverse effect on our production, ability to meet client

commitments and may adversely affect our business, results of operation and financial

condition.

11. There are outstanding litigations against our Company and our Group Companies

There are legal proceedings pending at different levels of adjudication before various courts

and Tribunals in respect of business of the company i.e. Central Excise, Sales Tax, Income

Tax, EPF etc. Should any new developments arise, such as a change in Indian Law or rulings

against us by appellate courts or tribunals, our company may need to make provisions in our

financial statements, which would increase our expenses and our current liabilities.

II) External Risk Factors:

1. Competition in the Industry

Our Company operates in a competitive scenario comprising of Indian and multinational

players resulting in a stiff competition from these players. Though our Company and its


43

management believes that they are fully competent to compete in its respective industries,

the same can have a significant impact on the future financial performance of our company.

2. Change in Government policies

Changes in Government policy, changes in interest rates, revision of duty structure, changes

in tax laws, changes in environmental regulations and emission norms etc. may have an

adverse impact on the financial performance of our Company and can lead to increased

capital cost to meet the changes regulations. Due to competitive nature of the market, the

cost increases as a result of these changes may not be easily passed on to the customers,

thus adversely impacting our profitability.

3. Political instability or changes in the Government may delay the liberalization of

the Indian economy and adversely affect economic conditions in India generally,

which may impact our business, financial results and results of operations.

The Government of India has traditionally exercised and continues to exercise influence over

many aspects of the economy. Our business and the market price may be affected by interest

rates, change in government policy, taxation, social and civil unrest and other political,

economic or other developments in or affecting India. A change in the Government in near

future may result in a significant change in the Government’s policies that may adversely

affect business and economic conditions in India and may also adversely affect our business,

financial condition and results of operations.

4. Legal and Compliance Risk:

Our company is subject to extensive regulation by SEBI, Stock Exchanges, RBI and other

market regulators in India. New laws/rules and changes in any law and application of current

laws/rules could affect the manner of operations and profitability.

5. Sensitivity to economy and extraneous factors:

Our Company’s performance is highly correlated with the economy. The macro economic

variables such as consumer spending, unemployment levels affect the business performance

of our company. Any adverse development on economic front may affect the profitability of

our Company. Particularly: adverse impact of slowdown of global economies on the Indian

economy may in turn affect the performance of our company.

6. Terrorist attacks and other acts of violence:

Terroist attacks and other acts of violence or war may adversely affect Indian and worldwide

financial markets. These acts may results in loss of business confidence and have other

consequences that could adversely affect our business, results of operations and financial

condition. Increased volatility in the financial markets can have an adverse impact on

economies of India and other countries, including economic recession.

7. Natural calamities could have a negative impact on the Indian economy and cause

our business to suffer


44

India has experienced natural calamities such as earthquakes, tsunami, floods and drought in

the past few years. The extent and severity of these natural disasters, determines their

impact on the Indian economy. Prolonged spells of below normal rainfall and other natural

calamities could have a negative impact on the Indian economy, adversely affecting our

business.

III) Risks relating to our Industry

1. The Indian Cement Industry is cyclical and affected by a number of factors, which

are beyond the control of our company

The Indian Cement Industry is cyclical in nature. In recent years, cement prices and

profitability of cement manufacturers have fluctuated significantly in India, depending upon

overall supply and demand. A number of factors influence supply and demand for cement.

These include, among others, production, general economic conditions, activity levels in

certain key sectors such as housing and construction, competitors’ actions and local, State

and Central Government policies. These in turn affect the prices and margins of our

Company and other Indian Cement manufacturers can realize.

2. Slowdown/declaration of the Indian Economy:

The level of general economic activity in India and, more specifically housing and

construction sectors, have a direct impact on demand for our Company’s products. The level

of economic activity is influenced by a number of factors, including national and international

economic activity, political and regulatory policy, and climatic conditions such as monsoons

and drought, prices of international crude oil etc. If the pace of growth of the Indian

economy slows or turns negative, the business, financial conditions and future results of

operations of our company would be materially and adversely affected.

3. The Cement busi8ness is seasonal in nature

The sale of cement is adversely affected by difficult working conditions during monsoon

which restrict construction activities. Accordingly, revenues recorded in the first half of the

financial year are traditionally lower, compared to revenues recorded during the second half

of the financial year. During periods of curtailed construction activity due to adverse weather

conditions, our company may continue to incur operating expenses, but its revenues from

sale of its products may be delayed or reduced.

4. Taxes and other levies imposed by the Government of India or State Governments

relating to our Company’s business may have a material adverse effect on the

demand of its products

Taxes and other levies imposed by the Central and State Governments that affect the

industry include:

� Customs Duty on import of raw material and components.

� Excise Duty on certain raw material and final product

� Central and State Sales tax/Value Added Tax.


45

These taxes and levies affect the cost of production of cement. Any increase in any of these

taxes or levies, or the imposition of new taxes or levies in future, may have a material

adverse impact on the business, profitability and financial conditions of our company.

5. The Cement Industry is subject to various environmental and other regulations.

Any significant change in the regulations may result in additional cost and

reduction in profitability.

Our company’s cement operations are subject to various Central and State environmental

laws and regulations relating to the control of pollution in the locations where it operates. In

particular, the discharge or emission of chemicals, dust or other pollutants into the air, soil or

water that exceed permitted levels and cause damage to others may give rise to liabilities

and may result in incurring costs to remedy such discharge or emissions. There can be no

assurance that compliance with such environmental laws and regulations will not result in a

curtailment of production or a material increase in the cost of production or otherwise and

have a material adverse effect on the financial condition of our company and future results of

operations. Environmental laws and regulations in India have been increasing in stringency

and it is possible that they will become significantly more stringent in the future. Strict laws

and regulations, or stricter interpretation of the existing laws and regulations, may impose

new liabilities on our company or result in the need for additional investment in pollution

control equipment, either of which could affect its business, financial condition or future

prospects.


46

SECTION 4: OTHER INFORMATION AND APPLICATION PROCESS

The Debentures being offered as part of the Issue are subject to the provisions of the Act,

the Memorandum of Association and Articles of Association of the Issuer, the terms of this

Disclosure Document, Application Form and other terms and conditions as may be

incorporated in the DebentureDocuments or otherwise provided under Applicable Law.

