sterlite technologies limited - bombay stock … · · 2017-04-101 serial no. stl/2016 ......

Private & Confidential – For Private Circulation Only

(This Information Memorandum is neither a Prospectus nor a statement in Lieu of Prospectus)

Dated: March 22, 2017

1

Serial No. STL/2016-17/NCD/01

STERLITE TECHNOLOGIES LIMITED

Registered Office : E1, MIDC Industrial Area, Waluj Aurangabad-431136, Maharashtra,

India

Corporate Office : 4th Floor, Godrej Millennium, 9 Koregaon Road, Pune 411001, India

Tel : 91-20-30514000

Fax : 91-20-30514113

CIN : L31300MH2000PLC269261

Website : www.sterlitetech.com

PRIVATE PLACEMENT OF 1500 (ONE THOUSAND AND FIVE HUNDRED) RATED,

LISTED, SECURED, REDEEMABLE NON-CONVERTIBLE DEBENTURES OF RS

10,00,000 (RUPEES TEN LAKHS ONLY) EACH FOR CASH AT PAR AGGREGATING

RS. 150,00,00,000 (RUPEES ONE HUNDRED AND FIFTY CRORE ONLY) TO BE

ISSUED IN 2 SERIES (THE “ISSUE”)

This Information Memorandum / Private Placement Offer Letter (hereinafter referred to as

the “Offer Letter”) is prepared in terms of the Securities and Exchange Board of India

(Issue and Listing of Debt Securities) Regulations, 2008 dated June 06, 2008 as amended

and Securities and Exchange Board of India (Issue and Listing of Debt Securities)

(Amendment) Regulations, 2016 dated May 25, 2016, as applicable for private placement of

Debentures. This Private Placement Offer Letter also contains the disclosures as per Form

No. PAS-4, pursuant to Section 42 and Rule 14(1) of Companies (Prospectus and Allotment

of Securities) Rules, 2014.This 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 the Issuer.

GENERAL RISKS

Investors are advised to take informed decision before taking an investment decision in this

offering. For taking an investment decision the investor must rely on their examination of the

Issue and the Offer Letter including the risks involved. The Issue of Debentures has not been

recommended or approved by Securities & Exchange Board of India (SEBI) nor does SEBI

guarantee the accuracy or adequacy of this Offer Letter.




2

ISSUER’S ABSOLUTE RESPONSIBILITY

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

information contained in this Offer Letter contains all the information with regard to the Issuer

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

this Offer Letter is true and correct in all material respects and is not misleading in any material

respect, that the opinions and intentions expressed herein are honestly held and that there are no

other facts, the omission of which makes this Offer Letter as a whole or any of such information

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

CREDIT RATING:

The Debentures have a long term rating of AA- Stable by ICRA.

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

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

Credit Rating Agency and each rating should be evaluated independently of any other rating. The

Credit Rating Agency has a right to suspend or withdraw the rating at any time on the basis of

factors such as new information or unavailability of information or any other circumstances,

which it believes may have an impact.

LISTING:

The Debentures are proposed to be listed on the WDM Segment of the Bombay Stock Exchange

Limited.

Debenture Trustee Registrar & Transfer Agent

Axis Trustee Services Limited

(A Wholly Owned Subsidiary of Axis Bank

Limited)

Ground Floor, Axis House,

Wadia International Centre,

Bombay Dyeing Mills Compound,

Pandurang Budhkar Marg,

Worli, Mumbai – 400025.

Contact No.: +91-22-62260084;

+91-9819351194

Karvy Computershare Private Limited, Karvy Selenium Tower-B,

Plot No. 31 & 32, Financial District, Gachibowli, Nanakramguda, Serilingampally,

Hyderabad 500 008 India. Phone No.: +91 040 67161524

E-mail: [email protected]

mailto:einward.ris@karvy




3

Auditors Company Secretary & Compliance Officer

S R B C & CO. LLP Chartered Accountants, C,401, Fourth Floor,

Panchshil Tech Park,

Yerwada, Pune, Maharashtra – 411006

Amit Deshpande

Phone No.: +91-20-30514000

Fax No.: +91-20-30514113

E- Mail: [email protected]

Address: 4th Floor,

Godrej Millennium, 9 Koregaon Road,

Pune 411001

Name of the Company : Sterlite Technologies Limited

CIN No. : L31300MH2000PLC269261

Date of Incorporation : 26-March-2000

Registered Office : E1, MIDC Industrial Area, Waluj Aurangabad-431136,

Maharashtra, India

Corporate Office : 4th Floor, Godrej Millennium, 9 Koregaon Road, Pune 411001,

India

Tel : 91-20-30514000

Fax : 91-20-30514113

Contact Person : Amit Deshpande

Website : www.sterlitetech.com

E-Mail : [email protected]

ISSUE OF 1500 (ONE THOUSAND AND FIVE HUNDRED) RATED, LISTED,

SECURED, REDEEMABLE NON-CONVERTIBLE DEBENTURES OF RS 10,00,000

(RUPEES TEN LAKHS ONLY) EACH FOR CASH AT PAR AGGREGATING TO RS.

150,00,00,000 (RUPEES ONE HUNDRED AND FIFTY CRORE ONLY) (AS DEFINED

HEREINAFTER) TO BE ISSUED IN 2 SERIES (THE “ISSUE”)

mailto:[email protected]

http://www.sterlitetechnologies.com/





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Information Memorandum of Private Placement

Date: March 22, 2017

I. DISCLAIMER CLAUSE

This Information Memorandum of private placement is neither a prospectus nor a

statement in lieu of prospectus. The issue of rated, senior secured, listed, redeemable non-

convertible debentures to be issued is being made strictly on a private placement basis. It

is not intended to be circulated to more than 49 (forty-nine) persons. Multiple copies

hereof given to the same entity shall be deemed to be given to the same person and shall

be treated as such. It does not constitute and shall not be deemed to constitute an offer or

an invitation to subscribe to the debentures issued to the public in general. Apart from this

Information Memorandum, no offer document or prospectus has been prepared in

connection with the offering of this issue or in relation to the company nor is such a

prospectus required to be registered under the applicable laws. Accordingly, this

Information Memorandum has neither been delivered for registration nor is it intended to

be registered.

This Information Memorandum has been prepared to provide general information about

the Company to potential investors to whom it is addressed and who are willing and

eligible to subscribe to the Debentures. This Information Memorandum does not purport

to contain all the information that any potential investor may require. Neither this

Information Memorandum nor any other information supplied in connection with the

Debentures is intended to provide the basis of any credit or other evaluation nor should

any recipient of this Information Memorandum consider such receipt a recommendation

to purchase any Debentures. Each investor contemplating the purchase of any Debentures

should make his own independent investigation of the financial condition and affairs of

the Company, and his own appraisal of the creditworthiness of the Company. Potential

investors should consult their own financial, legal, tax and other professional advisors as

to the risks and investment considerations arising from an investment in the Debentures

and should possess the appropriate resources to analyse such investment and the

suitability of such investment to such investor‟s particular circumstances. It is the

responsibility of investors to also ensure that they will sell these Debentures in strict

accordance with this Information Memorandum and other applicable laws, so that the sale

does not constitute an offer to the public within the meaning of the Companies Act, 2013.

None of the intermediaries or their agents or advisors associated with this issue undertake

to review the financial condition or affairs of the Company during the life of the

arrangements contemplated by this Information Memorandum or have any responsibility

to advise any investor or potential investor in the debentures of any information available

with or subsequently coming to the attention of the intermediaries, agents or advisors.

The Company confirms that, as of the date hereof, this Information Memorandum

contains information that is accurate in all material respects and does not contain any

untrue statement of a material fact, or omits to state any material fact, necessary to make

the statements herein that would be, in the light of circumstances under which they are

made, not misleading. No person has been authorized to give any information or to make

any representation not contained or incorporated by reference in this Information

Memorandum or in any material made available by the Company to any potential investor




5

pursuant hereto and, if given or made, such information or representation must not be

relied upon as having been authorized by the Company. The intermediaries and their

agents or advisors associated with this Issue have not separately verified the information

contained herein. Accordingly, no representation, warranty or undertaking, express or

implied, is made and no responsibility is accepted by any such intermediary as to the

accuracy or completeness of the information contained in this Information Memorandum

or any other information provided by the Company. Accordingly, all such intermediaries

associated with this Issue shall have no liability in relation to the information contained in

this Information Memorandum or any other information provided by the Company in

connection with the issue.

The contents of this Information Memorandum are intended to be used only by those

investors to whom it is issued. It is not intended for distribution to any other person and

should not be reproduced by the recipient.

