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Private and Confidential‐ For Private Circulation only (This Disclosure Document/ Private Placement Offer Letter is neither a Prospectus nor a Statement in Lieu of Prospectus) Dated: April 27, 2016
Schedule – I Disclosures as per SEBI (Issue and Listing of Debt Securities) Regulation, 2008 as amended (including Securities And Exchange Board Of India (Issue And Listing Of Debt Securities) (Amendment) Regulations, 2012 through notification dated October 12, 2012) and SEBI (Issue and Listing of Debt Securities) (Amendment) Regulations, 2015 through notification dated March 24, 2015), SEBI Circular CIR/IMD/DF/17/2011 dated September 28, 2011 and Form no. PAS‐4 pursuant to Section 42 of the Companies Act, 2013 and Rule 14(1) of Companies (Prospectus and Allotment of Securities) Rules, 2014 EDELWEISS COMMODITIES SERVICES LIMITED Edelweiss Commodities Services Limited (‘the Company’) was originally incorporated as Sky Heights Developers Private Limited on October 17, 2006 as a Private Limited Company under the provisions of the Companies Act, 1956. Subsequently, the name was changed to “Comfort Projects Private Limited” under the provisions of the Companies Act, 1956. Further, the status of the Company was changed from private limited company to public limited company in the name of “Comfort Projects Limited” on January 13, 2011. With effect from August 17, 2012 the name of the Company was changed to “Edelweiss Commodities Services Limited”. The Corporate Identity Number (CIN) of the Company is U45201AP2006PLC078157. Registered Office:‐ 2nd Floor, M.B Towers, Plot No. 5, Road No.2, Banjara Hills, Hyderabad – 500 034, Andhra Pradesh, India. Tel: +91 40 4031 6900; Fax: +91 40 4031 6905; E‐mail: [email protected]; Website: www.edelweissfin.com Corporate Office:‐ Edelweiss House, Off. C.S.T. Road, Kalina, Mumbai – 400098, Maharashtra, India, Tel: +91 22 4009 4400; Fax: +91 22 4086 3759; E‐mail: [email protected]; Website: www.edelweissfin.com
ISSUE BY WAY OF PRIVATE PLACEMENT BY EDELWEISS COMMODITIES SERVICES LIMITED (THE “COMPANY” / “ISSUER”) OF 50 SECURED, REDEEMABLE, NON‐CONVERTIBLE DEBENTURES OF FACE VALUE OF RS. 10,00,000/‐ EACH AGGREGATING TO RS. 5,00,00,000/‐ (THE “ISSUE”)
GENERAL RISKS
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 with such investments. For taking an investment decision, the investors must rely on their own examination of the Company and the Issue including the risks involved. The Securities and Exchange Board of India (“SEBI”) doesn’t take any responsibility for this Issue in any manner.
GENERAL DISCLAIMER
This Disclosure Document/ Private Placement Offer Letter is neither a prospectus nor a statement in lieu of prospectus and does not constitute an offer to the public generally to subscribe for or otherwise acquire the Debentures to be issued by Edelweiss Commodities Services Limited. This Disclosure Document is for the
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exclusive use of the intended recipient(s) to whom it is delivered and it should not be circulated or distributed to third parties. It cannot be acted upon by any person other than to whom it has been specifically addressed. Multiple copies hereof given to the same person / entity shall be deemed to be offered to the same person.
CREDIT RATING
[ICRA] AA (pronounced as “ICRA Double A”) with Stable Outlook by ICRA Limited. Instruments with this rating are considered to have high degree of safety regarding timely payment of financial obligations. Such instruments carry very low credit risk.
LISTING
The Debentures are proposed to be listed on the Whole Sale Debt Segment of BSE Limited (“BSE” or the “Stock Exchange”).
ISSUE PROGRAMME
ISSUE OPENS ON: APRIL 27, 2016 ISSUE CLOSES ON: APRIL 27, 2016
The Company reserves the right to close the Issue earlier from the aforesaid date or change the Issue schedule including the Deemed Date of Allotment at its sole and absolute discretion, without giving any reasons or prior notice.
DEBENTURE TRUSTEE REGISTRAR TO ISSUE
IDBI Trusteeship Services Limited
Asian Building, Ground Floor,
17, R. Kamani Marg, Ballard Estate,
Mumbai 400 001,Maharashtra, India
Tel: +91 22 6631 1771/2/3
Fax: +91 22 6631 1776
E‐mail: [email protected]
Website: www.idbitrustee.co.in
Contact Person: Mr. Vibhore Chaturvedi
Link Intime India Private Limited
C‐13, Pannalal Silk Mills Compound
LBS Marg, Bhandup (W),
Mumbai 400 078,Maharashtra,India
Tel: +91 22 2596 3838
Fax: +91 22 2594 6979
E‐mail : [email protected]
Website: www.linkintime.co.in
Contact Person: Mr. Ganesh Jadhav
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1. DEFINITIONS AND ABBREVIATIONS
Unless the context otherwise indicates or requires, the following terms shall have the meanings given below in this Disclosure Document.
Term Description
“Edelweiss Commodities Services Limited” or “ECSL” or the “Company” or the “Issuer”
Edelweiss Commodities Services Limited, a public limited company incorporated under the Companies Act, 1956 and having its Registered Office at 2nd Floor, M.B. Towers, Plot No. 5, Road No. 2, Banjara Hills, Hyderabad‐500034, Andhra Pradesh, India.
“we”, “us”, “our” Unless the context otherwise requires, the Company and its Subsidiaries.
Articles of Association Articles of Association of the Company, as amended from time to time.
Our Management/ Board of Directors/Board
The Board of Directors of the Company (include any Committee thereof).
Memorandum of
Association
The Memorandum of Association of the Company, as amended from time to time.
Promoters Edelweiss Financial Services Limited
Disclosure Document Offer Document / Information Memorandum / Offer Letter as per Form No. PAS‐4 pursuant to Section 42 of the Companies Act, 2013 and Rule 14(1) of Companies (Prospectus and Allotment of Securities) Rules, 2014
Issue Related Terms
Term Description
Affiliate (s)
Affiliate (s) shall mean with respect to any person, any other person directly or indirectly Controlling, Controlled by, or under direct, indirect or common Control with, such person.
AGM Annual General Meeting
Application Form
The form in which an investor can apply for subscription to the Debentures
BSE/ Stock Exchange BSE Limited
Board of Directors/Board The Board of Directors of the Company (include any Committee thereof)
Bankers The banker to the Issue, in this case being ICICI Bank Limited
Beneficial Owner(s) Holder(s) of the Debentures in dematerialized form as defined under section 2 of the Depositories Act,1996.
CDSL Central Depository Services (India) Limited
Credit Rating Agency / ICRA ICRA Limited
Non‐convertible Debentures/Debentures/NCDs
Non‐Convertible Debentures of the face value of Rs. 10,00,000 each.
Debenture Trust Deed Debenture Trust Deed to be executed between the Company and IDBI Trusteeship Services Limited, the Debenture Trustee.
Depository(ies) A depository registered with the SEBI under the Securities and Exchange Board of India (Depositories and Participant) Regulations, 1996, as amended from time to time, in this case being NSDL / CDSL
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Term Description
Depositories Act The Depositories Act, 1996, as amended from time to time
DP‐ID Depository Participant Identification Number
EGM Extraordinary General Meeting
Equity Shares Equity Shares of the Company of the face value of Rs. 10 each.
FII Foreign Institutional Investors as defined under the Securities and Exchange Board of India (Foreign Institutional Investors) Regulations, 1995 and registered with the SEBI.
Issue 50 ‐ Secured Redeemable Non‐Convertible Debentures of the face value of Rs. 10,00,000/‐ each aggregating to Rs. 5 crores.
NSDL National Securities Depository Limited
NRI A person resident outside India, who is a citizen of India or a person of Indian origin and shall have the same meaning as ascribed to such term in the Foreign Exchange Management Act, 1999 and Rules framed thereunder.
Disclosure Document This Disclosure Document/ Private Placement Offer Letter through which the Debentures are offered on a private placement basis.
PAN Permanent Account Number issued by the Income Tax Department
RBI Reserve Bank of India
Record Date The date, as may be fixed by the Company, which will be 7 days prior to the Redemption Date on which the determination of the persons entitled to receive coupon/redemption amount in respect of the Debentures (i.e., persons whose names are registered in the register of Debenture Holders or NSDL/CDSL record) shall be made.
Registered Debenture Holder The Debenture holder whose name appears in the Register of Debenture Holders or in the beneficial ownership record furnished by NSDL/CDSL for this purpose.
Register of Debenture Holders The register maintained by the Company containing the name of Debenture holders entitled to receive coupon/redemption amount in respect of the Debentures on the Record Date, which shall be maintained at the Registered Office.
SCRA The Securities Contracts (Regulation) Act, 1956
SEBI The Securities and Exchange Board of India constituted under the SEBI Act,1992
SEBI Act The Securities and Exchange Board of India Act, 1992, as amended from time to time.
SEBI Debt Regulations/Debt Regulations
SEBI (Issue and Listing of Debt Securities) Regulations, 2008 (as amended from time to time)
Working Day/ Business Day All days except Saturday, Sunday and any public holiday on which banks in Mumbai are open for business.
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Schedule – I as per SEBI (Issue and Listing of Debt Securities) Regulation, 2008 as amended (including Securities And Exchange Board Of India (Issue And Listing Of Debt Securities) (Amendment) Regulations, 2012 through notification dated October 12, 2012) and SEBI (Issue and Listing of Debt Securities) (Amendment) Regulations, 2015 through notification dated March 24, 2015, SEBI Circular CIR/IMD/DF/17/2011 dated September 28, 2011 and Form no. PAS‐4 pursuant to section 42 and rule 14(1) of Companies (Prospectus and Allotment of Securities) Rules, 2014
2. ISSUER INFORMATION
(i) REGISTERED OFFICE OF THE ISSUER
Edelweiss Commodities Services Limited 2nd Floor, M.B. Towers, Plot No. 5, Road No. 2, Banjara Hills, Hyderabad‐500034, Andhra Pradesh, India. Tel: +91 40 4031 6900; Fax: +91 40 4031 6905; E‐mail: [email protected]; Website: www.edelweissfin.com
(ii) CORPORATE OFFICE OF THE ISSUER
Edelweiss Commodities Services Limited
Edelweiss House, Off C.S.T. Road, Kalina, Mumbai – 400 098, Maharashtra, India. Tel: +91 22 4009 4400; Fax: +91 22 4086 3759 E‐mail: [email protected]; Website: www.edelweissfin.com
(iii) COMPLIANCE OFFICER OF THE ISSUER:
Mr. Kamlesh Gujar Edelweiss House, Off C.S.T. Road, Kalina, Mumbai – 400 098, Maharashtra, India. Tel: +91 22 4009 4400; Fax: +91 22 4086 3759
(iv) CFO OF THE ISSUER:
Mr. Manish Jethwa Edelweiss House, Off C.S.T. Road, Kalina, Mumbai – 400 098, Maharashtra, India. Tel: +91 22 4009 4400; Fax: +91 22 4086 3759
(v) DEBENTURE TRUSTEE
IDBI Trusteeship Services Limited Asian Building, Ground Floor, 17, R. Kamani Marg, Ballard Estate, Mumbai – 400 001 Maharashtra, India,
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Tel: +91 22 40807000; Fax: +91 22 66311776/40807080 Contact person: ‐ Mr. Vibhore Chaturvedi
(vi) REGISTRAR OF THE ISSUER
Link Intime India Private Limited Address: C‐13, Pannalal Silk Mills Compound LBS Marg, Bhandup (W), Mumbai – 400 078, Maharashtra, India. Tel: +91 22 2594 6970; Fax: +91 22 2594 6969 Contact person:‐ Mr. Ganesh Jadhav
(vii) CREDIT RATING AGENCY TO THE ISSUE
ICRA Limited Address: 3rd Floor, Electric Mansion, Appasaheb Marathe Marg, Prabhadevi, Mumbai – 400 025 Maharashtra, India.