A. Tranches

The Debentures will be issued in one or more tranches as may be determined by the

Investors.

The First Tranche Debentures shall be issued as per the terms and conditions set out in

ANNEURE – 1 hereto.

The Remaining Tranche Debentures shall be issued pursuant to information memorandums

issued by the Company prior to such issue.

It is hereby clarified that in the event the Remaining Tranche Debentures are not issued and

allotted within 180 (one hundred and eighty days) from the date hereof, the Company shall

issue a fresh shelf disclosure document for such Remaining Tranche Debentures in

compliance with all Applicable Laws;

B. Mode of Transfer/Transmission of Debentures

The Debentures shall be transferable freely in the manner provided in the Debenture

Documents. However, it is clarified that no Investor shall be entitled to transfer the

Debentures to persons who are not Eligible Investors. The Debentures shall be transferred

and/or transmitted in accordance with the applicable provisions of the Act and other

Applicable Laws including the rules/procedures as prescribed by the relevant Depositories and

the relevant DPs of the transferor or transferee. The transferee(s) should ensure that the

transfer formalities are completed prior to the Record Date. In the absence of the same,

Amounts Due in relation to the Debentures will be paid/redemption will be made to the

Person, whose name appears in the register of debenture holders maintained by the R&T

Agent as on the Record Date (“Register of Debenture Holders”) 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

Company. The normal procedure followed for transfer of securities held in dematerialized

form shall be followed for transfer of these Debentures. The seller should give delivery

instructions containing details of the buyer’s DP account to its DP.

C. Debentures held in Dematerialised Form

The Debentures shall be issued and held in dematerialised form only and no action is

required on the part of the Debenture Holder(s) for redemption purposes and the redemption

proceeds will be paid by cheque/fund transfer/RTGS to those Debenture Holder(s) whose

names appear on the list of beneficiaries maintained by the R&T Agent. The names would be

as per the R&T Agent’s records as on the Record Date fixed for the purpose of redemption.


47

All such Debentures will be simultaneously redeemed through appropriate debit corporate

action.

The list of beneficiaries as of the Record Date setting out the relevant beneficiaries’ name and

account number, address, bank details and DP’s identification number will be given by the

R&T Agent to the Issuer. If permitted, the Issuer may transfer payments required to be made

in any relation by Direct Credit/ECS/EFT/RTGS to the bank account of the Debenture

Holder(s) for redemption payments.

D. Debenture Trustee for the Debenture Holder(s)

The Issuer has appointed IDBI Trusteeship Services Limited to act as debenture trustee for

the Debenture Holder(s). The Issuer and the Debenture Trustee have entered into the

Debenture Trust Deed inter alia, specifying the powers, authorities and obligations of the

Debenture Trustee and the Issuer. The Debenture Holder(s) shall, without further act or

deed, be deemed to have irrevocably given their consent to the Debenture Trustee or any of

its agents or authorized officials to do all such acts, deeds, matters and things in respect of or

relating to the Debentures as the Debenture Trustee may in its absolute discretion deem

necessary or require to be done in the interest of the Debenture Holder(s). Any payment

made by the Issuer to the Debenture Trustee on behalf of the Debenture Holder(s) shall

discharge the Issuer pro-tanto to the Debenture Holder(s). The Debenture Trustee will

protect the interest of the Debenture Holder(s) in regard to the repayment of principal and

yield thereon and they will take necessary action, subject to and in accordance with the

Debenture Trust Deed, at the cost of the Issuer. No Debenture Holder shall be entitled to

proceed directly against the Issuer unless the Debenture Trustee, having become so bound to

proceed, fails to do so. The Debenture Trust Deed shall more specifically set out the rights

and remedies of the Debenture Holder(s) and the manner of enforcement thereof.

E. Sharing of Information

The Issuer may, at its option, but subject to Applicable Laws and Debenture Documents, use

on its own, as well as exchange, share or part with any financial or other information about

the Debenture Holder(s) available with the Issuer, with its subsidiaries and Affiliates and

other banks, financial institutions, credit bureaus, agencies, statutory bodies, as may be

required and neither the Issuer nor its subsidiaries and Affiliates nor their agents shall be

liable for use of the aforesaid information.

F. Debenture Holder not a shareholder

The Debenture Holder(s) shall not be entitled to any right and privileges of shareholders

other than those available to them under the Act. The Debentures shall not confer upon the

Debenture Holders the right to receive notice(s) or to attend and to vote at any general

meeting(s) of the shareholders of the Issuer.

G. Modification of Debentures

The Debenture Trustee and the Issuer will agree to make any modifications in the Disclosure

Document which in the opinion of the Debenture Trustee is of a formal, minor or technical

nature or is to correct a manifest error.


48

Any other change or modification to the terms of the Debentures shall be in accordance with

the terms and conditions mentioned in the Debenture Trust Deed.

H. Right to accept or reject Applications

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 shall be rejected at the sole and

absolute discretion of the Issuer.

I. Notices

All notices to the Debenture holder(s) required to be given by the Company or the Trustees

shall be given in accordance with the Debenture Trust Deed and the SEBI guidelines

prescribed in this regard.

J. Issue Procedure

Only Eligible Investors as given hereunder may apply for the Debentures by completing the

Application Form in the prescribed format in block letters in English as per the instructions

contained therein. The minimum number of Debentures that can be applied for and the

multiples thereof shall be set out in the Application Form. 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 /or redemptions warrants.

The applicant should transfer payments required to be made in any relation by Direct Credit/

EFT/ RTGS, or raising ‘payable-at-par’ warrants/ cheque to the bank account of the Issuer as

per the details mentioned in the Application Form.

K. Application Procedure

Eligible Investors or its authorized representatives will be given a communication addressed

to them, offering them to subscribe to the Debentures on a private placement basis by way

of this Disclosure Document and the (“Application Form”) annexed in this Disclosure

Document during the period commencing on and from the Issue Opening Date and ending on

the Issue Closing Date (both dates inclusive) for the Debentures. The Issuer reserves the

right to change the issue schedule including the Deemed Date of Allotment, at its sole

discretion, without giving any reasons or prior notice. The Issue will be open for subscription

during the banking hours on each day during the period covered by the Issue Schedule.