Each copy of this Information Memorandum is serially numbered and the person, to

whom a copy of the Information Memorandum is sent, is alone entitled to apply for the

Debentures. No invitation is being made to any persons other than those to whom

application forms along with this Information Memorandum have been sent. Any

application by a person to whom the Information Memorandum and/or the application

form has not been sent by the Company shall be rejected without assigning any reason.

The person who is in receipt of this Information Memorandum shall maintain utmost

confidentiality regarding the contents of this Information Memorandum and shall not

reproduce or distribute in whole or part or make any announcement in public or to a third

party regarding its contents, without the prior written consent of the Company.

Each person receiving this Information Memorandum acknowledges that:

Such person has been afforded an opportunity to request and to review and has

received all additional information considered by an individual to be necessary to

verify the accuracy of or to supplement the information herein; and

Such person has not relied on any intermediary that may be associated with

issuance of the debentures in connection with its investigation of the accuracy of

such information or its investment decision.

The Company does not undertake to update the Information Memorandum to reflect

subsequent events after the date of the Information Memorandum and thus it should not

be relied upon with respect to such subsequent events without first confirming its

accuracy with the Company. Neither the delivery of this Information Memorandum nor

any sale of Debentures made hereunder shall, under any circumstances, constitute a

representation or create any implication that there has been no change in the affairs of the

Company since the date hereof.

This Information Memorandum does not constitute, nor may it be used for or in

connection with, an offer or solicitation by anyone in any jurisdiction in which such offer

or solicitation is not authorized or to any person to whom it is unlawful to make such an

offer or solicitation. No action is being taken to permit an offering of the debentures or




6

the distribution of this Information Memorandum in any jurisdiction where such action is

required. The distribution of this Information Memorandum and the offering and sale of

the debentures may be restricted by law in certain jurisdictions. Persons into whose

possession this Information Memorandum comes are required to inform themselves about

and to observe any such restrictions.

The Information Memorandum is made available to potential investors in the issue on the

strict understanding that it is confidential.

Sterlite Technologies Limited (the “Issuer”/”Company”) will distribute this Information

Memorandum in connection with the proposed transaction outlined in it (the

“Transaction”) and the debentures proposed to be issued in the Transaction.

Nothing in this Information Memorandum constitutes an offer of securities for sale in any

other jurisdiction where such offer or placement would be in violation of any law, rule or

regulation.

The Issuer has prepared this Information Memorandum and the Issuer is solely

responsible for its contents. The Issuer will comply with all laws, rules and regulations

and has obtained all regulatory, governmental and corporate approval for the issuance of

the Debentures. All the information contained in this Information Memorandum has been

provided by the Issuer or is publicly available information.

You should carefully read and retain this Information Memorandum. However, you are

not to construe the contents of this Information Memorandum as investment, legal,

accounting, regulatory or tax advice, and You should consult with your own advisors as

to all legal, accounting, regulatory, tax, financial and related matters concerning an

investment in the Debentures.

Stock Exchange Disclaimer Clause: It is to be distinctly understood that filing of this

Information Memorandum with the Stock Exchange should not, in any way, be deemed

or construed that the same has been cleared or approved by the Stock Exchange. The

Stock Exchange 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 Information Memorandum.




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GENERAL RISKS

Potential investors are advised to read the Information Memorandum carefully before taking an

investment decision in this offering. For taking an investment decision, investors must rely on

their own examination of the Issuer and the offer including the risks involved. The Debentures

have not been recommended or approved by the Securities and Exchange Board of India (“SEBI”)

nor does SEBI guarantee the accuracy or adequacy of this document. This Information

Memorandum has not been submitted, cleared or approved by SEBI.

LISTING

The Debentures to be issued under this Information Memorandum will be listed on the „Bombay

Stock Exchange‟ (the “Stock Exchange”). The Issuer shall make an application for listing within

15 (Fifteen) days from the Deemed Date of Allotment of the Debentures and shall have obtained

the in-principle approval of the BSE for the listing of the Debentures.

CREDIT RATING:

AA- Stable by ICRA.

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

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

Credit Rating Agency and each rating should be evaluated independently of any other rating. The

ratings obtained are subject to revision at any point of time in the future. The Credit Rating

Agency has the right to suspend, withdraw the rating at any time on the basis of new information,

etc.

REGISTRAR & SHARE TRANSFER AGENT DETAILS

Karvy Computershare Private Limited, Karvy Selenium Tower-B, Plot No. 31 & 32, Financial District, Gachibowli, Nanakramguda, Serilingampally, Hyderabad 500 008 India. Phone No.: +91 040 67161524 E-mail: [email protected]

This Information Memorandum prepared under SEBI (Issue and Listing of Debt Securities)

Regulations, 2008 dated June 6, 2008, as amended from time to time, for private placement of the

Debentures 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 debt securities to be issued

by the Company. This is only an information brochure intended for private use.

ISSUE SCHEDULE

Date of Opening: March 23, 2017

Date of Closing: March 23, 2017

Deemed Date of Allotment: March 23, 2017

mailto:einward.ris@karvy




8

II. DEFINITIONS AND ABBREVIATIONS

Capitalised words and expressions shall have the meanings respectively ascribed to such words

and expression throught this Information Memorandum. The expressions listed below shall have

the following meanings:

S. No. Term/

Abbreviation

Used

Definition

1. Act or Companies

Act

shall mean the Companies Act, 2013, including any statutory

modification or re-enactment or replacement thereof, for the time

being in force, or the Companies Act, 1956, as applicable and to

the extent not repealed/replaced by the Companies Act, 2013.

2. AGM shall mean Annual General Meeting.

3. Application Form shall mean the application form through which applications for

the debentures shall be made as set out in Annexure V.

4. Articles of

Association

shall mean the articles of association of the Issuer.

5. Auditors shall mean S R B C & CO LLP.

6. Beneficial Owner shall mean each such person who is, for the time being and from

time to time, the owner of the Debentures in electronic

(dematerialised) form, and whose name appears in the list of

Beneficial Owner(s)/Register of Beneficial Owners(s) prepared,

held and given by the Depository viz. NSDL or CDSL, as the

case may be.

7. Beneficiary

Account

shall mean the account of the Debenture Holders.

8. Beneficiary

Account Number

shall mean the account number of the Beneficiary Account.

9. Board of Directors shall mean the board of directors of the Issuer.

10. BSE refers to Bombay Stock Exchange.

11. CDSL shall mean the Central Depository Services Limited.

12. Central

Government

shall refer to the Central Government of the Republic of India.

13. Debenture Trust

Deed or DTD or

shall mean the trust deed to be entered into between the




9

S. No. Term/

Abbreviation

Used

Definition

Deed Debenture Trustee and the Issuer in relation to the Issue.

14. Debenture Trustee

or Trustee

shall mean the trustee for the Debenture Holders, in this case

being Axis Trustee Services Limited.

15. Debenture Trustee

Appointment

Agreement

shall mean the agreement to be executed between the Issuer and

the Debenture Trustee for confirming the appointment of Axis

Trustee Services Limited as the Debenture Trustee.

16. Depositories shall mean National Securities Depository Limited or Central

Depository Services (India) Limited or such other depository

registered with the Securities and Exchange Board of India, with

whom the Issuer has entered into an agreement for keeping and

dealing with the Debentures in a dematerialized form.

17. Designated Stock

Exchange

shall mean the Bombay Stock Exchange.

18. DRR shall refer to the Debenture Redemption Reserve to be maintained

in terms of the Act.

19. EBITDA shall mean earnings before interest, taxes, depreciation and

amortization as reflected in the profit and loss account of the

Issuer (excluding other income).

20. ECGC shall refer to the Export Credit and Guarantee Corporation of

India Limited.

21. EGM shall refer to Extraordinary General Meeting.

22. Eligible Financial

Institution

means such financial institutions from whom monies borrowed

even under an unsecured debenture would not constitute a

„deposit‟ within the meaning of the term as defined under Section

2(b) of the Companies (Acceptance Of Deposits) Rules, 1975.

23. Existing Lenders collectively means the lenders who have advanced long term

debt, short term debt and entities which have provided corporate

and financial guarantees (excluding guarantees not in the nature

of bid bond, advance payment guarantee and performance

guarantee), who are more particularly identified in the Debenture

Trust Deed.

24. FCCB shall mean the foreign currency convertible bonds.




10

S. No. Term/

Abbreviation

Used

Definition

25. Foreign

Institutional

Investor

shall mean an institution established or incorporated outside India

which proposes to make investment in securities in India and is

registered in accordance with Section 2 (f) of the SEBI (FII)

Regulations 1995.