(viii) AUDITORS OF THE ISSUER
B S R & Associates LLP, Chartered Accountants Lodha Excelus, 5th Floor, Apollo Mills Compound N. M. Joshi Marg, Mahalakshmi, Mumbai – 400 011, Maharashtra, India. Tel: + 91 22 39896000; Fax: + 91 22 30902511
3. A BRIEF SUMMARY OF THE BUSINESS/ ACTIVITIES OF THE ISSUER AND ITS LINE OF BUSINESS
(a) Overview
Edelweiss Commodities Services Limited was originally incorporated as a Private Limited company under the name and style of Sky Heights Developers Private Limited on October 17, 2006 in the State of Maharashtra.
Subsequently, the name was changed from Sky Heights Developers Private Limited to “Comfort Projects Private Limited” with effect from May 7, 2009.
The Company became the subsidiary of Edelweiss Trading & Holdings Limited (ETHL) with effect from April 30, 2010 and, in turn of Edelweiss Financial Services Limited (EFSL). The equity shares of EFSL are listed on BSE Limited and National Stock Exchange of India Limited.
With effect from January 13, 2011, the status of the Company was changed from Private Limited Company to a Public Limited Company and, the name was changed to Comfort Projects Limited. The Registered Office of the Company was shifted from the state of Maharashtra to the state of Andhra Pradesh.
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Pursuant to the Composite Scheme of Arrangement, ETHL, the holding company, merged with the Company with effect from May 12, 2012.
The Company is engaged in Commodities Broking and Trading. Consequent upon the merger, the Company became the member of various Commodity Exchanges and Mandis of which ETHL was a member.
Further, with effect from August 17, 2012, the name of the Company stands changed to “Edelweiss Commodities Services Limited”.
(b) Corporate Structure EDELWEISS COMMODITIES SERIVCES LIMITED
Edelweiss Commodities Services Limited is a wholly owned subsidiary of Edelweiss Financial Services Limited. As of date, the Company has various subsidiaries.
(c) Key Operational and Financial Parameters for the last three audited years and half year ended September 30, 2015
( Rs. in crores)
Parameters Half year ended
September 30, 2015
(Unaudited)
Financial Year ended March 31,
2015 (Audited)
Financial Year ended
March 31, 2014
(Audited)
Financial Year ended March 31,
2013 (Audited)
Net worth 560 533 493 420
Total Debt (Refer Note 1) 5,919 5,023 2,341 2,627
of which ‐ Non Current Maturities of Long Term Borrowing 1,463 932 617 520
Long Term Borrowing 1,463 973
617 520
Short Term Borrowing 4,415 4,050 1,724 2,107
Current Maturities of Long Term Borrowing 41 41 ‐ ‐
Net Fixed Assets 336 350 376 395
Non Current Assets (Refer Note 2) 1,456 1,427 1,125 926
Cash and Cash Equivalents 279 536 379 1,065
Current Investments 3 4 6 * 0
Other Current Assets (Refer Note 3) 5,544 4,819 2,037 1,760
Other Current Liabilities (Incl. Provisions) (Refer Note 4) 839 1,227 669 658
Total Revenue (Net of COGS) 456 794 521 536
EBITDA 399 667 439 472
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EBIT 381
‐ 626 ‐ 440
Interest Expense 335 548 330 371
PAT 30 56 74 51
Dividend amounts ‐ 10 31 11
Current ratio 1.11 1.02 1.01 1.02
Interest coverage ratio (Refer Note 5) 1.14 1.14 1.23 1.18
Gross debt/Equity Ratio (Refer Note 7) 10.56 9.43 4.75 6.25
Debt Service Coverage Ratio (Refer Note 6) 0.12 0.21 0.22 0.22
Gross Debt: Equity Ratio of the Company:‐ (Refer Note 7)
Before the issue of debt securities 10.56 9.43
**After the issue of debt securities 10.57 10.41
* Amount is less than Rs. 0.50 Crore ** Includes proposed long term NCD issue of Rs. 5 Crores Notes: 1. Total debt includes long term and short term borrowings 2. Non current assets include net fixed assets 3. Other current assets includes stock, trade receivables, short term loans and advances and other current assets 4. Other current liabilities include trade payables and short term provisions
5. Interest Coverage Ratio is calculated as "Earnings before interest and Tax/ Interest Expense" 6. Gross Debt Equity Ratio is calculated as "Total Debt (Long Term + Short Term + Current Maturities of Long Term debt) / Net Worth" 7. Debt Service Coverage Ratio is calculated as "Earnings before interest and Tax/ (Interest Expense + Principal repayment in the next six months )". Not annualised for the six months ended 31 March 2015
(d) Project cost (including contribution of promoters or directors) and means of financing, in case of funding of
new projects :
None
4. A BRIEF HISTORY OF THE ISSUER
(a) History:
Edelweiss Commodities Services Limited was originally incorporated as a Private Limited company under the name and style of Sky Heights Developers Private Limited on October 17, 2006 in the State of Maharashtra. Subsequently, the name was changed from Sky Heights Developers Private Limited to “Comfort Projects Private Limited” with effect from May 7, 2009.
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The Company became the subsidiary of Edelweiss Trading & Holdings Limited (ETHL) with effect from April 30, 2010 and, in turn of Edelweiss Financial Services Limited (EFSL). The equity shares of EFSL are listed on BSE Limited and National Stock Exchange of India Limited. With effect from January 13, 2011, the status of the Company was changed from Private Limited Company to a Public Limited Company and, the name was changed to Comfort Projects Limited. The Registered Office of the Company was shifted from the state of Maharashtra to the state of Andhra Pradesh. Pursuant to the Composite Scheme of Arrangement, ETHL, the holding company, merged with the Company with effect from May 12, 2012. Further, with effect from August 17, 2012, the name of the Company stands changed to Edelweiss Commodities Services Limited. The Company is a wholly owned subsidiary of Edelweiss Financial Services Limited.
(b) Capital Structure of the Company as on March 31, 2016:
Share Capital
Particulars Amount
(Rs. in crores)
A. Authorised Capital:‐
30,000,000 Equity Shares of Rs. 10 each
72,000,000 Preference Shares of Rs. 10 each
30.00
72.00
B. Issued, Subscribed and Paid Up Capital:‐
29,775,368 Equity Shares of Rs. 10 each, fully
paid‐up
2,000,000‐7% Non‐Cumulative Non‐ Convertible
Redeemable Preference Shares of Rs. 10 each
25,290,000 ‐ 14.625% Cumulative Redeemable
Preference Shares of Rs. 10 each
29. 77
2.00
25.29
(c) Change in share capital as on March 31, 2016 (during last five years) :
(i) Authorised Share Capital:
Date of Change (AGM/EGM)
Amount in Rs. Particulars / Remarks
February 22, 2012 27,55,00,000
Increased from 550,000 shares of Rs 10/‐ each to 27,550,000 shares of Rs 10/‐ each consisting of 27,510,000 Equity shares of Rs 10 and 5,500,000 Preference shares of Rs 10/‐ each.
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March 26, 2012 28,55,00,000
Increased from 27,550,000 shares of Rs 10/‐ each to 28,550,000 shares of Rs 10/‐ each consisting of 27,510,000 Equity Shares of Rs 10/‐ and 1,040,000 Preference Shares of Rs 10 each
July 27, 2012 32,00,00,000
Increased from 28,550,000 Shares of Rs 10/‐ each to 32,000,000 Shares of Rs 10/‐ each consisting of 30,000,000 Equity Shares of Rs. 10/‐ each and 2,000,000 Preference Shares of Rs. 10 each.
June 13, 2013 1,02,00,00,000 Increased from 32,000,000 Shares of Rs. 10/‐ each to 102,000,000 Shares of Re. 10/‐ each consisting of 30,000,000 Equity shares of Rs. 10 each and 72,000,000 Preference shares of Rs. 10 each.
(ii) Change in Equity Share Capital as on March 31, 2016 (during last five years):
*Pursuant to the Composite Scheme of Arrangement approved by the Hon’ble High Court of Andhra Pradesh at Hyderabad on April 13, 2012, approving the merger of Edelweiss Trading & Holdings Limited (ETHL), with the Company, 2,97,75,368 Equity Shares of face value of Rs. 10 each at a premium of Rs. 34 each aggregating to Rs. 1,310,116,192/‐ to Edelweiss Financial Services Limited, the shareholder of ETHL.
(d) Details of any acquisitions or amalgamation in the last one year
None
(e) Details of any reorganization or reconstruction in the last one year
None
5. DETAILS OF THE SHAREHOLDING PATTERN AS ON MARCH 31, 2016 (a) Shareholding pattern of the Company as on March 31, 2016.
Sr. No.
Name of Shareholders Total No. of Equity Shares
No. of Shares in Demat form
Total Shareholding as % of total no. of
equity shares
1. Edelweiss Financial Services Limited 2,97,75,368* ‐ 100
Total 2,97,75,368* ‐ 100
*(including shares held by the nominees)
Date of Allotment
No. of Equity Shares
Face Value (Rs. )
Issue Price (Rs.)
Nature ofConside‐ration
Nature for allotment
Cumulative No. of Equity shares
Cumulative Paidup Share Capita(Rs. In Cr)
Cumulative Share Premium (Rs. In Cr)
Rema‐rks
August 14, 2012*
29,77,53,68 10 44 Pursuant to Scheme
Otherwise than in CASH
29,77,53,68 2,97,75,36,80 1,01,23,62,512
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(b) List of Top 10 holders of Equity Shares of the Company as on March 31, 2016
Sr. No.
Name of Shareholders Total No. of Equity Shares
No. of Shares in Demat form
Total Shareholding as % of total no. of equity shares
1. Edelweiss Financial Services Limited 2,97,75,368* ‐ 100
*(including 6 shares held by the nominees)
6. OUR MANAGEMENT
The Articles of Association of our Company require us to have not less than 3 (three) and not more than 15 (Fifteen) Directors. As on date, we have 2 (Two) Executive Directors, 2 (Two) Non‐ Executive Directors and 2 (Two) Independent Directors on the Board of Directors of the Company.
Board of Directors
The general superintendence, direction and management of our affairs and business are vested in the Board of Directors. Currently, we have 6 (Six) Directors on the Board of Directors.
DETAILS OF DIRECTORS
(a) NAMES AND ADDRESSES OF THE DIRECTORS OF THE ISSUER AS ON DATE OF THE ISSUE
Sr. No.
Name, Designation, DIN, Nationality, Occupation and Address
Age (years)
Date of Appointment
Details of other Directorships
1. Mr. Rujan Panjwani
Designation: Executive Director
DIN: 00237366
Nationality: Indian
Occupation: Service
Address: 26th Hem Prabha, 7th Floor, Marine Drive, Mumbai 400020
53 years 01/07/2013 1. Edelweiss Financial Services Limited
2. Edelweiss Tokio Life Insurance Company Limited
3. Edelweiss Asset Management Limited
4. Edelweiss Custodial Services Limited
5. Edel Land Limited
2. Mr. Pradeep Nagori
Designation: Executive Director
DIN: 03291315
Nationality: Indian
Occupation: Service
Address: G ‐ 628, Bhoomi Green, Raheja Estate, Kulupwadi, Borivali East,
Mumbai – 400 066
40 years 16/03/2015 1. EFSL Commodities Limited
2. Edelweiss Agri Value Chain Limited
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3. Mr. P.N. Venkatachalam
Designation: Independent Director
DIN : 00499442
Nationality: Indian
Occupation: Service
Address: Flat No 3C, Settlur Manor, No.2,
Sivaswamy Street (Behind UTI Bank), Off. Dr. Radhakrishnan Salai, Mylapore,
Chennai – 600004.
71 years 24/06/2013 1. ECL Finance Limited
2. Edelweiss Finance & Investments Limited
3. Edelweiss Financial Services Limited
4. Sundaram Finance Limited
5. UTI Asset Management Company Ltd
6. UTI Retirement Solutions Limited
7. Khazana Jewellery Private Limited
8. Edelweiss Tokio Life Insurance Company Limited
9. Sundaram BNP Paribas Home Finance Limited
10. Edelweiss Housing Finance Limited
4. Mr. Kunnasagaran Chinniah
Designation: Independent Director
DIN: 01590108
Nationality: Singaporian
Occupation: Professional
Address: 12, Countryside Grove,
Singapore 789967
58 years 25/02/2015 1. Edelweiss Capital (Singapore) Pte. Ltd.