L. Fictitious Application

All fictitious applications will be rejected. Attention of the applicants is specifically drawn to

the provisions of sub-section (1) of section 38 of the Companies Act, 2013 which is

reproduced below for reference - “Any person who—


49

(a) makes or abets making of an application in a fictitious name to a company for

acquiring, or subscribing 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 to any other person in a fictitious name.

shall be liable for action under Section 447 of the Act.

M. Submission of Completed Application Form

All duly completed Application Forms shall be submitted at the correspondence office of the

Issuer on or prior to the Issue Closing Date for the Debentures.

N. Basis of Allotment

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 Issuer by the Deemed Date of

Allotment.

O. Payment Instructions

The Application Form should be submitted directly to the Issuer. The entire amount of Rs.

10,00,000/- (Rupees Ten Lakh only) per Debenture is payable along with the making of an

application. Applicants must remit/transfer in full, the monies for subscription to the

Debentures for which they have subscribed to in their Application Form through Direct

Credit/ECS/EFT/RTGS or by raising ‘payable-at-par’ warrants/ cheques on Pay-in Date to the

bank account of the Issuer as per details mentioned in the Application Process. The relevant

details of the Issuer are as under:

Beneficiary Name :Panyam Cements & Mineral Industries

Limited - Escrow A/c

Bank Account No. : 4711664254

IFSC CODE : KKBK0001368

Bank Name : Kotak Mahindra Bank Limited

Branch Address : Bandra Kurla Complex, Bandra (E), Mumbai

P. Eligible Investors

Only Eligible Investors are eligible to apply for this private placement of Debentures. No other

Person may apply. Nothing in this Disclosure Document shall constitute and / or be deemed

to constitute an offer or an invitation to an offer, to be made to the public or any section

thereof through this Disclosure Document and this Disclosure Document and its contents


50

should not be construed to be a prospectus or a statement in lieu of prospectus under the

Act.

This Disclosure Document and the contents hereof are restricted for only the intended

recipients of this Shelf Disclosure Document.

All Investors are required to comply with the relevant regulations/guidelines applicable to

them for investing in this Issue of Debentures.

Note: Participation by the potential Investors in the Issue may be subject to statutory and/or

regulatory requirements applicable to them in connection with subscription to the Debentures

by such categories of Persons. Applicants are advised to ensure that they comply with all

regulatory requirements applicable to them, including compliance and other requirements.

Applicants ought to seek independent legal and regulatory advice in relation to the laws

applicable to them.

Q. Procedure for Applying for Dematerialised Facility

a. The applicant must have at least one beneficiary account with any of the DPs of

NSDL/CDSL prior to making the application.

The applicant must necessarily fill in the details (including the beneficiary account

number and DP - ID) appearing in the Application Form under the heading “Details

for Issue of Debentures in Electronic/Dematerialised Form”.

b. Debentures allotted to an applicant will be credited to the applicant’s respective

beneficiary account(s) with the DP.

c. For subscribing to the Debentures, names in the Application Form should be identical

to those appearing in the details in the Depository. In case of joint holders, the

names should necessarily be in the same sequence as they appear in the account

details maintained with the Depository.

d. If incomplete/incorrect details are given in the Application Form, it will be deemed to

be an incomplete application and the same may be held liable for rejection at the

sole discretion of the Issuer.

e. For allotment of Debentures, the address, nomination details and other details of the

applicant as registered with his/her DP shall be used for all correspondence with the

applicant. The applicant is therefore responsible for the correctness of his/her

demographic details given in the Application Form vis-a-vis those with his/her DP. In

case the information is incorrect or insufficient, the Issuer would not be liable for the

losses, if any.

f. The redemption amount or other benefits would be paid to those Debenture Holders

whose names appear on the list of beneficial owners maintained by the R&T Agent as

on the Record Date. In case of those Debentures for which the beneficial owner is

not identified in the records of the R&T Agent as on the Record Date, the Issuer

would keep in abeyance the payment of the redemption amount or other benefits,

until such time that the beneficial owner is identified by the R&T Agent and conveyed


51

to the Issuer, whereupon the redemption amount and benefits will be paid to the

beneficiaries, as identified.

g. The Debentures shall be directly credited to the beneficiary account as given in the

Application Form and after due verification, allotment advice/ refund order, if any,

would be sent directly to the applicant by the Registrar to the Issue but the

confirmation of the credit of the Debentures to the applicants depository account will

be provided to the applicant by the Depository Participant of the applicant.

h. Non-transferable allotment advice/refund orders will be directly sent to the applicant

by the Registrar to the Issue.

R. Depository Arrangements

The Issuer has appointed XL Softtech Systems Limited as the Registrar for the Issue. The

Issuer shall make necessary arrangement with CDSL and/or NSDL for issue and holding of

Debenture in dematerialised form.

Investors can hold the Debentures only in dematerialised form and deal with the same as per

the provisions of Depositories Act, 1996 as amended from time to time and in the manner

provided in the Debenture Trust Deed.

S. List of Beneficiaries

The Issuer shall request the R&T Agent to provide (or shall otherwise cause to be procured

from the Depository) a list of beneficiaries as at the end of each Record Date. This shall be

the list, which will be used for payment or repayment of redemption monies by the Issuer to

the Debentures Holder(s).

T. Application 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 of the

Investors and the tax exemption certificate/document of the Investors, if any, must be lodged

along with the submission of the completed Application Form. Further, modifications/

additions in the power of attorney or authority should be notified to the Issuer or to its

agents or to such other person(s) at such other address(es) as may be specified by the

Issuer from time to time through a suitable communication.

In case of an application made by companies under a power of attorney or resolution or

authority, a certified true copy thereof along with memorandum of association and articles of

association and/or bye-laws along with other constitutional documents must be attached to

the Application Form at the time of making the application, failing which, the Issuer reserves

the full, unqualified and absolute right to accept or reject any application in whole or in part

and in either case without assigning any reason thereto. Names and specimen signatures of

all the authorized signatories must also be lodged along with the submission of the completed

Application Form.


52

U. Issue Closing Date

The Issue for Debentures shall close on such date as shall be specified as the Issue Closing

Date as per the details in this regard set out in this Disclosure Document and the Addendum

to Shelf Disclosure Document, or such date as on when all the Debentures have been

subscribed to.