26. Hypothecated

Assets

The whole of the movable properties (other than current assets) of

the Company including its movable plant and machinery,

machinery spares, tools and accessories and other movables, both

present and future, whether installed or not and now lying loose

or in cases or which are now lying or stored in or about or shall

hereafter from time to time during the continuance of these

presents be brought into or upon or be stored or be in or about all

the Company's factories, premises and godowns wherever situate,

or pertaining to its properties wherever else the same may be or

be held by any other party to the order or disposition of the

Company or in the course of transit or on high seas or on order or

delivery.

27. Information

Memorandum

shall mean this information memorandum issued in accordance

with the Securities and Exchange Board of India (Issuance and

Listing of Debt Securities) Regulations, 2008 including any

amendments or modifications thereto.

28. Issue shall mean the issue of Debentures in accordance with the terms

of the Transaction Documents.

29. Issuer or Company shall mean Sterlite Technologies Limited , a company

incorporated under the Companies Act, 1956 and an existing

company under the Companies Act, 2013 and having its

registered office at E1, MIDC Industrial Area, Waluj

Aurangabad-431136, Maharashtra, India.

30. Mortgaged

Premises

shall collectively mean the Mortgaged Premises I and Mortgaged

Premises II.

31. Mortgaged

Premises I

shall mean the specified immovable properties located in Pune,

Maharashtra over which mortgage will be created in favour of the

Debenture Trustee as security for the Debentures in a manner as

provided under the Debenture Trust Deed.

32. Mortgaged

Premises II

shall mean the specified immovable properties located in Dadra

and Nagar Haveli, over which mortgage will be created in favour

of the Debenture Trustee as security for the Debentures in a

manner as provided under the Debenture Trust Deed.




11

S. No. Term/

Abbreviation

Used

Definition

33. NBFC shall mean Non-Banking Finance Company.

34. NCD shall mean non convertible debentures.

35. NSDL shall mean the National Securities Depositories Limited.

36. OF means Optical Fibres.

37. OFC means Optical Fibre Cables.

38. Offer Letter or

Private Placement

Offer Letter

shall mean the private placement offer letter to be issued by the

Issuer to the investors in Form PAS-4, as required under the Act

and the Information Memorandum, and to be circulated by the

Issuer to the proposed original Debenture Holder for offering the

Debentures, by way of private placement.

39. PAT shall mean profit after tax.

40. Potential Investor shall mean prospective investors in the Debentures.

41. Promoter means Twin Star Overseas Limited, a company incorporated

under the laws of Mauritius, and having its registered office at

C/o CIM Corporate Services Limited, Les Cascades Building,

Edith Cavell Street, Port Louis, Mauritius.

42. Promoter Group means the persons and entities forming part of the Issuer‟s

promoter group, in accordance with SEBI (Issue of Capital and

Disclosure Requirements) Regulations, 2009 and appearing in

latest shareholding pattern of the Issuer disclosed to the stock

exchanges in accordance with SEBI (Listing Obligations and

Disclosure Requirements) Regulations, 2015.

43. Preference Shares shall mean preference shares as defined and considered by the

Companies Act 2013 as amended from time to time.

44. Qualified

Institutional Buyers

(QIBs)

shall mean a qualified institutional buyer as maybe defined by the

law for the time being in force.

45. RBI shall mean the Reserve Bank of India established under the

Reserve Bank of India Act, 1934.

46. Real Time Gross

Settlement or

shall mean the system of transfer of monies or securities from one

bank to another in real time.




12

S. No. Term/

Abbreviation

Used

Definition

RTGS

47. Residuary NBFC

or RNBC

shall mean residuary non-banking company.

48. Scheduled

Commercial Bank

shall mean a bank which is listed in the 2nd Schedule of the

Reserve Bank of India Act, 1934.

49. Security or Secured

Assets

shall mean the Mortgaged Premises and Hypothecated Assets,

collectively.

50. Security Cover means the aggregate value of the Mortgaged Premises and

Hypothecated Assets divided by Principal Amount

51. Security Interest means:

(i) any mortgage, charge (whether fixed or floating), pledge,

lien, hypothecation, assignment, deed of trust, security

interest or other encumbrance of any kind securing, or

conferring any priority of payment in respect of, any

obligation of any Person, including without limitation any

right granted by a transaction which, in legal terms, is not

the granting of security but which has an economic or

financial effect similar to the granting of security under

Applicable Law;

(ii) any voting agreement, interest, option, right of first offer,

refusal or transfer restriction in favour of any Person;

and/or

(iii) any adverse claim as to title, possession or use.

52. Security

Documents

means the Deed of Hypothecation to be executed in respect of the

hypothecation to be created over the Hypothecated Assets and

any mortgage deeds, memorandum of entries and director‟s

declarations to be executed or entered into in relation to the

equitable mortgage to be created on Mortgaged Premises II and

all such other documents as may be required/executed for

creating / perfecting the Security Interest over the Secured Assets

in favour of the Debenture Trustee for the benefit of the

Debenture Holders (and its successors and assigns from time to

time).

53. State Government shall mean the Government of the States comprising the Republic




13

S. No. Term/

Abbreviation

Used

Definition

of India.

54. Statutory

Corporation

shall mean a corporation established under a statute.

55. Stock Exchange shall mean the BSE.

56. Unsecured Loan

Facilities

shall mean the existing unsecured loan facilities availed by the

Issuer.

57. WDM Segment shall mean the whole sale debt market segment of the National

Stock Exchange.

III. LIST OF DOCUMENTS TO BE FILED WITH THE STOCK EXCHANGE

List of disclosures to be filed along with the listing application to the stock exchange:

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

allotment of the debt securities.

B. Copy of last three years audited Annual Reports.

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

and agreements.

D. Copy of the Board / Committee Resolution authorizing the borrowing and list of

authorized signatories.

E. An undertaking from the Issuer stating that the necessary documents for the

creation of the charge, where applicable, including the Debenture Trust Deed

would be executed within the time frame prescribed in the relevant

regulations/act/rules etc and the same would be uploaded on the website of the

Designated Stock Exchange, where the debt securities have been listed, within

five working days of execution of the same.

F. Any other particulars or documents that the recognized stock exchange may call

for as it deems fit.

G. An undertaking that permission / consent from the prior creditor for a second or

pari passu charge being created, where applicable, in favor of the trustees to the

proposed issue has been obtained.




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IV. LIST OF DOCUMENTS TO BE DISCLOSED TO THE DEBENTURE TRUSTEE

List of disclosures to be submitted to the Debenture Trustee in electronic form (soft copy)

at the time of allotment of the debt securities:

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

allotment of the debt securities.

B. Copy of last three years‟ audited Annual Reports.

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

and agreements.

D. Latest Audited / Limited Review Half Yearly Consolidated (wherever available)

and Standalone Financial Information (Profit & Loss statement, Balance Sheet

and Cash Flow statement) and auditor qualifications , if any.

E. An undertaking to the effect that the Issuer would, till the redemption of the debt

securities, submit the details mentioned in point (D) above to the Debenture

Trustee within the timelines as mentioned in Simplified Listing Agreement issued

by SEBI vide SEBI (Listing Obligations and Disclosure Requirement), 2015, as

amended from time to time, for furnishing / publishing its half yearly/ annual

result. Further, the Issuer shall within 180 days from the end of the Financial

Year, submit a copy of the latest annual report to the Debenture Trustee and the

Debenture Trustee shall be obliged to share the details submitted under this

clause with all „Qualified Institutional Buyers‟ (QIBs) and other existing

debenture-holders within two working days of their specific request.

V. NAME AND ADDRESS OF THE FOLLOWING:

(i) Registered office of the Issuer

Sterlite Technologies Limited

E1, MIDC Industrial Area, Waluj Aurangabad-431136, Maharashtra, India

Phone No.: 91-20-30514000

Fax No.: 91-20-30514113

(ii) Corporate office of the Issuer

4th Floor, Godrej Millennium, 9 Koregaon Road, Pune 411001, India

Phone No.: 91-20-30514000

Fax No.: 91-20-30514113




15

(iii) Compliance officer of the Issuer

Mr. Amit Deshpande

Phone No.: +91-20-30514000

Fax No.: +91-20-30514113

(iv) CFO of the Issuer

Mr. Anupam Jindal

Phone No.: +91-20-30514000

Fax No.: +91-20-30514113

(v) Trustee of the issue


Address: Ground Floor, Axis House, Wadia International Centre,

Bombay Dyeing Mills Compound, Pandurang Budhkar Marg,

Worli, Mumbai – 400025.