2. Changi Airport International Pte. Ltd.
3. Hindu Endowment Board, Singapore
4. Edelweiss Financial Services Limited
5. Greenko Energy Holdings
6. Edelweiss Agri Value Chain Limited
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5. Mr. Deepak Maheshwari
Designation: Non Executive Director
DIN: 02601708
Nationality: Indian
Occupation: Service
Address: D‐0903, Tower II, Ashok
Gardens,Tokersey Jivraj Marg, Sewree ,
Mumbai‐ 400 015
39 years 12/03/2012 1. Edelweiss Fund Advisors Private Limited
2. Serenity Business Park Limited
6. Ms. Kalpana Maniar
Designation: Non Executive Director
DIN: 00719180
Nationality: Indian
Occupation: Service
Address: Flat No. 401, 4th Floor Parkside Diomizia, Dattatrye Marg, Dadar (W), Mumbai‐400028
53 years 25/02/2015 1. Edelweiss Capital Markets Limited
2. Vrishti Securities and Services Private Limited
3. Edelweiss Agri Value Chain Limited
Note: None of the Directors of the Company are in the RBI defaulter list and /or ECGF default list.
(b) Change in Directors since last three years (for the period April 1, 2013 to March 31, 2016):
Name, Designation DIN Date of Appointment / Resignation
Director of company since (in case of resignation)
Remarks
Mr. P.N. Venkatachalam Designation:‐ Independent Director
00499442 24/06/2013 ‐ Appointment
Mr. Venkat Ramaswamy Designation:‐ Executive Director
00008509 01/07/2013 - Appointment
Mr. Rujan Panjwani Designation:‐Executive Director
00237366 01/07/2013 ‐ Appointment
Mr. Shyam Kedia Designation:‐ Executive Director
01138665 25/07/2013 ‐ Appointment
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Mr. Venkat Ramaswamy Designation:‐ Executive Director
00008509 29/10/2013 01/07/2013 Resignation
Mr. Shyam Kedia Designation:‐ Executive Director
01138665 25/02/2015 25/07/2013 Resignation
Mr. Kunnasagaran Chinniah Designation:‐ Independent Director
01590108 25/02/2015 ‐ Appointment
Ms. Kalpana Maniar Designation:‐ Non Executive Director
00719180 25/02/2015 ‐ Appointment
Mr. Prasad Baji Designation:‐ Non Executive Director
00065911 16/03/2015 12/03/2012 Resignation
Mr. Pradeep Nagori Designation:‐ Non Executive Director
03291315 16/03/2015 ‐ Appointment
Mr. Pradeep Nagori Designation:‐ Executive Director
03291315 20/07/2015 ‐ Appointment
Mr. Riyaz Ladiwala Designation:‐ Non Executive Director
00209264 19/01/2016 26/11/2012 Resignation
Confirmations
Our Directors have not been identified as willful defaulters by the RBI, ECGC or any government authority. Any financial or other material interest of the directors, promoters or key managerial personnel in the offer and the effect of such interest in so far as it is different from the interests of other persons.
Nil Debenture holding of Directors:
As on date, none of our Directors hold any debentures in our Company.
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Remuneration of the Directors:‐
Remuneration paid to Directors during the Financial year: (In Rs.)
Sr. No.
Name of the Director FY 2014‐15 FY 2013‐14 FY 2012‐13
1 Mr. Rujan Panjwani 40,421,504 1,76,50,002 ‐
2 Mr. Shyam Kedia 7,434,638 5,52,16,636 ‐
3 Mr. P.N. Venkatachalam ‐ 11,00,000
4 Mr. D.P. Jhawar ‐ ‐ 2,27,075
7. DETAILS OF AUDITORS OF THE COMPANY
(a) Details of the Auditor of the Company
Name Address Auditor since
B S R & Associates LLP, Chartered Accountants
Lodha Excelus, 1st Floor, Apollo Mills Compound, N. M. Joshi Marg,
Mahalakshmi, Mumbai ‐ 400 011,
Maharashtra ,India
March 26, 2012
(b) Details of changes in Auditors since last three years : No changes in the Auditor in last three years
8. DETAILS OF BORROWINGS AS ON MARCH 31, 2016
(a) Details of Secured Loan Facilities :
Lender’s name
Type of facility
Amount sanctioned (In Rs.)
Principal amount outstanding
(In Rs.)
Repayment Date / Schedule
Security
ING Vysya Bank
Term loan 3,25,00,00,000 2,43,75,00,000 Over a period of 5 years Building
IndusInd Bank Working Capital Term loan
2,00,00,00,000
55,87,21,400 Payable within 15 days Stock
DCB Bank Working Capital Term loan
30,00,00,000 17,89,06,900 Payable within 15 days Stock
Axis Bank Working Capital Term loan
1,50,00,00,000 99,99,31,325 Payable within 15 days Stock
Yes Bank Cash Credit 200,00,00,000 1,98,99,81,211 Short term CC facility Receivables
Various lenders
Non‐Convertible Debentures
N.A. 10,96,50,00,000 Refer Annexure A Refer Annexure A
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(b) Details of Unsecured Loan Facilities:
Lender’s name
Type of facility Amount sanctioned (In Rs.)
Principal amount outstanding (In Rs.)
Repayment Date / Schedule
Edelweiss Insurance Brokers Limited
Term loan 5,00,000 5,00,000 Payable after 1 year but no later than 3 years
Styrax Commodities Ltd (Edelweiss Advisors Ltd)
Term loan 2,55,00,000 2,55,00,000 Payable after 1 year but no later than 3 years
Lichen Metals Private Limited
Term loan 10,00,00,000 10,00,00,000 Payable after 1 year but no later than 3 years
Edelweiss Financial Services Limited
Term loans 30,05,80,956 30,05,80,956 Payable on demand
Edelweiss Insurance Brokers Limited
Term loans 8,78,45,962 8,78,45,962 Payable on demand
Edel Finance Company Limited
Term loans 50,00,000 50,00,000 Payable on demand
Edelweiss Global Wealth Management Limited
Term loans 3,22,00,000 3,22,00,000 Payable on demand
Glen Infrabuild Pvt. Ltd.
Inter‐Corporate Deposit
NA 10,20,00,000 Payable on demand
Forward Buildwell Pvt. Ltd.
Inter‐Corporate Deposit
NA 10,00,00,000 Payable on demand
Forefront Capital Management Private Limited
Term loans 13,69,35,000 13,69,35,000 Payable on demand
Frugal Realty Limited
Inter‐corporate deposit
N.A. 40,00,000 Payable on demand
Edelweiss Asset Management Limited
Inter‐corporate deposit
N.A. 4,20,00,000 Payable on demand
Edelcap Insurance Advisors
Term loan 48,58,00,000 48,58,00,000 Payable on demand
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Edelvalue Partners
Term loan 36,21,22,691 36,21,22,691
Payable on demand
Lichen Metals Private Limtied
Term loan 70,31,35,324 70,31,35,324
Payable on demand
Various parties
Commercial paper (Face Value)
N.A. 44,41,00,00,000 Less than 1 year
(c) Details of Non Convertible Debentures as on March 31, 2016:
For details of Non Convertible Debentures refer Annexure A (d) List of Top 10 Debenture holders as on March 31, 2016 :
Sr. No. Name of Debenture holders Amount (Rs. In million)
1. FRANKLIN INDIA ULTRA SHORT BOND FUND 3,000
2. BIRLA SUN LIFE TRUSTEE COMPANY PRIVATE LIMITED A/C BIRLA SUN LIFE DYNAMIC BOND FUND
2,500
3. FRANKLIN INDIA CORPORATE BOND OPPORTUNITIES FUND 1,650
4. DHFL Pramerica Trustees Private Limited A/c‐ DHFL Pramerica Ultra Short Term Fund
1,250
5. UTI ‐ FTIF SERIES XXII ‐ VI (1098 DAYS) 500
6. FRANKLIN INDIA SHORT TERM INCOME PLAN 350
7. RELIGARE INVESCO MEDIUM TERM BOND FUND 250
8. FRANKLIN TEMPLETON MUTUAL FUND A/C FRANKLIN INDIA SAVINGS PLUS FUND
250
9. DHFL Pramerica Trustees Private Limited A/C DHFL Pramerica FIXED MATURITY PLAN‐ SERIES 58
115
10. BARODA PIONEER CREDIT OPPORTUNITIES FUND 100
(e) The amount of corporate guarantee issued by the issuer along with name of the counter party (like name
of the subsidiary, JV entity, group company, etc) on behalf of whom it has been issued : For details of Corporate Guarantee refer Annexure B
(f) Details of Commercial Paper:
The total face value of the Commercial Papers outstanding as on March 31, 2016:‐
(Rs. in million)
Maturity Date Redemption Amount
12‐Apr‐16 50
27‐Apr‐16 1,500
28‐Apr‐16 1,000
29‐Apr‐16 7,750
09‐May‐16 500
16‐May‐16 3,750
18
18‐May‐16 1,000
20‐May‐16 3,750
23‐May‐16 1,000
25‐May‐16 3,500
26‐May‐16 750
27‐May‐16 1,000
30‐May‐16 1,900
31‐May‐16 3,500
01‐Jun‐16 850
02‐Jun‐16 4,000
15‐Jun‐16 2,000
21‐Jun‐16 700
21‐Jul‐16 500
02‐Aug‐16 160
12‐Sep‐16 250
13‐Feb‐17 500
01‐Mar‐17 2,000
22‐Mar‐17 1,750
27‐Mar‐17 750
Total 44,410
(g) Details of rest of the borrowing (if any including hybrid debt like FCCB, Optionally Convertible Debentures /
Preference Shares) as on March 31, 2016:
NONE
(h) Details of all default/s and/or delay in payments of interest and principal of any kind of term loans, loans from any bank or financial institutions, deposits, debt securities and other financial indebtness including corporate guarantee issued by the Company, Statutory dues:
NONE
(i) Details of outstanding borrowings taken / debt securities issued where taken / issued (a) for consideration other than cash, whether in whole or part, (b) at premium or discount, or (c) in pursuance of an option:
NONE
9. Details of Promoters of the Company :
(a) Details of Promoter holding in the Company as on March 31, 2016
Details of the Equity Shares held by the Promoters and Promoter Group in the Company as on March 31, 2016
Sr. No.
Name of Shareholders
Total no. of equity shares
No, of shares in demat form
Total Shareholding as % if total no. of equity shares
No of shares pledged
% of shares pledged with respect to shares owned
1. Edelweiss Financial Services Limited including nominees
2,97,75,368 ‐ 100% ‐ ‐
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10. 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.
Enclosed as Annexure C
11. (a) Abridged version of Latest Audited / Limited Review Half Yearly Consolidated (wherever available) and
Standalone Financial Information (like Profit & Loss statement, and Balance Sheet) and auditors qualifications, if any. Abridged version of financial results for the half year ended 30 September 2015 is enclosed as Annexure D (b) Related party transactions entered during the last three financial years immediately preceding the year of circulation of Disclosure Document including with regard to loans made or, guarantees given or securities provided Enclosed as Annexure E (c) Summary of reservations or qualifications or adverse remarks of auditors in the last five financial years immediately preceding the year of circulation of Disclosure Document and their impact on the financial statements and financial position of the Company and the corrective steps taken and proposed to be taken by the Company for each of the said reservations or qualifications or adverse remark. Nil (d) Any change in accounting policies during the last three years and their effect on the profits and the reserves of the company. Nil Profits of the company, before and after making provision for tax, for the three financial years immediately preceding the date of circulation of Disclosure Document:‐ (Rs. In Crores)
Particulars FY 14‐15 FY 13‐14 FY 12‐ 13
Profit Before Tax 78.67 75.85 68.25
Tax 22.61 1.43 17.05
Profit After Tax 56.06 74.42 51.20
Dividends declared by the Company in respect of the said three financial years; interest coverage ratio for last three years (Cash profit after tax plus interest paid/interest paid)
Particulars FY 2014‐15
FY 2013‐14
FY 2012‐ 13
Dividend per equity share (in Rs.) 3.35 10.45 3.70
Interest coverage ratio 1.14 1.23 1.18
12. (a) 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.