Notwithstanding anything to the contrary in this Disclosure Document or in any other

Debenture Document, if the Issue Closing Date, does not occur on or prior to a date as may

be agreed in writing between the Issuer and the Eligible Investors, the Issue and all

applications for the Debentures made pursuant to this Disclosure Document and / or the

Addendum to Shelf Disclosure Document shall stand cancelled/ terminated.

V. Notification of Debentures to be allotted

The Issuer shall, by no later than 3 (three) Business Day from the Issue Closing Date, notify

each applicant the number of Debentures that will be issued/allotted, by the Issuer to such

applicant, subject to receipt of subscription monies from or on behalf of the applicant on the

Pay-In Date for Debentures.

W. Pay-In Date

The Issue Closing Date for Debentures shall for all purposes be the final Pay-In Date for

Debentures. Applicants will be required to remit the funds for subscription to the Debentures

or which they have subscribed in their Application Form, by the Pay-In Date for Debentures

as may be applicable. On the Pay-In Date for Debentures, the Issuer shall deliver written

receipts of subscription monies received to each applicant.

X. Deemed Date of Allotment and Allotment

The credit of the Debentures to the demat account of the allottees will be initiated by

submission of a form called ‘Corporate Action Form’ with CDSL/NSDL not later than 3 (three)

Business Day from the Deemed Date of Allotment. The credit of the Debentures, in

dematerialised form, to the account of the allottees is normally expected not later than 3

(three) Business Days from the submission of the aforesaid Corporate Action Form.

Y. Procedure for application by Mutual Funds and Multiple Applications

Not Applicable

Z. Documents to be provided by Investors

Investors need to submit the following documents, as applicable -

a. Memorandum of Association and Articles of Association or other constitutional

documents;

b. Resolution authorising investment;

c. Power of Attorney to custodian;


53

d. Specimen signatures of the authorised signatories;

e. Copy of PAN card; and

f. Application Form (including Direct Credit/ECS/EFT/RTGS details).

AA. Applications to be accompanied with Bank Account Details

Every application shall be required to be accompanied by the bank account details of the

applicant and the magnetic ink character reader code of the bank for the purpose of availing

direct credit of redemption amount and all other amounts payable to the Debenture Holder(s)

through Direct Credit/ECS/EFT/RTGS or by raising ‘payable-at-par’ warrants/ cheques.

BB. Issue / Instrument Specific Regulations

The Issue of Debentures shall be in conformity with the applicable provisions of the Act and

the Debt Listing Regulations.

CC. Succession

In the event of winding-up of the holder of the Debenture(s), the Issuer will recognize the

executor or administrator of the concerned Debenture Holder(s), or the other legal

representative as having title to the Debenture(s). The Issuer shall not be bound to recognize

such executor or administrator or other legal representative as having title to the

Debenture(s), unless such executor or administrator obtains probate or letter of

administration or other legal representation, as the case may be, from a court in India having

jurisdiction over the matter.

The Issuer may, in its absolute discretion, where it thinks fit, dispense with production of

probate or letter of administration or other legal representation, in order to recognize such

holder as being entitled to the Debenture(s) standing in the name of the concerned

Debenture Holder(s) on production of sufficient documentary proof and/or an indemnity.

DD. Mode of Payment

All payments must be made through Direct Credit/ECS/NEFT/RTGS or by raising ‘payable-at-

par’ warrants/ cheques, as set out in the Application Form.

EE. Tax Deduction at Source

Tax as applicable under the Income Tax Act, 1961, or any other statutory modification or re-

enactment thereof will be deducted at source in respect of any payments to be made in

relation to this issue. For seeking TDS exemption/ lower rate of TDS, relevant certificate/

document must be lodged by the debenture holders at the office of the R&T Agent of the

Company at least 3 (three) days before the relevant payment becoming due.

FF. Debenture Documents

In the event of any discrepancy/ conflict with respect to the information related to the Issue

provided in this Disclosure Document and any specific Debenture Documents, then the


54

provisions of the specific Debenture Documents shall prevail at all times. Further the Issue of

the Debentures shall also be subject to additional terms as specified under the Debenture

Documents.

GG. Record Date Falling on Sunday/Holiday

In case Record Date falls on a day not being a Business Day, the preceding Business Day

shall be the Record Date.

HH. Refunds

For applicants whose applications have been rejected or allotted in part, refund orders will be

dispatched within 3 (three) Business Days from the Deemed Date of Allotment.

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.

II. PAN Number

Every applicant should mention its PAN allotted under the IT Act, on the Application Form and

attach a self-attested copy as evidence. Application forms without PAN will be considered

incomplete and are liable to be rejected.

JJ. Payment on Redemption

Payment on redemption/ Mandatory Redemption will be made by way of cheque(s)/

redemption warrant(s)/ demand draft(s)/ credit through RTGS system/funds transfer in the

name of the Debenture Holder(s) whose names appear on the list of beneficial owners given

by the Depository to the Issuer as on the Record Date.

The Debentures shall be taken as discharged on payment of the redemption amount by the

Issuer on Maturity to the registered Debenture Holder(s) whose name appears in the Register

of Debenture Holder(s) on the Record Date. On such payment being made, the Issuer will

inform NSDL/CDSL and accordingly the account of the Debenture Holder(s) with NSDL/CDSL

will be adjusted.

On the Issuer dispatching the amount as specified above in respect of the Debentures, the

liability of the Issuer shall stand extinguished.

KK. Authority For Placement

The issue of Debentures under this Disclosure Document and Addendum to Shelf Disclosure

Document is being made pursuant to the resolution of the Board of Directors of the

Company, passed at its meeting held on 9th February, 2016 and the special resolution of the

shareholders of the Company under Section 42 of the Act read with the Companies

(Prospectus and Allotment of Securities) Rules, 2014 passed at its meeting held on 9th

February, 2016 wherein the officials of the Company have been authorized to decide the


55

terms of the Debentures. The Company can issue the Debentures proposed by it in view of

the present approvals and no further approvals in general from any authority are required.

LL. Debentures Holders Not A Shareholder

The Debenture Holders will not be entitled to any of the rights and privileges available to the

Shareholders.