Contact No.: +91-22-62260084

(vi) Registrar of the issue

Karvy Computershare Private Limited

Karvy Selenium Tower-B, Plot No. 31 & 32, Financial District, Gachibowli, Nanakramguda, Serilingampally, Hyderabad 500 008 India. Phone No.: +91 040 67161524 E-mail: [email protected]

(vii) Credit Rating Agency of the issue: ICRA

Address: 5A, 5th Floor, Symphony, Range Hills Road,

Shivajinagar, Pune - 411020

Phone No. : +91 - 020 - 25561194

Fax No.: +91 - 020 – 25561231

(viii) Auditors of the Issuer

S R B C & CO LLP

Address: C 401, Fourth Floor, Panchshil Tech Park, Pune

Phone No.: 020 66036000





16

VI. A brief summary of the business/ activities of the Issuer and its line of business

containing atleast following information:-

Overview:

Business Profile:

Sterlite Technologies Limited, post demerger of the power products and transmissions

grid business operates primarily in the Telecom Business (OF and OFC segments). OFCs

are used in long distance networks and forms the backbone of the telecom industry and

have the capacity to handle large amounts of data. Sterlite Technolgies Limited supplies

OFCs to telecom service providers as well as OFs to other OFC manufacturers. It is the

largest player in the Indian market in both these segments.

% share of sales

(in terms of

volumes)

2016 2015 2014

OF 75.5 69.6 72.6

OFC 24.5 30.4 27.4

Business carried on by the subsidiaries of the Company with details of branches or

units, if any.

Subsidiaries of Sterlite Technologies Limited, are also engaged in the Telecom Business

(OF and OFC segments).




17

Industry Outlook:

There is a strong demand for data connectivity given the government‟s thrust to provide

data connectivity throughout the country. As optical fibre cables are used for data

connectivity, demand for Sterlite Technolgies Limited‟s products is closely linked to

internet penetration in India, which is expected to remain strong over the medium term.

Internet penetration (wireless and wireline) in India is projected to report a 21%

compound annual growth rate (CAGR) between fiscals 2016 and 2021. The robust pace

of growth will see around one billion Indians online by fiscal 2021 from the current tally

of approximately 375 million. The thrust will come from wireless broadband (3G as well

as 4G), which is forecast to accelerate at 22% CAGR over the period. Rising adoption for

high-speed wireless broadband will be due to:

Low speed as well as coverage of fixed broadband services

High initial cost of setting up a wireline broadband service

Migration of users from 2G to 3G and 4G

Healthy growth in internet subscriber base (in million)

Source: CRISIL Research; E: Estimated; P: Projected

(i) Corporate Structure

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

registered office at E1, MIDC Industrial Area, Waluj Aurangabad-431136,

Maharashtra, India.

(ii) Brief Profile of the directors of the Issuer




18

DIN Name Designation

00010883 Mr. Anil Kumar Agarwal Non-Executive Chairman

00020916 Mr. ArunTodarwal Non-Executive & Independent

Director

00818169 Mr.A.R.Narayanaswamy Non-Executive & Independent

Director

06966972 Mrs. Avaantika Kakkar Non-Executive & Independent

Director

00022096 Mr. Pravin Agarwal Vice Chairman & Whole-time

Director

03040062 Mr. Pratik Agarwal Non-Executive Director

01606522 Mr. C V Krishnan Non-Executive & Independent

Director

00057364 Dr. Anand Agarwal CEO & Whole-time Director

Name Brief Profile

Mr. Anil Kumar

Agarwal

Mr. Anil Kumar Agarwal founded the Group in 1979 and is the

Executive Chairman of Vedanta Resources Plc, a London Listed

Company and also the Chairman Emeritus of Vedanta Limited. Mr.

Agarwal has over 40 years of entrepreneurial and business

experience.

Mr. Arun Todarwal Mr. Arun Todarwal, partner of M/s Todarwal & Todarwal, a

Mumbai-based firm of Chartered Accountants, is a member of The

Institute of Chartered Accountants of India. He has a rich and varied

experience spanning over three decades in management consultancy,

finance and audit.

Mr.A.R.Narayanaswamy Mr. A. R. Narayanaswamy is a Chartered Accountant and

Management Consultant with over 35 years of industry experience.

He is a Fellow Member of The Institute of Chartered Accountants of

India and provides consulting services in accounting, financial

management and information technology across several industry

verticals.

Mrs. Avaantika Kakkar Ms. Avaantika Kakkar is a corporate and commercial lawyer and is

currently Partner and Co-head of the Competition/Anti-trust law

practice of Khaitan & Co. She has significant experience with

structured finance, foreign direct investment in real estate, private

equity and on-market & off market acquisition transactions and joint

ventures.

Mr. Pravin Agarwal Mr. Pravin Agarwal is Vice Chairman and Whole Time Director of

the Company and is also the Non-Executive Chairman of Sterlite




19

Name Brief Profile

Power Transmission Limited (Demerged Undertaking for Power

Business). He has been closely involved with the Sterlite Group‟s

operations in India since its inception and has been instrumental for

the growth of telecom and power businesses. His rich experience in

general management and commercial matters spans about three

decades.

Mr. Pratik Agarwal Mr. Pratik Agarwal is Non-Executive Director of the Company and is

also the Managing Director and CEO of Sterlite Power Transmission

Limited (Demerged Undertaking for Power Business) He joined

Vedanta Group in 2004. Under his leadership, the Group entered the

power transmission business and has bagged more than 10 critical

projects including first 765 kV project by a private player. Mr.

Agarwal completed bachelors in economics from Wharton,

Pennsylvania and MBA from London Business School.

Mr. C V Krishnan C.V.Krishnan is the President of Institute of Financial Management

and Research (IFMR), Chennai. Having led organizations like M/s

E.I.D Parry, M/s Essar Power, M/s Sterlite Industries and its

subsidiaries as President/MD/CEO, he holds expertise in

organizational turnaround, transformation management, corporate

growth and financial management. C.V.K. completed B.Tech from

IIT Madras, MBA from IIM Ahmedabad and Global Leadership

Program from Michigan (USA).

Dr. Anand Agarwal Dr Anand Agarwal joined Sterlite Tech in 1995 and has held various

positions, including manufacturing, quality assurance and business

development. Prior to this, he worked with Siemens. Dr. Agarwal

holds B. Tech (Metallurgical Engineering) from IIT Kanpur. He has

also completed his MS & PhD (Materials Engineering) from Berkeley

(USA). He looks after overall operations of the Company.

Brief Particulars of the Senior management of the Company:

Name Brief Profile

Anupam Jindal

Chief Finance Officer

Mr. Anupam Jindal joined Sterlite Tech in 1998. He has worked with

Aluminium foils and copper cables businesses before heading finance

for Sterlite‟s Mining operations in Australia. His key focus areas have

been Finance, Treasury, Accounts and MIS. Mr. Anupam is a

Chartered Accountant from the Institute of Chartered Accountants of

India.

K. S. Rao

Chief Operating Officer,

Telecom Products &

Solutions

Mr. K. S. Rao joined Sterlite Tech in 1993. His key focus areas have

been engineering, manufacturing, product development, project

management and business development. He holds a Bachelor‟s

degree in Mechanical Engineering.




20

Name Brief Profile

Nikhil Jain

Business Head –

Elitecore Software

Mr. Nikhil is one of the founding members of Elitecore and comes

with over 18 years of experience. He holds a Masters in Computer

Applications from L.D College of Engineering, Ahmedabad. He plays

an influential role in managing and guiding Sterlite‟s Telecom

Software Division - Elitecore‟s global business units with channel

and performance measures in the face of intense competition.

Gaurav Basra

Chief Strategy Officer

Mr. Gaurav Basra joined Sterlite Tech in July 2015. He comes with

over 20 years of experience in Corporate Strategy Development &

Transformation, Innovation Management & Investment Portfolio

Management. He was associated with companies like Booz &

Company, Lucent Technologies, Nokia & Mobily. He has completed

his MBA from Imperial College, London & Bachelor of Engineering

from Pune University.

Amitabh Hajela

Chief People Officer

Mr. Amitabh Hajela joined Sterlite Tech in July 2016. Mr. Amitabh

has an experience of over 23 years in Global HR Leadership,

Learning & Development and Strategic HR. He holds an MBA from

XLRI Jamshedpur and Bachelors degree from Lucknow University.

Dr. Badri Gomatam

Chief Technology

Officer

Dr. Badri joined Sterlite Tech in 2011. He leads the Centre of

Excellence. He has over 21 years of product development, marketing

and business development experience in high-speed integrated

circuits and optical communications. Dr. Badri has completed his MS

and Ph.D from the University of Massachusetts, Amherst.

Swati Rangachari

Chief of Corporate

Affairs and Chief

Marketing Officer

Ms. Swati Rangachari joined Sterlite Tech in March 2016. She comes

with over 20 years of experience in government and industry

relations, communications and brand visibility in Telecom, Financial

Services, Aerospace and IT sectors. She holds an MBA in

International Management from Fore School of Management and has

completed an executive programme from Boston University.