20
1. On 1st July 2013, the Supply Inspector, Tahsil office Panvel, inspected the premises of
M/S. Akshay Ware Housing, situated on the old Poona Highway, at village Derawali, Tal‐Panvel, Dist‐Raigad. Suspecting overstocking of pulses the Supply Inspector instructed the Sr. Inspector of Police, Panvel taluka Police Station to register a complaint under Sec 3, 7, 8 and 10 of the Act. The pulses seized in the matter were imported and hence, were exempt from stock limits. At the proceedings before the Collector, Raigad, documents and information pertaining to import of the pulses were presented and submitted. Subsequently, the Collector, Raigad upon being satisfied that the pulses were imported, vide order dated March 04, 2014 ordered the release of the seized pulses. The Panvel Police filed a charge sheet bearing number 702/ 2014 dated Nov 29, 2014 before the Panvel court. The Company has filed discharged application in the matter and the same is pending for disposal.
2. During October 2015, the pulse imported by the Company which were warehoused at various
locations were seized by Food Supply Officer under Essential Commodities Act and Maharashtra Schedule Commodities Order 2015. The said pulses have now been released by the authorities.
(b) Details of any litigation or legal action pending or taken by any Ministry or Department of the Government or a statutory authority against any promoter of the offeree Company during the last three years immediately preceding the year of the circulation of the Disclosure Document and any direction issued by such Ministry or Department or statutory authority upon conclusion of such litigation or legal action.
NIL
(c) Details of any inquiry, inspections or investigations initiated or conducted under the Companies Act or any previous company law in the last three years immediately preceding the year of circulation of Disclosure Document in the case of Company and all of its subsidiaries.
Nil
(d) Details of acts of material frauds committed against the Company in the last three years, if any, and if so, the action taken by the company.
Nil
(e) Prosecutions filed (whether pending or not) fines imposed, compounding of offences in the last three
years immediately preceding the year of the Disclosure Document and if so, section‐wise details thereof for the Company and all of its subsidiaries.
21
The Company and various subsidiaries are regulated by sector specific Regulators. During the normal course of business, for operational non‐ compliance, monetary penalties are imposed which are not material/ substantial in nature.
13. The names of the debenture trustee(s) shall be mentioned with statement 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.
IDBI Trusteeship Services Limited has given their consent to the Issuer to act as Trustee for the Debenture holders under Regulation 4 (4) of the Debt Regulations.
14. 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.
ICRA Limited has assigned [ICRA] AA (pronounced as “ICRA Double A”) rating with Stable Outlook for long term borrowings through NCDs.
The letter issued by ICRA is enclosed as Annexure F.
15. 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.
None
16. Copy of consent letter from the Debenture Trustee shall be disclosed.
The copy of consent issued by IDBI Trusteeship Services Limited, the Debenture Trustee is enclosed as Annexure G.
17. 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 Whole –Sale Debt Segment of BSE Limited. The designated stock exchange is BSE Limited.
18. The Company hereby declares and confirms that it will seek NOC from existing charge holders for release
of charge on the assets on which charge is proposed to be created. Not Applicable
19. Other details
(a) Debenture Redemption Reserve The Company shall create the Debenture Redemption Reserve in accordance with the provisions of the Companies Act 2013, Rules framed thereunder, notifications and Circular issued from time to time.
(b) Name and address of the valuer who performed valuation of the security offered; Not Applicable.
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(c) Issue/instrument specific regulations ‐ relevant details (Companies Act, RBI guidelines, etc).
o The Companies Act, 2013 and the Rules framed there under and any amendment thereto o SEBI (Issue and Listing of Debt Securities) Regulation, 2008 as amended (including Securities and
Exchange Board of India (Issue and Listing of Debt Securities) (Amendment) Regulations, 2012 through notification dated October 12, 2012) and SEBI (Issue and Listing of Debt Securities) (Amendment) Regulations, 2015 through notification dated March 24, 2015.
o SEBI Circular CIR/IMD/DF/17/2013 dated October 22, 2013 o SEBI Circular CIR/IMD/DF/18/2013 dated October 29, 2013 to the extent applicable o SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015
(d) The Board of Directors has authorized a committee of Directors comprising of Mr. Rujan Panjwani,
Mr. Deepak Maheshwari, Mr. Manish Jethwa and Mr. Kamlesh Gujar to approve the Disclosure Document.
The Directors declare that:
(i) the Company has complied with the provisions of the Act and the rules made thereunder; (ii) the compliance with the Act and the rules does not imply that payment of interest or redemption of
debentures, if applicable, is guaranteed by the Central Government; (iii) the monies received under the offer shall be used only for the purposes and objects indicated in the
Offer Letter.
(e) Application for the Debentures
How to Apply
Applications for the Debentures must be made in the Application Form and must be completed in block letters in English by investors. Application Forms must be accompanied by either a demand draft or cheque or electronic fund transfer instruction drawn or made payable in favour of "Edelweiss Commodities Services Limited” and marked ‘A/c Payee Only’ in case of cheques. The full amount of the Debentures applied for has to be paid along with the delivery of the fully completed and executed Application Form together with other applicable documents described below.
Cheques/ /electronic fund transfer instruction may be drawn on any bank which is situated and is a member or sub‐member of the Bankers’ clearing houses located at Mumbai. Investors are required to make payments only through cheques//electronic transfer payable at Mumbai.
In case the payment is made by Real Time Gross Settlement (RTGS), the funds have to be credited to the issuer’s
current account, the details of which are given below:
Name of the Bank ICICI Bank Limited
Name of the account holder Edelweiss Commodities Services Limited
Account Number 000405106375
IFSC Code ICIC0000004
The Company assumes no responsibility for any applications/cheques/demand drafts lost in mail or in transit.
Who can Apply
Nothing in this Disclosure Document shall constitute and/or deem to constitute an offer or an invitation to an offer, to be made to the Indian public or any section thereof through this Disclosure Document, and this Disclosure Document and its contents should not be construed to be a prospectus under the Companies Act.
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The following categories of investors, when specifically approached, are eligible to apply for this private placement of Debentures
Individuals
Hindu Undivided Family
Trust
Limited Liability Partnerships
Partnership Firm(s)
Portfolio Managers registered with SEBI
Association of Persons
Companies and Bodies Corporate including Public Sector Undertakings.
Commercial Banks
Regional Rural Banks
Financial Institutions
FIIs/ Sub Account of FII
Insurance Companies
Mutual Funds
Any other investor eligible to invest in these Debentures
All investors are required to comply with the relevant regulations/guidelines applicable to them for investing in
this Issue.
This Disclosure Document and the contents hereof are restricted for only the intended recipient(s) who have been addressed and only such recipients are eligible to apply for the Debentures. Furthermore, NRIs, OCBs, FIIs and other persons resident outside India are not eligible to apply for or hold the Debentures.
Application by Banks/Corporate Bodies/Mutual Funds/FIs/Trusts/Statutory Corporations
The applications must be accompanied by certified true copies of (i) Memorandum and Articles of
Association/constitution/bye‐laws/trust deed; (ii) resolution authorizing investment and containing operating
instructions; and (iii) specimen signatures of authorized signatories; Application made by an Asset Management
Company or custodian of Mutual Fund shall clearly indicate the name of the concerned scheme for which
application is being made.
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 signatures of all authorised signatories must be lodged along with the submission of the completed
Application Form. Further, modifications/additions in the power of attorney or authority should be delivered to
the Company at its Corporate Office.
PAN
Each of the applicants should mention his/her/their PAN allotted under the IT Act. Applications without PAN will
be considered incomplete and are liable to be rejected.
Basis of Allotment
The Company has the sole and absolute right to allot the Debentures to any applicant.
Right to Accept or Reject Applications
The Company is entitled at its sole and absolute discretion to accept or reject any application, in part or in full,
without assigning any reason. Application Forms that are not complete in all respects shall be rejected at the sole
and absolute discretion of the Company.
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Payment of Coupon/ Interest
Coupon/ Interest if any will be paid only to the Debenture holders registered in the Register of Debenture holders or in the Depository Records. The determination of the persons entitled to receive Coupon if any in respect of the Debentures (i.e., persons whose names are registered in the register of Debenture holders or the Depositories’ record) shall be made on the Record Date. In the case of joint holders of Debentures, Coupon if any shall be payable to the first named Debenture holder.
Redemption
The entire principal amount (including interest or redemption premium if any) of the Debentures will be repaid,
on or before the Redemption Date. No surrender of debentures by the debenture holders will be allowed prior to
the redemption date.
The Debentures held in the dematerialised form shall be taken as discharged on payment of the redemption
amount by the Company on maturity to the registered debentureholders whose name appears in the Register of
debentureholders on the record date. Such payment will be a legal discharge of the liability of the Company
towards the debentureholders. On such payment being made, the Company will inform Depository and
accordingly, the account of the debentureholders with Depository will be adjusted. On the Company dispatching
the amount as specified above in respect of the Debentures, the liability of the Company shall stand
extinguished. The Company's liability to the debentureholders towards all their rights including for payment or otherwise shall
cease and stand extinguished from the due dates of redemption in all events. Further the Company will not be
liable to pay any compensation from the dates of such redemption.
Place, Currency and Mode of Payment
All obligations of the Company on the Debentures including Coupon, are payable at Mumbai in Indian Rupees
only. The payments will be made through cheques or RTGS/NEFT/Fund Transfer mode. Issue of Debentures in Dematerialised Form
The Debentures will be issued only in dematerialized form. The trading in Debentures will be in dematerialized
mode only. The Company 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 as per the provisions of
Depositories Act. The Depository Participant’s name, DP‐ID and beneficiary account number must be mentioned
at the appropriate place in the Application Form. The Company shall take necessary steps to credit the
Debentures allotted to the depository account of the investor. Succession
In the event of demise of a Registered Debenture holder of the Debentures, or the first holder in the case of joint holders, the Company will recognize the executor or administrator of the demised Debenture holder or the holder of succession certificate or other legal representative of the demised Debenture holder as the Registered Debentures holder of such Registered Holder’s Debentures if such a person obtains probate or letter of administration or is the holder of succession certificate or other legal representation, as the case may be, from a Court in India having jurisdiction over the matter and delivers a copy of the same to the Company. The Company may in its absolute discretion, where it thinks fit, dispense with the production of the probate or letter of administration or succession certificate or other legal representation, in order to recognize such holder as being entitled to the Debentures standing in the name of the demised Debenture holder(s) on production of sufficient documentary proof or indemnity. In case a person other than individual holds the Debentures, the rights in the Debentures shall vest with the successor acquiring interest therein, including liquidator or such any person appointed as per the applicable law.
25
Notices
The notices, communications and writings to the Debenture holder(s) required to be given by the Company shall
be deemed to have been given if sent by registered post to the Registered Debenture holder(s) at the address of
the Debenture holder(s) registered with the Corporate Office. All notices, communications and writings to be given by the Debenture holder(s) shall be sent by registered post
or by hand delivery to the Company at its Corporate Office or to such persons at such address as may be notified
by the Company from time to time and shall be deemed to have been received on actual receipt of the same. Rights of Debenture holders
The Debenture holder(s) shall not be entitled to any right and privileges of shareholders other than those
available to them under the Companies Act. The Debenture shall not confer upon the holder the right to receive
notice(s) or to attend and to vote at any general meeting(s) of the shareholders of the Company.
Modifications of Rights
The rights, privileges and conditions attached to the Debentures may be varied, modified or abrogated upon a Special Request or by a Special Resolution duly passed at the meeting of the Debentureholders convened in accordance with the provisions set out in the Schedules of the Debenture Trust Deed. Future Borrowings
The Company shall be entitled, from time to time, to make further issue of Debentures, other debt securities
(whether pari passu or junior to the Debentures) and other instruments and securities to any person or persons
including to the public or a section of the public and/or members of the Company and/or to raise further loans,
advances and/or avail further financial and/or guarantee facilities from financial institutions, banks and/or any
other person(s) without any further approval from or notice to the Debenture holders/Debenture Trustee.