MM. Governing Law

The Debentures are governed by and will be construed in accordance with Indian law. The

Issuer and the Debentures Trustee’s obligations under the Debentures shall, at all times, be

subject to the directions of the RBI and the SEBI. The Debenture Holders, by purchasing the

Debentures, agree that the courts in Hyderabad shall have exclusive jurisdiction with respect

to any matters relating to the Debentures.

NN. Consents

Consents in writing of the Registrar to the Issue and Trustees for the Debenture Holders to

act in their respective capacities, have been obtained and such consents have not been

withdrawn up to the time of filing this Disclosure Document with the BSE.

OO. Litigation And Other Confirmations

The Company has been in compliance with the Takeover Code and the Listing Agreement as

may be applicable. The Company has not been -

(a) Prohibited from accessing the capital markets under any order or direction passed by

SEBI and no penalty has been imposed at any time by any of the capital market

regulators in India or abroad;

(b) Subject to any penalties to disciplinary action or investigation by SEBI or the stock

exchanges, nor has any appropriate regulatory or legal authority found any probable

cause for enquiry, adjudication, prosecution or other regulatory action.

(c) Refused listing of the Equity Shares or failed to meet the listing requirements of any

stock exchanges, in India or abroad.

(d) Found to be non-compliant with securities laws.

PP. General Information

(a) Name and Address of the Registered Office/Head Office of the Issuer

Name of the Issuer Panyam Cements & Mineral Industries Limited

Registered Office of the

Issuer

C-1, Industrial Estate

Bommalasatram

Registration Number CIN No.L26940AP1955PLC000546.

Corporate and Head Office Plot No.188, Phase II Kamalapuri Colony

Hyderabad 500 073, Telangana.


56

Address of the ROC 2ND Floor, Corporate Bhawan,

GSI Post, Tattiannaram Nagole, Bandlaguda

Hyderabad - 500 068

(b) Names and Address of the Directors of the Issuer

Name Designation &

DIN

Age

(years)

Residential

Address Details of other directorship

S. Sreedhar Reddy

Managing Director

DIN NO.

01440442

39 D.No.30/726,Bom

malasatram,

Nandyal

Kurnool Dt.,A.P.


M/s. Nandi Polymers India Pvt Ltd.,

M/s. Anantha PVC Pipes Private

Limited,

M/s. Sreekanth Pipes Private Limited.,

M/s. Suraj Water Tanks Pvt Ltd,

M/s. Nandyala Gases Private Limited.,

M/s. Nandi Irrigation Systems Limited,

M/s. Nandi CPVC Pipe Products India

Pvt Ltd.,

M/s. Nandi Oxygen Private Ltd.,

M/s. Nandi Grain Derivatives Pvt Ltd.,

M/s. Nandi Concrete Products Pvt

Ltd.,

M/s. Nandi Pumps Pvt Ltd.,

M/s. Nandi Matals Pvt Ltd

M/s. Padila Automation Pvt Ltd.

V.Ramnath

Director

DIN No. 01303846

59 Plot No.23, Navodaya

Co.Op.

Housing Society

Nandi Nagar

Banjara Hills,

Hyderabad 500 034

M/s. Velco Technologies Limited.,

M/s. Cheran Cement Limited

M/s. Bon Sante Banking Company

Limited.,

M/s. Tegra Digital Pvt ltd.,

Dr.Ramakrishna

Prasad Sunkara

Director

DIN No.02451497

69 1908,Trout Valley

Road,Champaign

Illinois 61821 USA

NIL

V.Suresh Kumar

Director

DIN No.01788

42 D.No.30/726,Bom

malasatram,

Nandyal

Kurnool Dt.,A.P.

M/s.Kasura Technologies Pvt Ltd

M/s.Nandi Grain Derivatives Pvt Ltd

M/s.Sujala Infrastructure Pvt Ltd

M/s.Nandi Tradeimpex Pvt Ltd.,

M/s.Integrated Thermoplastics

Limited.,

M/s.Telangana Pipes Pvt Ltd.

V.Aravinda Rani

Director

DIN No.01241976

36 D.No.30/726,Bom

malasatram,

Nandyal

Kurnool Dt.,A.P

M/s.Sujala Feeds Pvt Ltd,

M/s.Nandi Pipes Pvt Ltd,

M/s.Sreekanth Trading Pvt Ltd,

M/s. Nandi Milk Products Pvt Ltd,

M/s. Nandi Pipes Hyderabad Pvt Ltd.,


57

Name Designation &

DIN

Age

(years)

Residential

Address Details of other directorship


M/s. Nandhi PVC Products Pvt Ltd,

M/s.Monarch Water Containers Pvt

Ltd,

M/s.Integrated Thermoplastics

Limited.,

M/s. Sreekanth Pipes Pvt Ltd.,


M/s.Nandi Polymers India Pvt Ltd.,

M/s.Anantha PVC Pipes Pvt Ltd.

P.Jayarama Reddy

Director

DIN No.07053207

69 Block No.26, Flat

No.501, Rain Tree

Park, Malasian

Township,

K.P.H.B.Colony,

Kukatpally,

Hyderabad 500 072

N I L

S.Panduranga Rao

Director

DIN No.07339056

69 202,Shree Kalyana

Plaza,

706/707,Defence

Colony, Sainikpuri

Secunderabad

500094

N I L

(c) Compliance Officer:

Mr. J. Hanumantha Rao

(d) Contact -List:

+91 98483 66493

(e) Auditors:

M/s. Brahmayya & Co., Chartered Accountants, Adoni, Kurnool District, Andhra

Pradesh.

(f) Registrar to the Issue:

XL Softech Systems Limited.

(g) Debenture Trustee:

IDBI Trusteeship Services Limited.

(h) Bank:


58

State Bank of India, Nandyal

(i) Registrar and Transfer Agent:

XL Softech Systems Limited.

Disclaimer: Please note that only those persons to whom this Disclosure Document has been

specifically addressed are eligible to apply. However, an application, even if complete in all respects, is

liable to be rejected without assigning any reason for the same. The list of documents provided above

is only indicative, and an Investor is required to provide all those documents/ authorizations /

information, which are likely to be required by the Issuer. The Issuer may, but is not bound to revert

to any Investor for any additional documents / information, and can accept or reject an application as

it deems fit. Investment by Investors falling in the categories mentioned above are merely indicative

and the Issuer does not warrant that they are permitted to invest as per extant laws, regulations, etc.