Prasanth Puliakottu

Chief Information

Officer

Mr. Prasanth Puliakottu joined Sterlite Tech in 2009. He is

responsible for standardisation, automation and integration of

business processes. In a career spanning 21 years, Prasanth has led

design, development and implementation of various IT projects. He

has completed engineering from Madurai Kamaraj University (REC,

Trichy) and M.S. from BITS, Pilani.

Pankaj Priyadarshi

Chief Fulfillment Officer

Mr. Pankaj Priyadarshi joined Sterlite Tech in January 2012. With

over 29 years of experience, he heads the Supply Chain Management

function with key focus on strategic sourcing. Mr. Pankaj has

completed Mechanical Engineering from BITS Pilani, a certification

in leadership from INSEAD, Singapore and a course on Strategic

Sourcing Management from IIM-Ahmedabad.




21

Name Brief Profile

Ankit Agarwal

Global Head - Telecom

Products

Mr. Ankit Agarwal joined Sterlite Tech in 2007. He heads the

Telecom Products Division. In addition, he is responsible for

identifying and executing strategic opportunities globally for Sterlite

Tech, including Mergers and Acquisitions, Joint Ventures and

Greenfield projects. Ankit holds a Bachelor‟s degree from University

of Southern California and MBA from London Business School.

(iii) The changes to the authorised share capital of the Issuer since its incorporation

are set out below:

Year Change in Authorized Capital

Since Incorporation Rs. 1,00,00,000

10,00,000 Equiy Shares of Rs. 10/-each

2000 Rs. 15,00,00,000

1,00,00,000 Equity Shares of Rs.10 each 1,000.00 1,000.00

50,00,000 Preference Shares of Rs.10 each

2001 Rs. 45,00,00,000

9,00,00,000 Equity Shares of Rs.5 each.

2010 Rs. 150,00,00,000

75,00,00,000 Equity Shares of Rs.2 each.

(iv) Details of Promoter Holding in the Issuer as on date:

Sr.

No.

Name of the

shareholders

Total No. of

Equity

Shares

No. of shares

in demat

form

Total

shareholding

as % of total

no of equity

shares

No. of Shares

Pledged

% of Shares

pledged with

respect to

shares owned

1 Twin Star

Overseas

Limited

20,94,02,750 20,94,02,750 52.58 0 0




22

(v) Key Operational and Financial Parameters for the last 3 Audited years:

Parameters

FY 15-16 FY 14-15 FY 13-14

Dec'16

(Rs in Cr) (Rs in Cr) (Rs in Cr)

For Non-

Financial

Entities

*Networth

(Including

deferred upfront

fees

amortizaton)

786 671 1236 1210

Total Debt 1104 908 1693 1313

of which - Non

Current

Maturities of

Long Term

Borrowing

277 327 989 683

- Short Term

Borrowing 769 341 564 560

- Current

Maturities of

Long Term

Borrowing

58 240 140 70

Net Fixed Assets

(Excluding

Intangible

Assets)

851 736 908 998

Capital Work in

Progress 65 126 33 16

Non Current

Assets 265 282 1446 1125

Cash and Cash

Equivalents 4 39 260 44

Current

Investments 15 0 55 205

Current Assets 1421 1162 1519 1150

Non – Current

Liabilities 178 186 81 92

Current

Liabilities 768 582 1211 923

Net sales 1613 2036 3030 2859

EBITDA 298 446 386 271




23

Earning Before

Interest,

Depreciation &

Deferred

expenditure

311 339 371 248

Interest &

Finance Charges 87 92 179 95

Depreciation &

Amortisation 100 107 108 103

PAT 124 181 84 50

Current ratio 1.85 2.00 1.25 1.25

Interest coverage

ratio 3.56 3.68 2.07 2.61

*Gross

debt/equity ratio 1.41 1.35 1.37 1.09

Debt Service

Coverage Ratios

(EBID/(Interest+

Principal)

2.85 1.02 1.16 1.50

Gross Debt: Equity Ratio of the Company

Before the issue of debt securities 1.41

After the issue of debt securities 1.41

VII. BRIEF HISTORY OF THE COMPANY SINCE ITS INCORPORATION GIVING

DETAILS OF THE FOLLOWING ACTIVITIES

i. Details of Share Capital as on last quarter end:- As on December 31, 2016

Share Capital Rs. Number of

Securities

Description Aggregate

Nominal

Value

Authorized

Share Capital

150,00,00,000 75,00,00,000 Equity 150,00,00,000

Issued,

Subscribed and

Paid-up Share

Capital

79,65,51,086 39,82,75,543 Equity 79,65,51,086

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

There has been no change in capital structure for last five years.




24

iii. Equity Share Capital History of the Company as on last quarter end, for the last five years:-

Date Of

Allotment

/Subscription

No of

Equity

Shares

Face

Value

E

(Rs)

Issue

Price

(Rs)

Consideration

(Cash, other than

cash, etc)

In Cash (Rs.)

Nature of

Allotment

Cumulative Remarks

No of equity

shares

Equity Share

Capital (Rs)

Equity

Share

Premium (in

Rs)

6/1/2012 74,996 2.00 2.00 1,49,992 ESOP 39,32,64,823 78,65,29,646 N.A.

17/4/2012

22,822 2.00 2.00 45,644 ESOP 39,32,87,645 78,65,75,290 N.A.

26/7/2012 99,160 2.00 2.00 1,98,320 ESOP 39,33,86,805 78,67,73,610 N.A.

25/10/2012 42,010 2.00 2.00 84,020 ESOP 39,34,28,815 78,68,57,630 N.A.

14/01/2013 10,320 2.00 2.00 20,640 ESOP 39,34,39,135 78,68,78,270 N.A.

17/04/2013 80,964 2.00 2.00 1,61,928 ESOP 39,35,20,099 78,70,40,198 N.A.

24/07/2013 1,37,750 2.00 2.00 2,75,500 ESOP 39,36,57,849 78,73,15,698 N.A.

08/01/2014 1,66,432 2.00 2.00 3,32,864 ESOP 39,38,24,281 78,76,48,562 N.A.

30/07/2014 1,48,196 2.00 2.00 2,96,392 ESOP 39,39,72,478 78,79,44,956 N.A.

27/02/2015 86,524 2.00 2.00 1,73,048 ESOP 39,40,59,001 78,81,18,002 N.A.

16/07/2015 2,91,388 2.00 2.00 5,82,776 ESOP 39,43,50,389 78,87,00,778 N.A.




25

28/08/2015 2,57,010 2.00 2.00 5,14,020 ESOP 39,46,07,399 78,92,14,798 N.A.

25/11/2015 2,92,090 2.00 2.00 5,84,180 ESOP 39,48,99,489 78,97,98,978 N.A.

26/02/2016 1,96,022 2.00 2.00 3,92,044 ESOP 39,50,95,511 79,01,91,022 N.A.

31/03/2016 92,885 2.00 2.00 1,85,770 ESOP 39,51,88,396 79,03,76,792 N.A.

14/06/2016 2,22,062 2.00 2.00 4,44,124 ESOP 39,54,10,458 79,08,20,916 N.A.

23/08/2016 17,78,777 2.00 2.00 35,57,554 ESOP 39,71,89,235 79,43,78,470 N.A.

12/10/2016 6,91,813 2.00 2.00 13,83,626 ESOP 39,78,81,048 79.57.62,096

N.A.

13/12/2016 3,20,908 2.00 2.00 6,41,816 ESOP 39,82,01,956 79,64,03,912

N.A.

08/02/2017 73,587 2.00 2.00 1,47,174

ESOP 39,82,75,543 79,65,51,086

N.A.




26

iv. Preference Share Capital History of the Company as on last quarter end, for the last five years:- None

Date of

Allotment

/Subscription

No of

Compulsorily

Convertible

Preference

Shares

Face

Value

(Rs)

Issue

Price

(Rs)

Consideration

(Cash, other

than cash, etc)

Nature of

Allotment

Cumulative Remarks

No of

Compulsorily

Convertible

Preference

Shares

Compulsorily

Convertible

Preference

Shares (Rs)

Compulsorily

Convertible

Preference

Shares

Premium

(in Rs)

N.A. N.A. N.A. N.A. N.A. N.A. N.A. N.A. N.A. N.A.

Notes: (If any) : None

v. Paid Up Capital of the Issuer:

(a) After the Issue: Rs. 79,65,51,086 (39,82,75,543 equity shares of Rs. 10/- each)

(b) After conversion of convertible instruments (if applicable): Not Applicable

(c) Share premium account (before and after the Issue): Not Applicable

vi. Details of any Acquisition or Amalgamation in the last 1 year:

The Company acquired 100% stake in Elitecore Technologies Private Limited (“Elitecore”) on September 29, 2015 followed by merger of

Elitecore with the Company, effective from May 20, 2016. The merger was approved by the Hon‟ble High Court of Judicature at Gujarat and

the Hon‟ble High Court of Judicature at Bombay on March 21, 2016 and April 7, 2016, respectively. The appointed date for the said merger

was September 29, 2015.