Tax Benefits
A debenture holder is advised to consider in his own case the tax implications in respect of subscription to the
Debentures after consulting his tax advisor.
Refund Cheques
Loss of refund cheques should be intimated to the Company immediately. Upon receipt of request for issue of
duplicate refund cheques, the Company shall consider the same and such issue of duplicate cheques shall be
governed by applicable law and any other conditions as may be prescribed by the Company.
Debenture Trustee The Company has appointed IDBI Trusteeship Services Limited as the Debenture Trustee. All the rights and remedies of the Debenture holders shall vest in and shall be exercised by the Debenture Trustee without referring to the Debenture holders. All investors are deemed to have irrevocably given their authority and consent to IDBI Trusteeship Services Limited to act as their debenture trustee and for doing such acts and signing such documents to carry out their duty in such capacity. Any payment by the Company to the Debenture Trustee on behalf of the Debenture holders shall discharge the Company pro tanto to the Debenture holders. Resignation/retirement of the Debenture Trustee shall be as per terms of the trust deed to be entered into between the Company and the Debenture Trustee. A notice in writing to the Debenture holders shall be provided for the same.
26
Anti Money Laundering
Since these debentures are issued in “compulsory demat mode” and the Company uses depository system for allotment of the debentures, KYC checks conducted by depository participants at the time of accepting the customer or transaction under the prevention of money laundering policy adopted by depositories or depository participant shall be considered adequate irrespective of risk level of the customer or transaction. However, as a matter of a good practice, Company may examine transactions/clients that may fall under “suspicious transactions” category as defined under Prevention of Money Laundering Act, 2002 and seek further information from the clients.
20. MANAGEMENT’S PERCEPTION OF RISK FACTORS The Issuer believes that the following risk factors may affect its ability to fulfill its obligations in respect of the Debentures. All of these factors are contingencies which may or may not occur and the Issuer is not in a position to express a view on the likelihood of any such contingency occurring. Potential investors should perform their own independent investigation of the financial condition and affairs of the Issuer, and their own appraisal of the creditworthiness of the Issuer. Potential investors should consult their own financial, legal, tax and other professional advisors as to the risks and investment considerations with respect to the Debentures. Potential investors should thereafter form their own views prior to making any investment decision. POTENTIAL INVESTORS ARE ADVISED TO CAREFULLY READ THESE PRINCIPAL RISKS ASSOCIATED WITH THE DEBENTURES. THESE RISKS ARE NOT, AND ARE NOT INTENDED TO BE, A COMPLETE LIST OF ALL RISKS AND CONSIDERATIONS RELEVANT TO THE DEBENTURES OR THE POTENTIAL INVESTOR’S DECISION TO PURCHASE THE DEBENTURES. Please note that unless specified or quantified in the relevant risk factors, the Issuer is not in a position to quantify the financial or other implications of any risk mentioned herein below: INTERNAL RISK FACTORS
1. Repayment of principal and interest is subject to the credit risk of the Issuer: Potential investors should be aware that repayment of the principal amount, (i.e. the redemption amount) and payment of interest and any other amounts that may be due in respect of the Debentures is subject to the credit risk of the Issuer. Potential investors assume the risk that the Issuer will not be able to satisfy its obligations under the Debentures. In the event that bankruptcy proceedings or composition, scheme of arrangement or similar proceedings to avert bankruptcy are instituted by or against the Issuer, the payment of sums due on the Debentures may not be made or may be substantially reduced or delayed.
2. The secondary market for the Debentures may be illiquid.
The Debentures may be illiquid and no secondary market may develop in respect thereof. Even if there is a secondary market for the Debentures, it is not likely to provide significant liquidity. Potential investors may have to hold the Debentures until redemption to realize any value.
27
3. Credit Risk & Rating Downgrade Risk
ICRA Limited has assigned “[ICRA] AA” (pronounced as “ICRA Double AA”) rating with Stable Outlook for long term borrowings through NCDs. The Issuer cannot guarantee that this rating will not be downgraded. In the event of deterioration in the financial position of the Issuer, there is a possibility that the Rating Agency may downgrade the rating of the Debentures. Such a downgrade in the credit rating may lower the value of the Debentures.
4. Security may be insufficient to redeem the Debentures
The Security for the Debentures consists of a first pari passu mortgage and charge over the Mortgaged Premises and a charge on the Receivables and Stock in trade to the extent equal to the principal and interest amounts of the Debentures outstanding at any point of time; In the event that the Company is unable to meet its payment and other obligations towards Debentureholders under the terms of the Issue, the Debenture Trustee may enforce the Security as per the terms of the Debenture Trust Deed and other related documents.
5. Any change in the laws regulating our business may have an adverse impact our business and
impacting our profitability.
The Issuer is subject generally to changes in Indian law, as well as to changes in government regulations and policies and accounting principles. Any change in the regulatory framework could adversely affect the profitability of the Issuer or its future financial performance, by requiring a restructuring of its activities, increasing costs or otherwise.
6. The Contingent Liability of the Issuer as on March 31, 2016 could adversely affect its financial position
As on March 31, 2016, the Company had contingent liabilities inter alia in the form of corporate guarantees, bank guarantees etc. provided on behalf of various subsidiaries issued in favour of various counterparties. If any of these contingent liabilities materialise, business, financial condition and results of operation of the Company could be adversely affected.
7. Access to Commercial Borrowings The Company's growth will depend on its continued ability to access funds at the competitive rates. With the growth of its business, the Company is increasingly reliant on borrowings. The market for such funds is competitive and the ability of the Company to access funds at the competitive rates will depend on various factors, including its ability to maintain its credit ratings. For carrying out commodities trading and derivatives broking business the Company requires membership/affiliation of Commodity Exchanges/Trade organisations on a continuous basis. Other licenses and/or registrations will be subject to periodical renewals of licenses and/or registrations and on going compliances as required by Commodity Exchanges,Trade organisations and other competent authorities. Failure on the part of the Company to retain or renew licenses and/or registrations and comply with the regulatory requirements in a timely manner may adversely affect business operations of the Company.
28
8. The Company is exposed to various operational risks, including the risk of fraud and other misconduct by employees or outsiders
As with other commodities brokers, the Company is exposed to various operational risks such as fraud or misconduct by its employees or by outsiders, unauthorised transactions by employees or third parties, misreporting of and non‐compliance with the statutory and legal requirements and operational errors. Any instance of employee misconduct, fraud or improper use or disclosure of confidential information could result in regulatory and legal proceedings against the Company which if unsuccessfully defended, could materially and adversely affect its business, future financial performance and results and business operations.
EXTERNAL RISK FACTORS
1. Change in policies/ regulations
Commodities Brokers in India are subject to detailed supervision and regulations by the Commodity Exchanges and the Securities and Exchange Board of India (SEBI). Before the merger of Forwards Markets Commission (FMC) with SEBI, the commodities brokers were regulated by FMC. The Company is also subject to licences issued by Agriculture Produce Market Committees and the Food and Civil Supply Department of each States as may be applicable. In addition, the Company is generally subjected to changes in Indian law, as well as to changes in the regulations and policies and accounting principles. The regulators / authorities may from time to time place restrictions on trading in commodities and /or margin requirements, which may have an impact on the activities carried on by the Company.
As the Company is subject to changes in Indian laws, regulations and accounting principles, there can be
no assurance that the laws governing the financial / commodities markets will not change in the future or that such changes or the interpretation or enforcement of existing and future laws and rules by governmental and regulatory authorities will not affect our business and future financial performance.
2. Any slowdown in the Indian economy or volatility in global commodity prices, could adversely affect business and impact performance of the Company.
3. Any political instability could delay the reform of the Indian economy, which could materially adversely impact business of the Company.
4. Terrorist attacks or war or conflicts involving countries in which we operate or where our customers are located could adversely affect the financial markets and adversely affect our business.
5. Natural calamities could have an adverse impact on the economies in which we have operations, which could adversely affect business of the Company and the valuation of its Equity Shares and price of the Debentures.
6. The markets for securities bearing emerging market risks, are, to varying degrees, influenced by economic and securities market conditions in other emerging market countries, including India. Accordingly, the price and liquidity of the Debentures may be subject to significant fluctuations, which may not necessarily be directly or indirectly related to financial performance of the Company.
7. Any adverse revision to India's credit rating for domestic and international debt by international rating agencies may adversely impact ability of the Company to raise additional finance and the interest rates and other commercial terms at which such additional finance is available.
29
UNDERTAKINGS BY THE INVESTOR:
The following risks associated to the Debentures, is subject to and pursuant to the terms of the Debentures as provided in this Disclosure Document. The initial subscriber by subscribing to, and any subsequent purchaser by purchasing the Debentures, shall be deemed to have agreed, and accordingly the Company shall be entitled to presume, that each of the initial subscriber, and any subsequent purchaser (Debenture holder, as also referred to hereinabove and hereinafter):
(A) has
(1) sufficient knowledge (including of applicable laws, rules, regulations, circulars), experience and expertise as an investor, to make the investment in such Debentures;
(2) not relied on either of the Company, or any of its affiliates, holding company, or any person acting on its behalf for any information, advice or recommendations of any sort except as regards the accuracy of the specific factual information about the terms of the Debentures as set out in the Disclosure Document;
(3) understood that information contained in the Disclosure Document, or any other document issued by the Company is not being construed as business or investment advice; and
(4) made an independent evaluation and judgment of all risks and merits before investing in the Debentures;
(B) has understood there may be delay in listing of that the Debentures and even after being listed, may not be
marketable or may not have a market at all; (C) has understood that in the event that the Debenture holder suffers adverse consequences or loss, the
Debenture holder shall be solely responsible for the same and the Company, or any of its affiliates, holding company, or any person acting on its behalf shall not be responsible, in any manner whatsoever, for any adverse consequences or loss suffered by the Debenture holder, including but not limited to, on the basis of any claim that no adequate disclosure regarding the risks involved was made or that the full risks involved were not explained or understood;
(D) has reviewed the terms and conditions applicable to the Debentures as contained in the Disclosure
Document, and understood the same, and, on an independent assessment thereof, confirmed the same to be correct and, found the same acceptable for the investment made and has also reviewed the risk disclosure with respect to the Debentures, and understood the risks, and determined that the Debentures are a suitable investment.
(E) has received all the information believed to be necessary and appropriate or material in connection with,
and for, the investment in the Debentures; (F) holds the Debentures as an investment and has not purchased the Debentures on a speculative basis;
(G) as an investor, is knowledgeable about applicable laws, rules, regulations with respect to the Debentures
and is experienced in making investments,;
(I) in investing in the Debentures:
(i) has obtained such independent and appropriate financial, tax, accounting and legal advice as required and/or deemed necessary, to enable the Debenture holder to independently evaluate, assess and understand the appropriateness, merits and risks associated with investing in the Debentures, and also as to the Debenture holders’ legal competency and ability (including under applicable laws and regulations), to invest in the Debentures;
30
(H) undertakes that, if the Debenture holder sells the Debentures to subsequent investors, the Debenture holder shall ensure, and it is the Debenture holder’s obligation in that regard, that: (1) the subsequent investors receive the terms and conditions, risks and representations contained in the Disclosure Document and any other related document and fully understand the Debentures,
(2) sale to subsequent investors will be subject to such investors having confirmed the receipt of all of (1) above, (3) the sale and transfer of the Debentures shall be effected only in the manner stipulated: by the Stock Exchange in accordance with the rules, regulations and bye‐laws of the Stock Exchange;
(I) has the legal ability to invest in the Debentures, and the investment does not contravene any provision of
any law, regulation or contractual restriction or obligation or undertaking binding on or affecting the Debenture holder, or its assets;
(J) where the Debenture holder is a partnership firm:‐
(i) its investing in the Debentures on its terms is within the scope of its investment policy and is not in conflict with the provisions of the partnership deed currently in force;
(ii) the investment in Debentures is being made by and on behalf of the partners (and binds all the partners jointly and severally), and that the partnership is in force and existing, and the investment has been ratified by all of the partners, jointly and severally;
(iii) the investment in Debentures has been duly authorised by all the partners, and does not contravene any provisions of the partnership deed, or any law, regulation or contractual restriction or obligation or undertaking binding on or affecting the partnership or its assets or any of the partners or their respective assets;
(iv) for any minor as may have been admitted to the benefits of the partnership, the legal guardian of the minor has confirmed that the above applies equally to the minor as if the minor were a partner; and
(v) for any Hindu Undivided Family (“HUF”) that may be partner, the Karta declares that the above equally binds each of the co‐parcenors and beneficiaries of the HUF; and
(K) where the Debenture holder is a Company, also confirms that:‐
(i) notwithstanding the variable nature of the return on the Debentures, the Debenture holder is not precluded under any law, rules, regulations and/ or circular/s issued by any statutory authority/ies including under the Companies Act, 2013 and the Rules framed thereunder, from investing in the Debentures;
(ii) all necessary corporate or other necessary action has been taken to authorize, and that the Debentureholder has corporate ability and authority, to invest in the Debentures; and
(iii) investment in the Debentures does not contravene any provisions of the memorandum and the articles of association, or any law, regulation or contractual restriction or obligation or undertaking binding on or affecting the Debenture holder or the Debenture holder’s assets.