Each of the above categories of Investors is required to check and comply with extant

rules/regulations/ guidelines, etc. governing or regulating their investments as applicable to them and

the Issuer is not, in any way, directly or indirectly, responsible for any statutory or regulatory

breaches by any Investor, neither is the Issuer required to check or confirm the same.


60

ANNEXURE – 1

TERM SHEET

The terms and conditions of the First Tranche Debentures1 are set out hereinbelow:

Security Name First Tranche Debenture

Issuer PANYAM CEMENTS & MINERAL INDUSTRIES LIMITED

Type of Instrument Non-Convertible Debentures.

Nature of Instrument Secured, Redeemable, Non-Convertible Debentures.

Seniority Subordinate

Mode of Issue Private Placement

Eligible Investors Recipients of this Shelf Disclosure Document

Listing (including name of

stock exchange(s) where

it will be listed and

timeline for listing)

The Debentures will be listed on the BSE Limited.

The First Tranche Debentures will be listed on the BSE Limited

within 15 (fifteen) days from the First Deemed Allotment Date.

In the event of the Issuer’s failure to do so, to the extent that any

Debenture Holders are Foreign Portfolio Investors, Foreign

Institutional Investors or sub-accounts of Foreign Institutional

Investors, or Qualified Foreign Investors, the Issuer shall

immediately redeem any and all Debentures which are held by such

Foreign Portfolio Investors, Foreign Institutional Investor(s) or such

sub-account(s) of Foreign Institutional Investor(s) or Qualified

Foreign Investors.

Rating of the Instrument CARE B- (Single B Minus)

Issue Size

Rs. 97,80,00,000/- (Rupees Ninety Seven Crore and Eighty Lakh

only) of which, the First Tranche Subscription Amount shall be Rs.

33,00,00,000/- (Rupees Thirty Three Crore only).

Option to retain

oversubscription

(Amount)

N.A.

Objects of the Issue The company proposes to repay the existing term loans of the

company’s bankers and also repay the statutory liabilities and

1 First Tranche Debentures shall mean the 330 (three hundred and thirty three) secured, rated,

redeemable, non-convertible debenture(s) in the dematerialised form, of face value Rs.10,00,000/-

(Rupees ten lakh only) each for cash at par, aggregating up to Rs. 33,00,00,000/- (Rupees Thirty

Three Crore only).


61

contingencies. It also proposes to meet the capital expenditure for

improving the efficiency and cutting down the logistic costs.

Voting Rights

Other than voting rights inter se between the Debentures Holders,

the Debentures shall not carry any voting rights. The Debenture

Holders will not be entitled to any of the rights and privileges

available to the shareholders including right to receive notices of or

to attend and vote at general meetings or to receive annual reports

of the Company.

If, however, any resolution affecting the rights attached to the

Debentures is placed before the shareholders, such resolution will

first be placed before the Debenture Holders for their consideration.

Details of the utilization of

the Proceeds The issue proceeds will be utilized for the above purposes.

Coupon Rate / Interest At the rate of 14% (fourteen per cent) per annum.

Step Up/ Step Down

Coupon Rate N.A.

Coupon Payment

Frequency

Payable monthly

Coupon Payment Dates

Payable monthly on the 30th (Thirtieth) or the last date of each

month until the date of maturity. If any of the mentioned day is a

holiday, then the coupon payment has to be made on the

immediately succeeding business day.

Moratorium Period

The payment of Coupon shall commence after expiry of 11 (eleven)

months from the First Deemed Allotment Date. Provided further that,

the first Coupon shall be paid on the 30th (Thirtieth) or the last date

of 12th (Twelfth) month, whichever is earlier.

The accrued Coupon outstanding at the end of the Moratorium Period

shall be payable in 12 (Twelve) equal monthly instalments

commencing from last day of the 12th (Twelfth) month from the First

Deemed Allotment Date.

Unpaid accrued Coupon shall carry a Coupon at the Coupon Rate.

Coupon Type Fixed Coupon Rate

Coupon Reset Process

(including rates, spread,

effective date, interest

rate cap and floor etc).

N.A.

Day Count Basis Actual

Interest on Application Interest at the coupon rate (subject to deduction of Income Tax


62

Money under the provisions of the Income Tax Act, 1961, or any other

statutory modification or re-enactment thereof, as applicable) will be

paid to all the applicants on the application money for the NCDs.

Such interest shall be paid from the date of realization of

cheque(s)/demand drafts up to one day prior to the Deemed Date

of Allotment. The interest on application money will be computed on

an Actual/365 days basis. Such interest would be paid on all the

valid applications, including the refunds. Where the entire

subscription amount has been refunded, the interest on application

money will be paid along with the Refund Orders. Where an

applicant is allotted lesser number of bonds than applied for, the

excess amount paid on application will be refunded to the applicant

along with the interest on application money.

Default Interest

The Company shall be liable to pay an interest at the rate of 2% (Two

Per Cent) per month over and above the Interest, in case the

Company fails to repay the Subscription Amount and/or the Coupon on

the respective due date. It is clarified that the aforesaid Default

Interest shall be paid on the defaulted amounts for the period during

which the default continues or 1 (One) month, whichever is more.

Such Default Interest shall be paid alongwith the defaulted amount.

Tenor / Term End of 60th Month from the First Deemed Allotment Date

Redemption Date /

Repayment Schedule

The Debentures shall be repaid as per the following repayment

schedule (“Repayment Schedule”):

Sr.

No.

End of month

from the First

Deemed

Allotment Date

Repayment of the

Debenture

Subscription Amount

in Rupees

1. 29 4,89,00,000/-

2. 32 4,89,00,000/-

3. 35 4,89,00,000/-

4. 38 4,89,00,000/-

5. 41 7,33,50,000/-

6. 44 7,33,50,000/-

7. 47 7,33,50,000/-

8. 50 7,33,50,000/-

9. 53 4,89,00,000/-

10. 56 4,89,00,000/-

11. 59 4,89,00,000/-

12. 60 34,23,00,000/-

TOTAL 97,80,00,000/-

However, it is clarified that in the event the Remaining Tranche

Debentures are not issued and allotted within the Subsequent Deemed


63

Allotment Date, the Subscriber shall have no obligation to subscribe to

the Second Tranche Debentures and in such case the First Tranche

Subscription Amount shall be repaid as per the following repayment

schedule:

Sr.