27

vii. Details of any Reorganization or Reconstruction in the last 1 year:-

The Hon‟ble High Court of Judicature at Bombay had on April 22, 2016 approved the Scheme of Arrangement for demerger of the Power

Products and Transmission Grid Business of the Company into Sterlite Power Transmission Limited (“SPTL”), effective from May 23, 2016.

This Scheme was approved by the Shareholders, Secured Creditors and Unsecured Creditors of the Company at the Court Convened

Meetings held on December 15, 2015. The appointed date for the Demerger was April 01, 2015.

Post implementation of the Scheme, the Company continues to be a publicly listed company and focuses on the growth opportunities in the

telecom sector.

VIII. DETAILS OF THE EQUITY SHAREHOLDING OF THE COMPANY AS ON THE LATEST QUARTER END:-

(As on December 31, 2016)

i. Shareholding pattern of the Company as on last quarter end:-

Sr. No Particulars Total No of Equity Shares No of shares in demat

form

Total

Shareholding

as % of total no

of equity shares

1. Promoter & Promoter Group 21,70,34,001 21,70,34,001 54.52

2. Public 18,10,82,405 17,48,59,772 45.48

3. Non Promoter – Non Public 4. Shares underlying DRs 85,550 85,550 0

5. Shares held by Employes Trust 0 0 0

Total 39,82,01,956 39,82,01,956 100

*The detailed shareholding pattern of the Company is attached herewith as Annexure IV.

Notes:- Shares pledged or encumbered by the promoters (if any) : None.




28

ii. List of top 10 holders of equity shares of the Company as on the latest quarter end:- December 31, 2016

Sr No Name of the shareholders Total No of Equity

Shares

No of shares in demat

form

Total Shareholding as %

of total no of equity shares

1 Twin Star Overseas Ltd 209,402,750 209,402,750 52.59

2 Life Insurance Corporation Of India 18,968,555 18,968,555 4.76

3 Macquarie Emerging Markets Asian Trading Pte. Ltd. 6,601,393 6,601,393 1.66

4 DSP Blackrock Small And Mid Cap Fund 5,632,854 5,632,854 1.41

5 Reliance capital trustee co. Ltd. A/c Reliance Diversified Power

Sector Fund 5,057,746 5,057,746 1.27

6 Vedanta Limited 4,764,295 4,764,295 1.20

7 Reliance capital trustee co. Ltd-a/c Reliancesmallcap Fund 3,221,290 3,221,290 0.81

8 DSP Blackrock Micro Cap Fund 3,206,414 3,206,414 0.81

9 DSP Blackrock Equity Fund 3,140,130 3,140,130 0.79

10 Dimensional Emerging Markets Value Fund 2,710,854 2,710,854 0.69

IX. DETAILS OF THE PREFERENCE SHAREHOLDING OF THE COMPANY AS ON THE LATEST QUARTER END:- (As on

December 31, 2016)

i. Preference Share Shareholding pattern of the Company as on last quarter end:-

Sr. No Particulars Total No of Compulsorily

Convertible Preference Shares

No of shares in

Demat form

Total Shareholding as %

of total no of equity shares

1. N.A. N.A. N.A. N.A.




29

X. FOLLOWING DETAILS REGARDING THE DIRECTORS OF THE COMPANY:

i. Details of the current directors of the Company (As on December 31, 2016)

Name, Designation and DIN Age Address Director of the

Company since

Details of other Directorship

Mr. Anil Agarwal

Non-Executive Chairman

DIN :00010883

64 113/114, Samudra Mahal,

Worli, Mumbai, 400018,

Maharashtra , India

30/10/2006 1. Anil Agarwal Foundation

Mr. Arun Todarwal

Non-Executive & Independent

Director

DIN:00020916

59 81, Shivner, 84, Nepean Sea

Road, Mumbai-400006,

Maharashtra , India

25/01/2003 1. Sterlite Grid 2 Limited

2. Lakecity Ventures Private Limited

3. Sterlite Power Transmission Limited

4. Malco Energy Limited

5. Sterlite Grid 1 Limited

6. SREI Mutual Fund Trust Private Limited

7. Welspun India Limited

8. Hindustan Zinc Limited

9. Anuh Pharma Limited

10. Welspun Global Brands Limited

Mr. A.R. Narayanaswamy


Director

DIN:00818169

65 A-12, Archana CHS, Juhu

Versova, Link Road,

Andheri (West), Mumbai –

400053, Maharashtra , India

30/04/2007 1. Malco Energy Limited

2. Sterlite Power Grid Ventures Limited

3. Vizag General Cargo Berth Private Limited

4. Sterlite Grid 1 Limited

5. IBIS Systems And Solutions Private Limited

6. Bharat Aluminium Co Ltd

7. SESA Mining Corporation Limited




30


Company since


8. SESA Resources Limited

9. Hindustan Zinc Limited

10. IBIS-SOFTEC-Solutions Private Limited

Mr. C V Krishnan


Director

DIN:01606522

66 Old 26, New 59, St. Mary‟s

Road, R.A. Puram, Chennai-

600028, Tamil Nadu, India

26/04/2013 1. Mahindra Industrial Park Chennai Limited

Mr. Pravin Agarwal

Vice Chairman & Whole-Time

Director

DIN:00022096

62 117, Koregaon Park, Pune-

411001, Maharashtra, India

29/01/2004 1. Sterlite Power Grid Ventures Limited

2. Sterlite Power Technologies Private Limited

3. Twin Star Technologies Limited


5. Twin Star Display Technologies Limited

Dr. Anand Agarwal

CEO & Whole-Time Director

DIN:00057364

49 FL.NO. 401, Amar Eternity,

Baner Road, Sr.No. 13,

Someshwarwadi, Pune

411008, Maharashtra, India

30/07/2003 1. Sterlite Power Grid Ventures Limited

2. Twin Star Technologies Limited


4. Twin Star Display Technologies Limited

Mr. Pratik Agarwal

Non-Executive Director

34 403-A, 3rd Floor, Samudra

Mahal, A-Wing, Opposite

Lotus, Dr A.B. Road, Worli

26/04/2013 1. Sterlite Ports Limited

2. Pragun Jindal Philanthropic Organisation

3. Sterlite Infraventures Limited




31


Company since


DIN: 03040062

Mumbai 400018

Maharashtra, India

4. Jindal Aluminium Limited

5. Vizag General Cargo Berth Private Limited

6. Speedon Network Limited

7. Maritime Ventures Private Limited



10. Goa Sea Port Private Limited

Ms. Avaantika Kakkar


Director

DIN 06966972

36 A 1201, Sea Flama, Dosti

Flamingos, T J Road, Parel,

Sewri, Mumbai, 400015,

Maharashtra, India

29/12/2014 1. Mahindra Sona Limited

2. East-North Interconnection Company Limited

3. Jabalpur Transmission Company Limited

4. Bhopal Dhule Transmission Company Limited

5. Purulia & Kharagpur Transmission Company Limited

6. NRSS XXIX Transmission Limited


8. Rapp Transmission Company Limited


*Company to disclose name of the current directors who are appearing in the RBI defaulter list and/or ECGC default list, if any: None

ii. Details of change in directors since last three years:-

Name,

Designation and DIN

Date of Appointment /

Resignation

Director of the Company since

( in case of resignation)

Remarks

Name: Haigreve Khaitan


30/09/2014 (Resignation) 30/07/2003 N.A.




32

Name,

Designation and DIN

Date of Appointment /

Resignation

Director of the Company since

( in case of resignation)

Remarks

Director

DIN:00005290

Name: Avaantika Kakkar


Director

DIN: 06966972

29/12/2014 (Appointment) N.A. N.A.

XI. FOLLOWING DETAILS REGARDING THE AUDITORS OF THE COMPANY:-

i. Details of the auditor of the Company:-

Name Address Auditor

since

S R B C & CO LLP C,401,FourthFloor,

Panchshil TechPark, Yerwada, Pune, Maharashtra - 411006

2007

ii. Details of change in auditor since last three years:-

The Issuer has not changed its Auditor during the last three years.




33

XII. DETAILS OF BORROWINGS OF THE COMPANY, AS ON THE LATEST QUARTER END:-

i. Details of Secured Loan Facilities:-

S.R.

No. Lender's Name Type Of Facility

Amount

Sanctioned (Rs.