(L) where there is an intermediary who sells the Debentures (“Intermediary”), it also confirms that:‐
(i) it is registered with SEBI;
(ii) it is fully in compliance with the laws and regulations applicable to it including the Prevention of Money Laundering Act, 2002 (“PML Act”), the Prevention of Money Laundering (Maintenance of Records of the Nature and Value of Transactions, the Procedure and Manner of Maintaining and Time for Furnishing Information and Verification and Maintenance of Records of the Identity of the Clients of the Banking Companies, Financial Institutions and Intermediaries) Rules, 2005 (“PML Rules”), the requirements of
31
Circular dated 20th March 2006 “Guidelines on Anti‐Money Laundering Standards” of the SEBI (“AML Guidelines”) together with the PML Act and the PML Rules, the “AML Laws & Rules”), all applicable know‐your‐client norms (“KYC Guidelines”) and all applicable rules, regulation and guidelines issued by any relevant regulator;
(iii) the Intermediary is appropriately selling the Debentures to its Clients /the investor(s) and such sale of the Debentures is within the scope of its authority and accordingly binds each of the Clients/ investor(s). The Intermediary has independently satisfied itself:
(a) as to the suitability and appropriateness of the investment in the Debentures as regards each of the Clients / investor(s);
(b) as to the capacity and authority of each of the Clients / investor(s) to invest in such Debentures including obtaining of any licenses, authorizations, permissions, sanctions, consents or approvals; and
(c) that such sale of the Debentures will not contravene any applicable law.
(iv) Should there be any dispute by the Clients / investor(s) or any of them as regards the investment in the Debentures including but not limited to the scope of its authority with regard to such investment, the Intermediary shall be deemed to be the principal and any loss or liability arising out of the investment in the Debentures shall be to Intermediary’s own account and/or dealt with entirely by the Intermediary with each of the Clients / investor(s), with no reference to the Issuer;
(v) the Intermediary has conducted suitability and appropriateness checks on each of its clients / the investor(s) and the Intermediary has fully advised each of its Clients / the investor(s) of the risks relating to investment in the Debentures and the rights of such Clients / investor(s) against the Intermediary as its principal and accepts responsibility for such advice;
(vi) the Intermediary has strictly complied with all applicable AML Laws & Rules and KYC Guidelines in relation to each of the Clients / investor(s);
(vii) the Intermediary consents to the disclosure or provision by the Issuer to any governmental or regulatory authority, or under any requirement of law, any information regarding the Client / investor (to the extent made available to the Issuer by the Intermediary) and the investment in the Debenture, as required of the Issuer under applicable regulations and/or as requested by any governmental or regulatory authority or under a provision of law;
(viii) the Intermediary has ensured that the Client / investor has understood the risks involved in investment in the Debentures and is capable of taking the risks posed by the Debentures and has satisfied itself that the Debentures are suitable to the risk profile of the Client / investor and on request of the Issuer, the Intermediary shall produce documentary evidence to substantiate the same;
(ix) the Intermediary shall provide its Clients / the investor(s) with a copy of the Offer Document;
(x) the Intermediary further agrees to provide to the Issuer such additional information that the Issuer deems necessary or appropriate in order for the Issuer to comply with any such regulations and/or requests or requirements;
(xi) the Intermediary also further agrees (including on the basis of any request made by the Issuer in this regard), to provide, to any governmental or regulatory authority any information regarding any or all of the Clients / investor(s), the investment in the Debenture as required under regulations and/or as requested by any governmental or regulatory or other authority;
(xii) the Intermediary further agrees that it is appropriately selling these Debentures to its Clients / the investor(s) and that the activities of the Intermediary has not violated and will not violate applicable laws. The Intermediary confirms and undertakes that it has not and will not use the name of the Issuer or any of its group entities or any of the words in any of its advertisement or any marketing material and the Intermediary has not acted and shall not act in a manner that would render this Issue of Debentures, an offer to the public; and
32
(xiii) the Intermediary shall be responsible and liable to the Issuer for any penalties, losses etc. occasioned to the Issuer, its directors or employees, as a result of default or breach by the Intermediary of the confirmations / declarations contained hereinabove.
21. Disclaimers This Disclosure Document in relation to the Debentures is made available by the Company to the applicant on the further strict understanding that
(i) the applicant is a “Person Resident in India” as defined under the Foreign Exchange Management Act, 1999,
(ii) in providing this Disclosure Document to the applicant, the applicant confirms that there will be no violation of rules, regulations and byelaws issued by any applicable authority including those issued by the Securities and Exchange Board of India;
(iii) the applicant has sufficient knowledge, experience, and professional advice to make his own evaluation of the merits and risks of a transaction of the type under this Disclosure Document; and
(iv) the applicant is not relying on the Issuer nor on any of the affiliates or the Holding Company for information, advice or recommendations of any sort except for the accuracy of specific factual information about the possible terms of the transaction.
The Company is not acting as the advisor or agent of the applicant. This Disclosure Document does not purport to identify for the applicant, the risks (direct or indirect) or other material considerations, which may be associated with the applicant entering into the proposed transaction. Prior to entering into any proposed transaction, the applicant should independently determine, without reliance upon the Company or the affiliates of the Company or the Holding Company, the economic risks and merits, as well as the legal, tax, and accounting characterizations and consequences of the transaction and including that the applicant is able to assume these risks.
This Disclosure Document and its contents are the Company’s property, and are to be considered proprietary information and may not be reproduced or otherwise disseminated in whole or in part without the Issuer’s written consent unless required to by judicial or administrative proceeding, and then with prior notice to the Company.
No liability whatsoever is accepted for any loss arising (whether direct or consequential) from any use of the information contained in this Disclosure Document. The Company undertakes no obligation to effect any updates on information. Any opinions attributed to the Company, and/or the affiliates of the Company and / or the Holding Company constitute the Company’s judgment as of the date of the material and are subject to change without notice. Provision of information may cease at any time without reason or notice being given.
NOTE:
This Disclosure Document is not intended for distribution and it is meant solely for the consideration of the person to whom it is addressed and should not be reproduced by the recipient. The Debentures mentioned herein are being issued on a private placement basis and this offer does not constitute nor should it be considered a public offer/invitation. Nothing in this Disclosure Document shall constitute and/or deem to constitute an offer or an invitation to an offer to the Indian public or any section thereof to subscribe for or otherwise acquire the Debentures. This Disclosure Document and the contents hereof are restricted for only the intended recipient(s) who have been addressed directly through a communication by the Company and have been marked against the serial number provided herein and only such recipients are eligible to apply for the Debentures. Furthermore, NRIs, OCBs, FIIs and other persons resident outside India are not eligible to apply for or hold the Debentures. All investors are required to comply with the relevant regulations/guidelines applicable to them for investing in this Issue. The Company or any other parties, whose names appear herein, shall not be liable for any statements made herein or any event or circumstance arising therefrom. Potential investors are required to make their own independent evaluation and judgment before making the investment and are
33
believed to be experienced in investing in debt markets and are able to bear the economic risk of investing in such instruments.
Stock Exchange Disclaimer Clause
It is to be distinctly understood that filing of this Disclosure Document with BSE Limited should not, in any way, be deemed or construed that the same has been cleared or approved by BSE Limited BSE Limited does not take any responsibility either for the financial soundness of 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.
34
22. SUMMARY TERM SHEET
Please find below a summary term sheet
Security Name 9.80% ECSL‐May ‐2019
Issuer Edelweiss Commodities Services Limited
Type of Instrument Secured Redeemable Non Convertible Debentures
Nature of Instrument Secured
Seniority Senior
Mode of Issue Private Placement
Issue Size Rs. 5 Cr
Option to retain oversubscription (Amount)
Not Applicable
Eligible Investors The following categories of investors, when specifically approached, are eligible to
apply for this private placement of Debentures Individuals
Individuals
Hindu Undivided Family
Trust
Limited Liability Partnerships
Partnership Firm(s)
Portfolio Managers registered with SEBI
Association of Persons
Companies and Bodies Corporate including Public Sector Undertakings
Commercial Banks
Regional Rural Banks
Financial Institutions
Insurance Companies
Mutual Funds
Any other investor eligible to invest in these Debentures.
Minimum Application Size 10 Debentures bearing face value of Rs. 10,00,000 each and in multiples of 10 Debentures thereafter.
Face Value Rs. 10,00,000/ per Debenture
Issue Price Rs. 10,00,000/ per Debenture
Discount at which Debenture is issued and the effective yield as a result of such discount
Not Applicable
Tenor 3 years, 1 month from the deemed date of allotment
Coupon Rate 9.80% P.A. Payable Annually
Step Up/ Step Down Coupon Rate
Not Applicable
Coupon payment frequency Annual
Coupon payment dates Annually
35
Coupon type Fixed
Coupon Reset Process (including rates, spread, effective date, interest rate cap and floor etc)
Not Applicable
Day Count Basis Actual/Actual
Interest on Application Money
Not Applicable
Default interest rate Not Applicable
Redemption Date 28 May 2019
Redemption Amount Rs. 10,00,000 per debenture
Redemption Premium / Discount
Not Applicable
Discount at which security is issued and the effective yield as a result of such discount
Not Applicable
Put Option Date Not Applicable
Put Option Price Not Applicable
Put Notification Time Not Applicable
Call Option Date Not Applicable
Call Option Price Not Applicable
Call Notification Time Not Applicable
Listing The Company Proposes to list the debentures on the Wholesale Debt Segment of BSE Limited. The Company confirms that the debentures would be listed within 20 days from the deemed date of Allotment.
Market Lot The minimum lot size for trading shall be 1 debenture and in multiple of 1 thereafter
Issuance mode of Debentures
Demat
Trading mode of the Debentures
Demat
Depository NSDL/CDSL
Security (a) The Debentures shall be 100% secured by way of a pari passu mortgage and charge over the Mortgage Premises as defined in the Debenture Trust Deed; a charge on the receivables and stock in trade to the extent equal to the principal and interest amounts (Redemption Amount) of the Debentures outstanding at any point of time.
(b) Security cover of minimum 1x times.
Rating “ICRA AA” (pronounced “ICRA Double A”) by ICRA Limited. Instruments with this rating are considered to have high degree of safety regarding timely servicing of financial obligations. Such instruments carry very low credit risk.
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Objects of the Issue The Issuer proposes to augment its long term resources to meet its requirements of funds to carry on its business operations
Details of the Utilisation of the proceeds
The proceeds of the issue of Debentures would be utilized for general corporate purposes.
Settlement mode of the Debentures
Redemption proceeds comprising of the value of Principal, Interest and Premium amount shall be done by RTGS/cheque to the holders of the NCDs as on the Record Date.
Working day / Business days Convention
All days except Saturday, Sunday and any public holiday on which banks in Mumbai are open for business.
Holiday Convention Should any of the date(s), including the Date of Allotment/Deemed Date of Allotment, or the Record Date, as defined in the Disclosure Document, falls on a Saturday or Sunday or a public holiday or no high value clearing or RTGS is available for any reason whatsoever at a place where the Registered/Corporate Office is situated, the next Working Day shall be considered as the effective date.