No.

End of month

from the First

Deemed

Allotment Date

Repayment of the

First Tranche

Subscription Amount

in Rupees

1. 29 1,65,00,000/-

2. 32 1,65,00,000/-

3. 35 1,65,00,000/-

4. 38 1,65,00,000/-

5. 41 2,47,50,000/-

6. 44 2,47,50,000/-

7. 47 2,47,50,000/-

8. 50 2,47,50,000/-

9. 53 1,65,00,000/-

10. 56 1,65,00,000/-

11. 59 1,65,00,000/-

12. 60 11,55,00,000/-

TOTAL 33,00,00,000/-

Maturity Premium/

Premium

The Debenture Holder(s) shall be entitled for an amount herein called

the “Maturity Premium” such that the IRR on the Subscription

Amount after accounting for Coupon and Maturity Premium shall be

equal to 22% (twenty two per cent) per annum for the entire term of

the Debentures. The Maturity Premium shall be payable to the

Debenture Holder(s) by the Company at the time of final principal

payment towards the Debentures.

Pre-Payment

The Debentures may be prepaid without any penalty at any time after

36 (thirty six) months from the First Deemed Allotment Date either in

full or in multiple of Rs.1,00,00,000/- (Rupees (Rupees One Crore

Only) by giving 10 (ten) days prior notice in writing to the Debenture

Trustee. The Company shall also pay the pro-rata outstanding Coupon

and Redemption Premium on the Subscription Amount being prepaid.

It is further clarified that during the period of 36 (thirty six) months

from the First Deemed Allotment Date no pre-payment shall be

allowed and thereafter all such pre-payments shall be made in

compliance with all Applicable Laws.

Issue Price Rs.10,00,000/- (Rupees ten lakh only) each

Discount at which security

is issued and the effective

yield as a result of such

discount.

N.A.


64

Put option Date N.A.

Put Option Price N.A.

Call Option Date N.A.

Call Option Price N.A.

Put Notification Time N.A.

Call Notification Time N.A.

Face Value Rs.10,00,000/- (Rupees Ten Lakhs each).

Minimum Application and

in multiples of Debt

securities thereafter

10 Debentures and in multiple of 1 Debenture thereafter.

First Tranche Debentures

Issue Timing:

1. First Tranche

Debentures Issue Opening

Date

2. First Tranche

Debentures Issue Closing

Date

3. First Deemed Allotment

Date

_______________________

_______________________

_______________________

Issuance mode of the

Instrument DEMAT only

Trading mode of the

Instrument DEMAT only

Settlement mode of the

Instrument RTGS

Depository NSDL/CDSL

Business Day Convention

If any coupon payment date falls on a day that is not working day,

the payment shall be made on the immediately succeeding working

day. If the redemption date/exercise date/maturity date (also being

the last coupon payment date) of the Debentures falls on a day that

is not a working day, the redemption proceeds shall be paid on the

immediately preceding working day.

Record Date 7 (seven) days prior to each Coupon Payment/Redemption Date.

Security (where

applicable)

(Including description,

type of security, type of

charge, likely date of

creation of security,

The Debentures shall be secured by way of the following:

(1) First charge by way of mortgage on the Mortgaged Assets;

(2) First charge by way of hypothecation on the First

Hypothecated Assets and second charge by way of

hypothecation on the Second Hypothecated Assets;


65

minimum security cover,

revaluation, replacement

of security).

(6) Personal guarantees issued by Mr. S. P. Y. Reddy and Mr. S.

Sreedhar Reddy; and

(3) Pledge of 51% shareholding of the company held by the

promoter group.

Transaction Documents

Shall mean collectively:

a) Shelf Disclosure Document;

b) Debenture Trustee Agreement;

c) Debenture Trust Deed;

d) Security Documents; and

e) Any other document related to the Debentures.

Conditions Precedent to

Disbursement

As set out in the Debenture Trust Deed

Conditions Subsequent As set out in the Debenture Trust Deed

Event of Default As mentioned above

Consequences of Events of

Default

Upon the occurrence of any Events of Default and failure to cure the

payment default within 15 (fifteen) days and any other default within

60 (sixty) days (“Cure Period”) from the date of notice of such

default is issued by the Debenture Trustee in writing to the Company,

declare the Amounts Due to be due and payable forthwith and the

Security created in favour of the Debenture Trustee hereunder or any

other Transaction Document shall become enforceable.

PROVIDED however that the Cure Period shall not be available for an

Event of Default, in respect of which the Company/ Promoters have

been granted a cure period (whether called by any other name)

elsewhere in the Transaction Documents.

Remedies on occurrence of

Events of Default

Upon occurrence of Event of Default and subject to expiry of the Cure

Period, the Debenture Trustee (acting on the specific instructions of

the Majority Debenture Holders), without prejudice to any other rights

it may have under Applicable Laws, shall be entitled to exercise the

rights as more particularly described under the Transaction

Documents.

Provisions related to Cross

Default Clause

a) Any financial indebtedness of company is not paid when due

nor within any originally applicable grace period.

b) Any Financial Indebtedness of company is declared to be or

otherwise becomes due and payable prior to its specified

maturity as a result of an event of default (however

described).


66

c) Any commitment for any financial indebtedness of company

is cancelled or suspended by a creditor of the company as a

result of an event of default (however described).

d) Any creditor of the company becomes entitled to declare any

Financial Indebtedness of the Company due and payable

prior to its specified maturity as a result of an event of

default (however described).

Roles and Responsibilities

of Debenture Trustee

To oversee and monitor the overall transaction for and on behalf of

the Debenture Holders as provided in the Debenture Trust Deed.

Governing Law and

Jurisdiction

The Debentures and Transaction Documents will be governed by and

construed in accordance with the laws of India and the parties

submit to the exclusive jurisdiction of the Courts in Hyderabad.

Representations and

Warranties of the

Company and Promoters

The Company’s and the Promoter’s representations and warranties to

the other Party (wherever applicable) are more particularly set out in

the Transaction Documents.

Transferability The Debentures shall be freely transferable.