Crore)

Principal Outstanding

(Rs. Crore) Repayment date Security

1 ICICI Working Capital 542 N.A.

First Pari Passu

Charge on entire

current assets &

Second Pari passu

Charge on entire

movable fixed

assets

2 HDFC BANK Working Capital 100 N.A.

3 BOM Working Capital 70 N.A.

4 Corp Bank Working Capital 120 N.A.

5 CITI BANK Working Capital 75 N.A.

6 YES BANK Working Capital 70 N.A.

7 EXIM BANK Working Capital 120 N.A.

8 AXIS BANK Working Capital 240 N.A.

9 UBI Working Capital 110 N.A.

10 SBI Working Capital 350 N.A.

11 BOB Working Capital 248 N.A.

12 IDBI Working Capital 120 N.A.

13 Indusind Working Capital 60 N.A.

14 Society General Working Capital 39 N.A.

15

Oriental Bank Of

Commerce Working Capital 250 N.A.




34

16 Federal Working Capital 60 N.A.

17

Kotak Mahindra

Bank Working Capital 150 N.A.

18

Exim Bank Term

Loan 1

Term Loan 12.5 6.7

Repayable in

equal quaterly

installments.

Loan ending

in May 2017

First pari passu

charge on

entire movable

fixed assets

&Specified

immovable

assets situated at

Silvassa

19

Exim Bank Term

Loan 2

Term Loan 120 120

Repayable in

equal quaterly

installments.

Loan ending

in June 2020

20

State Bank Of

India

Term Loan 62.5 49.24

Repayable in

equal quaterly

installments.

Loan ending

in Sep 2018

21

Exim FCTL

Term Loan 250 165.96

Repayable in

equal quaterly

installments.

Loan ending

in Jan 2023




35

ii. Details of Unsecured Loan Facilities:-

S.R. No. Lender's Name Type Of Facility

Amount

Sanctioned (Rs.

Crore)

Principal Outstanding

(Rs. Crore) Repayment date

1 HDFC BANK Working Capital 200 N.A.

2 Kotak Mahindra Bank Working Capital 25 N.A.

3 Destche Bank Working Capital 125 N.A.

iii. Details of NCDs-

As of the date of this Information Memorandum, the Issuer has no outstanding NCDs.

iv. List of Top 10 Non Convertible Debenture Holders (as on Devember 31, 2016)- NIL

Sr. No. Name of Debenture Holders Amount

1. N.A. N.A.

Details of Compulsorily Convertible Debentures (CCDs)- None

Note: Top 10 holders' (in value terms, on cumulative basis for all outstanding debentures issues) details should be provided.




36

v. The amount of corporate guarantee issued by the Issuer along with name of the counterparty (like name of the subsidiary, JV entity, group

company, etc) on behalf of whom it has been issued. –

S. No. Name of the Counterparty (like name of the subsidiary,

JV entity, group company, etc)

Relationship of counterparty

with Issuer

Amount of Corporate Guarantee (in

Rs. Cr.)

1. Jiangsu Sterlite and Tongguang Fibre Co. Limited Subsidiary 26.14

2. Income Tax Department on behalf of group companies Group Companies 114

vi. Details of Commercial Paper:- The total Face Value of Commercial Papers Outstanding as on the latest quarter end to be provided and its

breakup in following table:- As on December 31, 2016

S. No. Maturity Date Amt Outstanding

(in Rs. Cr.)

1. 22-Mar-17 50

2. 27-Mar-17 50

3. 27-Mar-17 100

4. 29-Mar-17 50

5. 26-May-17 50

6. 09-Jun-17 25

7. 12-Jun-17 50

Total 375




37

vii. Details of Rest of the borrowing (if any including hybrid debt like FCCB, Optionally Convertible Debentures / Preference Shares) as on

December 31, 2016:- NIL

Party Name

(in case of

Facility)

/Instrument

Name

Type of

Facility /

Instrument

Amt

Sanctioned

/ Issued

Principal

Amt

outstanding

Repaym

ent Date

/

Schedule

Credit

Rating

Secured /

Unsecured

Security

N.A. N.A. N.A. N.A. N.A. N.A. N.A. N.A.

viii. Details of all default/s and/or delay in payments of interest and principal of any kind of statutory dues, loans from any bank or financial

institution, debt securities, debentures, deposits and other financial indebtedness including corporate guarantee issued by the Company, in the

past 5 years :

There has been no default and/or delay in payments of interest & principal of any kind of term loans, debt securities and other financial

indebtness including corporate guarantee issued by the Issuer in past 5 years

ix. Details of any outstanding borrowings taken/ debt securities issued where taken / issued (i) for consideration other than cash, whether in whole or

part, (ii) at a premium or discount, or (iii) in pursuance of an option :

As of the date of this Information Memorandum, the Issuer has no outstanding borrowings taken/any debt securities issued where taken/issued,

(i) for consideration other than cash, whether in whole or in part, (ii) at a premium or discount, or (iii) in pursuance of an option.

x. DETAILS OF PROMOTERS OF THE COMPANY:-

Please see the section headed “Details of Promoter Holding in the Issuer as on date”.




38

XIII. 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*.

As per Annexure VI

XIV. 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*.

As per Annexure VI

*The Issuer undertakes that it shall provide latest Audited or Limited Review Financials in line with timelines as mentioned in Simplified Listing

Agreement issued by SEBI vide SEBI (Listing Obligations and Disclosure Requirement), 2015, as amended from time to time , for furnishing /

publishing its half yearly/ annual result. Further, the Issuer shall within 180 days from the end of the Financial Year, submit a copy of the latest

annual report to the debenture trustee and the debenture trustee shall be obliged to share the details submitted under this clause with all

'Qualified Institutional Buyers' (QIBs) and other existing debenture-holders within two working days of their specific request.

XV. 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.

As per Annexure VI

RISK FACTORS

The Issuer believes that the following factors may affect its ability to fulfill its obligations under the Debentures. All of these factors are contingencies

which may or may not occur and the Issuer is not in a position to express a view on the likelihood of any such contingency occurring. These risks may

include, among others, business aspects, equity market, bond market, interest rate, market volatility and economic, political and regulatory risks and

any combination of these and other risks. Prospective Investors should carefully consider all the information in this Information Memorandum,

including the risks and uncertainties described below, before making an investment in the Debentures. To obtain a complete understanding,

prospective Investors should read this section in conjunction with the remaining sections of this Information Memorandum, as well as the other




39

financial and statistical information contained in this Information Memorandum. If any of the following risks, or other risks that are not currently

known or are now deemed immaterial, actually occur, the Issuer’s business, results of operations and financial condition could suffer, the price of

Debentures could decline, and the Investor may lose all or part of their investment. More than one risk factor may have simultaneous effect with

regard to the Debentures such that the effect of a particular risk factor may not be predictable. In addition, more than one risk factor may have a

compounding effect which may not be predictable. No assurance can be given as to the effect that any combination of risk factors may have on the

value of the Debentures. The inability of the Issuer to pay interest, principal or other amounts on or in connection with the Debentures may occur for

other reasons which may not be considered significant risks by the Issuer based on information currently available to them or which they may not

currently be able to anticipate. You must rely on your own examination of the Issuer and this Issue, including the risks and uncertainties involved.

The ordering of the risk factors is intended to facilitate ease of reading and reference and does not in any manner indicate the importance of one risk

factor over another.

RISKS RELATED TO THE ISSUER

Risks related to our businesses

1. Any downturn in global demand, in particular, from China, for optical fiber may lead to a decrease in global optical fiber prices, which may

materially and adversely affect our business, financial condition and results of operation.

According to CRU International Limited (“CRU”), China has been the largest consumer of optical fiber since 2009, accounting for in excess of 50%

of optical fiber demand globally. Historically, this has been attributed to the large amounts of capital expenditure invested by Chinese telecom

operators to upgrade their respective telecom networks and related infrastructure. In addition, there is a recent policy by the Chinese government

requiring certain newly built residences to be equipped with fiber-to-the-home (“FTTH”) connections.

However, there can be no assurance that the demand for optical fiber in China from these telecom operators would continue or that further upgrades

will be carried out after the initial upgrade-related projects are completed. In addition, any government policy with respect to the telecom industry

may also change, resulting in a reduction in the capital expenditure by the Chinese telecom operators and/or a prolonged delay in the completion of

their network upgrades, thereby reducing the demand for optical fiber and related products.




40

In the event that the demand for optical fiber cable in China declines, the prices of optical fiber cable and consequently, the optical fiber products,

including our sale prices of optical fiber and related products, are likely to decline in view of a continued supply of such products and we may have

certain periods of excess inventory. Accordingly, our results of operations and our financial condition could be materially and adversely affected.

2. The invention and successful marketing of new connectivity technology which is superior to the existing optical cable wireline based infrastructure

would eradicate the demand of optical fiber and related products.