Should the Maturity Date or Redemption Date of the debt securities falls on a Saturday, Sunday or a public holiday or no high value clearing or RTGS is available for any reason whatsoever at a place where the Registered/Corporate Office is situated, the redemption proceeds shall be paid on the previous working day.
Record Date The date, as may be fixed by the Company, which would be 15 days (or such other date as the Board may decide) for determination of the persons entitled to receive Interest and/or Principal amount in respect of the Debentures.
Conditions Subsequent to Disbursement
Not Applicable
Conditions Precedent for Investment
The investment will be subject to conditions, including those stated below:
Issuer shall meet all the regulatory requirement relating to companies
Corporate approvals from the Board of Directors and shareholders (if required) of Issuer shall have been received for the execution, delivery and performance by Issuer for issuance of NCDs to Investors in accordance with the terms of the Issuance;
Events of Default
An Event of Default shall have occurred upon the happening of any event or circumstances, including those mentioned hereunder:
Breach of the covenants
Issuer does not pay, on the due date, any amount payable pursuant to any of the Transaction Documents;
If Issuer voluntarily or compulsorily goes into liquidation or ever has a receiver appointed in respect of its assets or refers itself to the Board for Industrial and Financial Reconstruction or under any other law providing protection as a relief undertaking;
If Issuer commences a voluntary proceeding under any applicable bankruptcy, insolvency, winding up or other similar law now or hereafter in effect, or admits inability to pay its respective debts as they fall due, or consents to the entry of an order for relief in an involuntary proceeding under any such law, or consents to the appointment of or the taking of possession by a receiver, liquidator, assignee (or similar official) for any or a substantial part of its respective property
Provisions related to Cross Default Clause
Not Applicable
Issue Opening Date 27 April 2016
37
Issue Closing Date 27 April 2016
Pay‐in‐Date 27 April 2016
Deemed Date of Allotment 27 April 2016
Roles and Responsibilities of Debenture Trustee
Regulation 15 of the SEBI (Debenture Trustees) Regulations 1993, prescribes duties of the Debenture Trustees including following :
1. Call for periodical reports from the issuer.
2. To take possession of Trust property in accordance with the provisions of the Trust Deed.
3. To enforce security in the interest of the debenture holders.
4. To ensure on a continuous basis that the property charged to debentures is available and adequate at all times to discharge the Interest and/ or Principal amount payable to debenture holders.
5. To exercise due diligence to ensure compliance by the issuer with the provisions of the Companies Act, the listing agreement of the stock exchange or the trust deed.
6. To take appropriate measures for protecting the interest of debenture holders as soon as there is a breach of Trust Deed.
7. To ascertain that the debentures have been redeemed or converted in accordance to the provisions of the offer document.
8. To inform SEBI immediately of any breach of trust deed or provision and law
9. To appoint a Nominee Director on the Board of Issuer in the event of:‐
Two consecutive defaults in payment of Interest to the Debenture holders or
Default in creation of security for debentures or
Default in redemption of debentures
As a Debenture Trustee it may have to take steps as he may deem fit –
1. To ensure that the assets of the company issuing debentures are sufficient to discharge the principal amount at all times.
2. To satisfy himself that the prospectus does not contain any matter which is inconsistent with the terms of the Debentures.
3. To ensure that the company does not commit any breach of covenants of the Trust Deed or Terms of issue of Debentures.
4. To take such reasonable steps to remedy any breach of the covenants of the Trust Deed.
5. To take steps to call a meeting of holders of Debentures as and when such meeting is required to be held.
Governing Law and Jurisdiction
The Debentures are governed by and will be construed in accordance with the Indian law. The Company, the Debentures and Company’s obligations under the Debentures shall, at all times, be subject to the directions of SEBI. The Debenture holders, by purchasing the Debentures, agree that the Mumbai High Court shall have exclusive jurisdiction with respect to matters relating to the Debentures.
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Other Terms Security Creation: In case of delay in execution of Trust Deed and Charge documents, the Company will refund the subscription with agreed rate of interest or will pay penal interest of at least 2% p.a. on the Face Value of the Debentures till these conditions are complied with at the option of the investor. Default in Payment : In case of default in payment of interest, premium and/ or principal amount on the due date, additional interest of atleast @ 2% p.a. on the Face Value of the Debentures will be payable by the Company for the defaulting period. Delay in Listing: In case of delay in listing of the debt securities beyond 30 days from the Deemed Date of Allotment, the Company will pay penal interest of at least 1 % p.a. on the Face Value of the Debenture from the expiry of 30 days from the Deemed Date of Allotment till the listing of such debt securities to the investor.
The interest rates mentioned in above three cases are the minimum interest rates payable by the Company and are independent of each other.
With reference to the Notification bearing no. RBI/2011‐12/423 A.P. (DIR Series) Circular No. 89 dated March 1, 2012 issued by Reserve Bank of India, Foreign Exchange Department, Central Office, Mumbai – 400 001 in respect of FII investment in ‘to be listed’ debt securities, Issuer confirms that the Debentures would be listed within 15 days from the Deemed Date of Allotment. In case the Debentures issued to the FIIs / sub‐accounts of FIIs are not listed within 15 days of Deemed Date of Allotment to the FIIs / sub‐accounts of FIIs, for any reason, the FIIs/ sub‐accounts of FIIs shall immediately dispose of the NCDs either by way of sale to domestic participants/investors until the Debentures are listed or if the FIIs / sub‐accounts of FIIs approaches the Issuer, the Issuer shall immediately redeem /buyback the Debentures from the FIIs/sub‐accounts of FIIs.
Material Transaction Documents
Letter appointing IDBI Trusteeship Services Limited, as Trustee to the Debenture holders (“Debenture Trustee”).
Letter appointing Link Intime India Pvt Ltd as Registrar and Transfer Agent (“Registrar”).
Memorandum & Articles of Association of the Company.
Board Resolution dated May 14, 2015 authorizing issue of Debentures offered under terms of the Disclosure Document.
Letter from Rating agency conveying the credit rating for the Debentures of the Company (not more than 1 month old from the deemed date of allotment).
Rating rationale pertaining to the NCDs.
Any other documentation in form and substance customary for Transactions of this nature.
Letter of Allotment The Issuer shall ensure the Debentures are credited to the demat accounts of investors within 2 working days from the Deemed Date of Allotment
Debenture Trustee IDBI Trusteeship Services Limited
Approvals The Issuer agrees to comply with all applicable laws in respect of the Issue. The Issuer will be responsible for taking all the necessary authorizations and / or approvals internal, external regulatory, statutory or otherwise
39
Illustration of Bond Cash Flows
Company Edelweiss Commodities Services Limited
Face Value (per security) Rs. 10,00,000
Issue Date/Date of Allotment 27 April 2016
Redemption 28 May 2019
Coupon Rate 9.80%
Frequency of the Interest Payment with specified dates Annual
Day Count Convention Actual / Actual
Cash Flows (Per NCD) Date No. of days in Coupon Period
Amount (in Rupees)
1 Thu 27‐Apr‐2017 365 98,000
2 Fri 27‐Apr‐2018 365 98,000
3 Fri 26‐Apr‐2019 364 97,732
4 Tue 28‐May‐2019 32 8,592
Principal Repayment Tue 28‐May‐2019 10,00,000
Annexure A
Details of Non Convertible Debentures as on March 31, 2016
Debenture Series Tenor/ Period of Maturity
Coupon Amount Date of Allotment
Redemption Date/
Schedule
Credit Rating Secured/ Unsecured
Security
Secured Rated Listed Redeemable Non‐ Convertible Debentures- Disclosure Document dated March 18, 2015
3 years and 10 days
Zero Rs. 250 Crores
March 24, 2015
April 3, 2018
CARE AA (pronounced “CARE Double A”)ICRA AA (pronounced “ ICRA Double A”)
Secured Refer DTD dated April 22, 2015
10.50%- Secured Redeemable Non Convertible Debentures- Disclosure Document dated March 27, 2015
18 months Fixed Rs. 125 Crores
March 27, 2015
September 27, 2016
CARE AA (pronounced “CARE Double A”)ICRA AA (pronounced “ ICRA Double A”)
Secured Refer DTD dated April 22, 2015
Debenture Series Tenor/ Period of Maturity
Coupon Amount Date of Allotment
Redemption Date/
Schedule
Credit Rating Secured/ Unsecured
Security
Rated Listed Secured Redeemable Non- Convertible Debentures - Disclosure Document dated July 10, 2015
Option 1 640 Days
Zero
Rs. 5 Crores
July 10, 2015
April 10, 2017
ICRA AA (pronounced
“ ICRA Double A”by ICRA Limited
Secured
Refer DTD dated
April 22, 2015
Option 2 725 days Rs. 8 Crores July 4, 2017
Option 3 760 days Rs. 22 Crores
August 8, 2017
Option 4 879 days Rs. 5 Crores
December 5, 2017
Option 5 942 days Rs. 6 Crores
February 6, 2018
Option 6 979 days Rs. 5.50 Crores
March 15, 2018
Option 7 1005 days Rs. 4.50 Crores
April 10, 2018
Option 8 1076 days Rs. 13.50 Crores
June 20, 2018
Option 9 1084 days Rs. 50 Crores
June 28, 2018
Option 10 1099 days Rs. 2 Crores July 13, 2018
Option 11 1182 days Rs. 3.50 Crores
October 4, 2018
Debenture Series Tenor/ Period of Maturity
Coupon Amount Date of Allotment
Redemption Date/
Schedule
Credit Rating Secured/ Unsecured
Security
Rated Listed Secured Redeemable Non‐Convertible Debentures - Disclosure Document dated July 13, 2015
2 Yrs Fixed Rs. 25 Crores
July 15, 2015 July 14, 2017
CARE AA (pronounced
“CARE Double A”) by
Credit Analysis & Research Limited
Secured
Refer DTD dated
September 11, 2015
Rated Listed Secured Redeemable Non‐Convertible Debentures - Disclosure Document dated July 23, 2015
685 Days Fixed Rs. 10 Crores
July 24, 2015 June 8, 2017
[ICRA] AA (pronounced
“ICRA Double A”) by ICRA Limited.