Covenants and obligations

of the Company and

Promoters

The Company’s and the Promoter’s covenants are more particularly set

out in the Transaction Documents.

The terms and conditions of the Remaining Tranche Debentures shall be set out in the Addendum to

the Shelf Disclosure Document.


67

ANNEXURE – 2

CORPORATE STRUCTURE OF THE ISSUER

Corporate structure of the issuer:

Subsidiaries : NIL

Group Companies/

Associate Companies : NIL

Management structure:

With regard to Management Structure, the Company is being managed the Managing Director

under the superintendence, control and guidance by the Board of Directors of the Company. He

is being assisted by Technical, Finance and Administrative executives of the Company.


68

ANNEXURE – 3

ABRIDGED VERSION OF THE AUDITED FINANCIAL STATEMENTS FOR LAST THREE YEARS

PANYAM CEMENTS & MINERAL INDUSTRIES LTD

SUMMARY OF ASSETS AND LIABILITIES

Rs.IN Crores

S.NO. Description 31.03.2013 31.03.2014 31.03.2015

EQUITY & LIABILITIES

1 SHARE HOLDERS FUND 34.10 29.84 14.46

2 NON CURRENT LIABILITIES 82.23 73.39 61.98

3 CURRENT LIABILITIES 114.48 109.59 141.96

TOTAL LIABILITIES 230.81 212.82 218.40

ASSETS

1 NON CURRENT ASSETS 146.16 141.57 141.94

2 CURRENT ASSETS 84.65 71.25 76.46

TOTAL ASSETS 230.81 212.82 218.40


69

ANNEXURE – 4

RATING LETTER FROM THE CREDIT RATING AGENCY


70


71


72


73

ANNEXURE – 5

CONSENT LETTER OF THE DEBENTURE TRUSTEE


74


75

ANNEXURE – 6

APPLICATION FORM

Application form Serial No: Date: [●]

The Compliance Officer,

PANYAM CEMENTS AND MINERAL INDUSTRIESLIMITED

Registered Office:

C-1, Industrial Estate

Bommalasatram

Nandyal 518 502, Kurnool District,

Andhra Pradesh, India

Dear Sirs,

We have read and understood the Terms and Conditions of the issue of Debentures including the Risk

Factors described in the Disclosure Document and have considered these in making our decision to

apply for allotment of the Debentures to us. The amount payable on application as shown below is

remitted herewith. On allotment, please place our name(s) on the Register of Debenture holder(s).

We bind ourselves to the terms and conditions as contained in this Disclosure Document.

(Please read carefully the instructions on the next page before filling this form)

Details

Series

No. of Debentures

applied (in figures)

No. of Debentures

applied (in words)

Amount (Rs. in figures)

Amount (Rs. in words)

Cheque/Demand

Draft/RTGS Details

Date

Drawn on Bank

Applicant’s Name & Address in full (please use capital letters)

Pin Code:

Telephone: Fax: Email:

Contact Person

Status: Banking Company ( ) Insurance Company ( ) Others ( ) – please specify

Name of Authorised Signatory Designation Signature


76

Details of Bank Account

Bank Name & Branch

Nature of Account

Account No.:

IFSC/NEFT Code

MICR No

Depository Details

DP Name

DP ID Client ID

(*) We understand that in case of allotment of debentures to us/our Beneficiary Account as

mentioned above would be credited to the extent of debentures allotted.

Taxpayers PAN / GIR No. IT Circle/Ward/District ( ) Not Allotted

Tax Deduction Status ( ) Fully

Exempt

( ) Tax to be deducted at

Source

( ) Yes ( ) No

We understand and confirm that the information provided in the Disclosure Document is provided by

the Issuer and the same has not been verified by any legal advisors to the Issuer, and other

intermediaries and their agents and advisors associated with this Issue. We confirm that we have for

the purpose of investing in Debentures carried out our own due diligence and made our own

decisions with respect to investment in the Debentures and have not relied on any representations

made by anyone other than the Issuer, if any.

We understand that: i) in case of allotment of Debentures to us, our Beneficiary Account as

mentioned above would get credited to the extent of allotted Debentures, ii) the Applicant must

ensure that the sequence of names as mentioned in the Application Form matches the sequence of

name held with our Depository Participant, iii) if the names of the Applicant in this application are not

identical and also not in the same order as the Beneficiary Account details with the above mentioned

Depository Participant or if the Debentures cannot be credited to our Beneficiary Account for any

reason whatsoever, the Company shall be entitled at its sole discretion to reject the application or

issue the Debentures in physical form.

We understand that we are assuming on our own account, all risk of loss that may occur or be

suffered by us including as to the returns on and/or the sale value of the Debentures and shall not

look directly or indirectly to any person to indemnify or otherwise hold us harmless in respect of any

such loss and/or damage. We undertake that upon sale or transfer to subsequent Investor or

transferee (“Transferee”), we shall convey all the terms and conditions contained herein and in the

Debenture Documents to such Transferee.

Applicant’s Signature


77

_______________________________(Tear here)______________________________

ACKNOWLEDGEMENT SLIP

Application form serial No: _______ Date: ___________

Name of the Applicant

Address of the Applicant

Details

Series

No of Debentures

applied (in figures)

No. of Debentures

applied (in words)

Amount (Rs. In figures)

Amount (Rs. in words)

Cheque/Demand

Draft/RTGS Details

Date

Drawn on Bank

For all further correspondence please contact: The Compliance Officer, Panyam Cements & Mineral

Industries Limited at the following address: Central Administrative Office, Plot No.188, Kamalapuri

Colony, Hyderabad 500 073.

INSTRUCTIONS

1. You must complete application in full in BLOCK LETTERS IN ENGLISH.

2. Your Signatures should be in English or in any of the Indian languages

3. Application forms duly completed in all respects, together with Cheques/Pay Order/Demand Draft,

must be lodged at the Registered office of the Company.

4. In case of payments through RTGS, the payments may be made as follows:

Beneficiary Name : Panyam Cements & Mineral Industries Limited – Escrow A/c

Bank Account No. : 4711664254

IFSC CODE : KKBK0001368

Bank Name : Kotak Mahindra Bank Limited

Branch Address : Bandra Kurla Complex, Bandra (E), Mumbai