Secured
Refer DTD dated
September 11, 2015
Secured Redeemable Non‐Convertible Debentures - Disclosure Document dated August 5, 2015
264 Days Fixed Rs. 36.50 Crores
August 6, 2015
April 26, 2016
ICRA A1+ (pronounced “ICRA A One
Plus”) by ICRA Limited (ICRA)
Secured
Refer DTD dated
September 11, 2015
Debenture Series Tenor/ Period of Maturity
Coupon Amount Date of Allotment
Redemption Date/
Schedule
Credit Rating Secured/ Unsecured
Security
Listed Secured Redeemable Non‐Convertible Debentures - Disclosure Document dated August 19, 2015
Option 1 20 months Fixed
Rs. 325 Crores August 19,
2015
April 19, 2017
ICRA AA (Double A)
(pronounced “ICRA Double A”) by ICRA
Limited
Secured
Refer DTD dated
October 16, 2015 Option 2 56 months Rs. 200
Crores April 17,
2020
(Rs. In Crores)
Name of Banks / Institutions
Corporate Guarantee given by ECSL
State Bank of India 300.00 National Housing Bank 70.00 Vijaya Bank 65.00 Grand Total 435.00
Annexure B
Details of Corporate Guarantee issued by
Edelweiss Commodities Services Limited as on 31 March 2016
Edelweiss Commodities Services Limited
Balance Sheet
(Currency : Indian rupees)
As at As at
31 March 2014 31 March 2013
EQUITY AND LIABILITIES
Shareholders' funds
Share capital 57,06,53,680 31,77,53,680
Reserves and surplus 4,35,80,81,034 3,88,34,79,570
Non-current liabilities
Long-term borrowings 6,17,00,00,000 5,20,00,00,000
Deferred tax liabilities (net) 10,47,16,721 12,42,82,031
Other long term liabilities 32,38,41,135 32,87,90,986
Long-term provisions 15,38,721 44,92,132
Current liabilities
Short-term borrowings 17,24,43,88,192 21,07,49,15,418
Trade payables 4,92,70,93,866 2,17,70,80,682
Other current liabilities 1,69,59,96,913 4,35,16,17,595
Short-term provisions 6,78,18,147 5,56,04,658
TOTAL 35,46,41,28,409 37,51,80,16,752
ASSETS
Non-current assets
Fixed assets
Tangible assets 3,47,49,47,820 3,67,45,11,695
Intangible assets 25,39,82,300 26,52,63,812
Capital work-in-progress 3,44,49,316 1,04,37,264
Non-current investments 6,75,16,45,001 4,68,71,91,509
Long-term loans and advances 73,68,26,611 61,95,53,382
Other non-current assets 25,33,172 52,18,051
11,25,43,84,220 9,26,21,75,713
Current assets
Current investments 5,52,37,623 24,39,963
Stock-in-trade 5,32,82,06,413 3,58,77,75,567
Trade receivables 92,93,95,940 2,45,82,63,808
Cash and bank balances 3,78,78,03,334 10,65,05,96,486
Short-term loans and advances 12,87,75,70,866 10,96,75,42,367
Other current assets 1,23,15,30,013 58,92,22,848
24,20,97,44,189 28,25,58,41,039
TOTAL 35,46,41,28,409 37,51,80,16,752
Edelweiss Commodities Services Limited
Statement of Profit and Loss
(Currency : Indian rupees)
For the year ended For the year ended
31 March 2014 31 March 2013
Revenue from operations
Fee and commission income 10,17,167 1,00,81,384
Income from treasury operations and investments 1,50,08,87,098 1,41,65,72,719
Interest income 3,20,90,80,195 3,86,69,79,143
Sale of commodities 1,56,53,99,56,295 1,21,86,82,09,467
Sale of manufactured products 1,73,43,50,572 -
Other operating revenue 36,87,75,547 32,76,61,792
Other income 61,08,523 1,23,56,319
Total Revenue 1,63,36,01,75,397 1,27,50,18,60,824
Expenses
Cost of materials consumed 1,73,51,74,985 -
Purchase of commodities 1,57,88,79,22,679 1,18,24,41,86,962
Changes in inventories of commodities (1,47,20,37,943) 3,89,60,27,580
Employee benefit expenses 29,25,18,907 22,36,37,261
Finance costs 3,30,07,40,606 3,71,28,18,791
Depreciation and amortisation 33,07,69,554 32,51,29,002
Other expenses 52,66,16,938 41,75,68,147
Total expenses 1,62,60,17,05,726 1,26,81,93,67,743
Profit before tax 75,84,69,671 68,24,93,081
Tax expense:
Current tax 17,06,29,962 13,89,75,598
Minimum alternative tax credit entitlement (13,67,78,199) (5,23,83,286)
Deferred tax (1,95,65,310) 8,39,25,732
Profit for the year 74,41,83,218 51,19,75,037
Edelweiss Commodities Services Limited
Cash Flow Statement
(Currency : Indian rupees)
For the year ended For the year ended
31 March 2014 31 March 2013
A Cash flow from operating activities
Profit before tax 75,84,69,671 68,24,93,081
Adjustments for
Depreciation and amortisation 33,07,69,554 32,51,29,002
Loss on write-off of fixed assets (net) 24,700 64,91,521
Provision for doubtful debts 5,89,13,559 9,49,108
Discount on commercial paper 78,96,51,323 4,24,31,878
Provision for gratuity 2,34,704 -
Provision for compensated leave absences (4,03,595) 9,04,000
Interest expense 2,48,80,66,624 3,57,29,79,349
Operating cash flow before working capital changes 4,42,57,26,540 4,63,13,77,939
Add/(Less): adjustments for working capital changes
Decrease in trade receivables 1,47,01,29,177 37,82,97,556
(Increase)/Decrease in stock in trade (1,74,04,30,846) 7,73,02,92,435
Decrease/(Increase) in loans and advances 9,57,39,61,201 (3,61,88,45,241)
(Increase)/Decrease in other current assets (12,59,82,804) 9,61,72,54,861
Decrease in current liabilities and provisions (24,72,94,348) (3,11,74,00,455)
Cash generated from operations 13,35,61,08,920 15,62,09,77,095
Income taxes paid (14,60,97,663) (54,27,45,748)
Net cash generated from operating activities - A 13,21,00,11,257 15,07,82,31,347
B Cash flow from investing activities
Purchase of fixed assets (including capital work-in progress) (5,14,90,047) (12,17,76,472)
Sale of fixed assets 8,27,613 60,59,233
Purchase of investments (3,38,38,46,282) (65,60,04,967)
Sale of investments 1,26,65,95,130 8,10,000
Loans given (net) (Refer note 1) (4,71,09,26,279) (4,44,24,63,963)
Receivable from Edel Commodities Limited on account of acquisition (23,11,65,776) -
Net cash used in investing activities - B (7,11,00,05,641) (5,21,33,76,169)
C Cash flow from financing activities
Proceeds from issue of share capital including premium 37,93,50,000 -
Repayment of secured loan (net) (Refer note 1) (4,75,61,59,446) (13,21,27,98,108)
Proceeds from issue of commercial paper (net) (Refer note 1) 3,82,66,40,870 7,64,30,16,130
Repayment of unsecured loans (net) (Refer note 1) (3,08,47,25,433) (50,09,84,923)
Interim dividend and dividend distribution tax (33,44,13,696) -
Interest paid (2,21,89,34,821) (3,53,59,24,316)
Net cash used in financing activities - C (6,18,82,42,526) (9,60,66,91,217)
Net (decrease)/ increase in cash and cash equivalents (A+B+C) (8,82,36,910) 25,81,63,961
Cash and cash equivalents as at the beginning of the year 37,17,51,299 11,35,87,338
Cash and cash equivalents as at the end of the year 28,35,14,389 37,17,51,299
Notes:
1 Net figures have been reported on account of volume of transactions.
2 The non-cash assets acquired on account of acquisition of Edel Commodities Limited have been excluded in the above statement.
Edelweiss Commodities Services Limited(Formerly known as Comfort Projects Limited)
Balance Sheet
(Currency : Indian Rupees)
As at As at
31 March 2013 31 March 2012
EQUITY AND LIABILITIES
Shareholders' funds
Share capital 31,77,53,680 1,00,00,000
Reserves and surplus 3,88,34,79,570 1,49,88,10,141
Consideration payable in equity and preference shares - 2,31,01,16,191
Non-current liabilities
Long-term borrowings 5,20,00,00,000 3,20,00,00,000
Deferred tax liabilities (net) 12,42,82,031 4,03,56,300
Other long term liabilities 32,87,90,986 1,19,80,532
Long-term provisions 44,92,132 -
Current liabilities
Short-term borrowings 21,07,49,15,418 28,90,32,67,297
Trade payables 2,17,70,80,682 7,97,73,20,698
Other current liabilities 4,23,14,48,733 1,82,21,75,558
Short-term provisions 16,57,73,520 1,03,89,166
TOTAL 37,50,80,16,752 45,78,44,15,883
ASSETS
Non-current assets
Fixed assets
Tangible assets 3,67,45,11,695 2,91,45,51,597
Intangible assets 26,52,63,812 35,15,34,301
Capital work-in-progress 1,04,37,264 90,00,30,157
Non-current investments 4,68,71,91,509 4,03,09,85,696
Long-term loans and advances 61,95,53,382 10,19,25,208
Other non-current assets 52,18,051 62,23,347
9,26,21,75,713 8,30,52,50,306
Current assets
Current investments 24,39,963 34,50,809
Stock-in-trade 3,58,77,75,567 11,31,80,68,002
Trade receivables 2,45,82,63,808 2,83,75,10,472
Cash and bank balances 10,65,05,96,486 18,39,27,47,338
Short-term loans and advances 10,95,75,42,367 2,72,22,31,356
Other current assets 58,92,22,848 2,20,51,57,600
28,24,58,41,039 37,47,91,65,577
TOTAL 37,50,80,16,752 45,78,44,15,883
Edelweiss Commodities Services Limited(Formerly known as Comfort Projects Limited)
Statement of Profit and Loss
(Currency : Indian Rupees)
For the year ended For the year ended
31 March 2013 31 March 2012
Revenue from operations
Fee and commission income 1,00,81,384 4,90,08,196
Income from treasury operations and investments 1,41,65,72,719 1,36,46,25,907
Interest Income 3,86,69,79,143 3,00,32,93,224
Sale of commodities 1,21,86,82,09,467 1,02,56,65,61,415
Other operating revenue 40,39,74,018 15,52,37,142
Other income 1,23,56,319 2,08,67,622
Total Revenue 1,27,57,81,73,050 1,07,15,95,93,506
Expenses
Purchase of commodities 1,18,24,41,86,962 1,06,58,00,28,419
Changes in stock-in-trade of commodities 3,89,60,27,580 (4,00,29,31,329)
Employee benefit expenses 22,36,37,261 16,80,01,751
Finance costs 3,71,28,18,791 3,09,92,31,563
Depreciation and amortization expenses 32,51,29,002 26,69,27,840
Other expenses 49,38,80,373 47,88,49,046
Total expenses 1,26,89,56,79,969 1,06,59,01,07,290
Profit before tax 68,24,93,081 56,94,86,216
Tax expense:
Current tax 13,89,75,598 8,11,525
MAT credit entitlement (5,23,83,286) -
Deferred tax 8,39,25,732 6,95,51,602
Profit for the year 51,19,75,037 49,91,23,089
Edelweiss Commodities Services Limited(Formerly known as Comfort Projects Limited)
Cash Flow Statement
(Currency : Indian Rupees)
For the year ended For the year ended
31 March 2013 31 March 2012
A Cash flow from operating activities
Profit before tax 68,24,93,081 56,94,86,216
Adjustments for
Depreciation and amortisation expenses 32,51,29,002 26,69,27,840
Loss on write-off of fixed assets (net) 64,91,521 1,11,321
Provision for doubtful debts 9,49,108 -
Discount on commercial paper 4,24,31,878 -
Provision for compensated absences 9,04,000 5,13,037
Profit on sale of fixed assets - (92,63,164)
Interest expense 3,57,29,79,349 2,96,74,42,731
Operating cash flow before working capital changes 4,63,13,77,939 3,79,52,17,981
Add / (Less): Adjustments for working capital changes
Decrease in trade receivables 37,82,97,556 16,65,00,47,147
Decrease/ (Increase) in stock in trade 7,73,02,92,435 (7,09,63,51,707)
(Increase) / Decrease in loans and advances (3,61,88,45,241) 14,45,70,83,183
Decrease/ (Increase) in other current assets 9,61,72,54,861 (6,94,89,23,286)
Decrease in current liabilities and provisions (3,11,74,00,455) (16,20,50,56,005)
Cash generated from operations 15,62,09,77,095 4,65,20,17,313
Income taxes paid (54,27,45,748) (12,78,04,216)
Net cash generated from operating activities - A 15,07,82,31,347 4,52,42,13,097
B Cash flow from investing activities
Purchase of fixed assets (12,17,76,472) (60,50,93,888)
Sale of fixed assets 60,59,233 76,59,36,738
Purchase of investments (65,51,94,967) (2,46,41,08,948)
Net cash generated from /(used in) investing activities - B (77,09,12,206) (2,30,32,66,098)
C Cash flow from financing activities
Proceeds from issue of share capital including premium - 1,00,00,00,000
Repayment of secured loan (net) (13,21,27,98,108) -
Issue of commercial paper (net) 7,64,30,16,130 -
(Repayment of) / proceed from loans (net) (Refer note 1) (4,94,34,48,886) (53,06,20,530)
Interest paid (3,53,59,24,316) (2,96,74,42,731)
Net cash used in financing activities - C (14,04,91,55,180) (2,49,80,63,261)
Net (decrease)/ increase in cash and cash equivalents (A+B+C) 25,81,63,961 (27,71,16,262)
Cash and cash equivalents as at the beginning of the year 11,35,87,338 19,59,865
Add: Cash and cash equivalent acquired on merger of
Edelweiss Trading & Holdings Limited -
38,87,43,735
11,35,87,338 39,07,03,600
Cash and cash equivalents as at the end of the year 37,17,51,299 11,35,87,338
Notes:
1 Net figures have been reported on account of volume of transactions.