Our customers of optical fiber and related products including optical fiber cables are either companies that are in the telecom industry or companies

which use our products to manufacture optical fiber cables and/or related products to the telecom industry.

In the event that a new connectivity technology which is either cheaper to produce or superior in its inherent connectivity properties, or both, is

invented and successfully mass marketed, the demand for optical fiber and related products including optical fiber cables would drop significantly.

We may have to spend considerable amount of time and money towards acquiring or developing such technology, and there is no assurance that we

will be successful and accordingly, our results of operations and our financial condition could be materially and adversely affected.

3. We are dependent on a small group of customers in our telecom business segments for a substantial part of our net revenues.

Although our contracts are typically awarded on a project to project basis, we anticipate that our long-standing relationships with our key customers

will result in our five largest customers continuing to account for a significant portion of our net revenues for the foreseeable future. Our ability to

retain and grow our business with these and other customers, and to add new customers, is important to our ongoing success.

The loss of one or more of these significant customers or a reduction in the amount of business we obtain from them could have an adverse effect on

our business, financial condition and results of operations. We cannot assure you that we will be able to maintain historic levels of business from our

significant customers or that we will be able to significantly reduce customer concentration in the future.

In addition, customers are reluctant to engage new vendors and it may be difficult for us to attract new major customers and/or break into new

markets. This sector is capital intensive with a longer gestation period where economic conditions and government policy are key factors affecting the

entry of new players in this sector. Any adverse development in the economic environment in any of the above jurisdictions may also impact the

sectors in which our customers‟ operate, which may in turn cause the demand for our products to decrease or cease.




41

4. Our products are capital goods within their respective industries and any delay or slowdown in capital expenditure plans by our customers due to

delays in the implementation of projects, weak economic conditions and/or a scaling back of expansion plans could adversely affect our business and

results of operations.

The products which we manufacture and sell are capital goods used for the telecom industry. Accordingly, the demand of our products is directly

dependent on the requirements of our customers, which are primarily telecom operators and utility companies. The requirements of the telecom

operators and utilities for our respective telecom products are in turn linked to their investment in the expansion or upgrade of their telecom networks

or they being awarded new projects and the timely implementation, upgrade and/or construction of such project, as applicable. Any delay in the

implementation, upgrade and/or construction of such project would in turn impact the demand for our telecom products and could adversely affect our

business and results of operations.

Accordingly, any significant adverse developments in India‟s economic liberalisation and deregulation policies could also affect the investment

climate and the appetite for network upgrading, tenders to be called and/or projects awarded. While the recent elections in India have resulted in a

stable Central Government, any political instability in India in the future may adversely affect the Indian economy in general and in turn delay or

cause various governmental projects to be cancelled or scaled back.

EXTERNAL RISK FACTORS

Any downgrade of India’s sovereign debt rating by an international rating agency could have a negative impact on the Issuer’s results of

operations and financial condition.

Any downgrade of India‟s credit rating for domestic and international debt by international rating agencies may adversely impact the Issuer‟s ability

to raise additional financing and the interest rates and commercial terms on which such additional financing is available. This could have an adverse

effect on the Issuer‟s ability to obtain financing to fund its growth on favourable terms or at all and, as a result, could have a material adverse effect

on its results of operations, financial condition and prospects.

Any legal and regulatory changes in the future could have a negative impact on the Issuer’s results of operations and financial condition.

Future government policies and changes in laws and regulations in India and comments, statements or policy changes by any regulator, including but

not limited to the SEBI or the RBI, as well as any future government policies and changes in laws and regulations in other countries where the Issuer




42

has a significant presence may adversely affect the Issuer‟s financial results and operation, and restrict the Issuer‟s ability to do business in its target

markets. The timing and content of any new law or regulation is not within the Issuer‟s control and such new law, regulation, comment, statement or

policy change could have an adverse effect on its business, results of operations and financial condition.

Further, the SEBI, the BSE, other recognized stock exchanges where the Issuer may decide to get the Debentures listed after giving prior intimation to

the Debenture Trustee or other regulatory authorities may require clarifications on this Information Memorandum, which may cause a delay in the

issuance of Debentures or may result in the Debentures being materially affected or even rejected.

The proposed new taxation system could adversely affect the Issuer’s business and the trading price of the Debentures.

The Government has proposed three major reforms in Indian tax laws, namely the goods and services tax, the direct taxes code and provisions

relating to GAAR.

The goods and services tax would replace the indirect taxes on goods and services such as central excise duty, service tax, customs duty, central sales

tax, state VAT, surcharge and excise currently being collected by the central and state governments. The direct taxes code aims to reduce distortions

in tax structure, introduce moderate levels of taxation, expand the tax base and facilitate voluntary compliance. It also aims to provide greater tax

clarity and stability to investors who invest in Indian projects and companies as well as clarify the taxation provisions for international transactions. It

aims to consolidate and amend laws relating to all direct taxes like income tax, dividend distribution tax and wealth tax and facilitate voluntary

compliance.

As regards GAAR, the provisions were introduced in the Finance Act, 2012 to come into effect from April 1, 2016, however the implementation of

the same has been deferred upto April 1, 2017. The GAAR provisions intend to catch arrangements declared as “impermissible avoidance

arrangements”, which is any arrangement, the main purpose or one of the main purposes of which is to obtain a tax benefit and which satisfy at least

one of the following tests (i) creates rights, or obligations, which are not ordinarily created between persons dealing at arm‟s length; (ii) results,

directly or indirectly, in misuse, or abuse, of the provisions of the Income Tax Act, 1961; (iii) lacks commercial substance or is deemed to lack

commercial substance, in whole or in part; or (iv) is entered into, or carried out, by means, or in a manner, which are not ordinarily employed for bona

fide purposes. If GAAR provisions are invoked, then the tax authorities have wide powers, including denial of tax benefit or a benefit under a tax

treaty.




43

As the taxation system is intended to undergo significant overhaul, its consequent effects on the banking system cannot be determined as of the date

of this Information Memorandum and there can be no assurance that such effects would not adversely affect the Issuer‟s business, future financial

performance and the trading price of the Debentures.

Risks related to the Issue

1. Taxation

Potential purchasers and sellers of the Debentures should be aware that they may be required to pay stamp duties or other documentary charges/taxes

in accordance with the laws and practices of India. Payment and/or delivery of any amount due in respect of the Debentures will be conditional upon

the payment of all applicable taxes, duties and/or expenses.

Potential investors who are in any doubt as to their tax position should consult their own independent tax advisers. In addition, potential investors

should be aware that tax regulations and their application by the relevant taxation authorities change from time to time. Accordingly, it is not possible

to predict the precise tax treatment which will apply at any given time.

2. Interest Rate Risk

All fixed income securities, such as our Debentures, are subject to price risk. The price of such securities will vary inversely with changes in

prevailing interest rates, i.e. when interest rates rise, prices of fixed income securities fall and when interest rates drop, the prices increase. The extent

of fall or rise in the prices is a function of the existing coupon, days to maturity and the increase or decrease in the level of prevailing interest rates.

Increased rates of interest, which frequently accompany inflation and/or a growing economy, are likely to have a negative effect on the price of our

Debentures.

3. The Debentures may be Illiquid

It is not possible to predict if and to what extent a secondary market may develop in the Debentures or at what price the Debentures will trade in the

secondary market or whether such market will be liquid or illiquid. If so specified in this Information Memorandum, application has been made to list




44

or quote or admit to trading the Debentures on the stock exchange or quotation system(s) specified. If the Debentures are so listed or quoted or

admitted to trading, no assurance is given that any such listing or quotation or admission to trading will be maintained. The fact that the Debentures

may be so listed or quoted or admitted to trading does not necessarily lead to greater liquidity than if they were not so listed or quoted or admitted to

trading. The listing of the Debentures is subject to receipt of the final listing and trading approval from the Stock Exchange.

The Issuer may, but is not obliged to, at any time purchase the Debentures at any price in the open market or by tender or private agreement where

permitted by law. Any Debentures so purchased may be resold or surrendered for cancellation. The more limited the secondary market is, the more

difficult it may be for holders of the Debentures to realise value for the Debentures prior to redemption of the Debentures.

4. Downgrading in Credit Rating

The Debentures have been rated AA- Stable by ICRA for the issuance of Debentures for an aggregate amount of Rs. 150 Cr (Rupees One Hundred

Fifty Crore). The Issuer cannot guarantee that this rating will not be downgraded. Such a downgrade in the Credit Rating may lower the value of the

Debentures.

5. Future legal and regulatory obstructions

Future government policies and changes in laws and regulations in India and comments, statements or policy changes by any regulator, including but

not limited to the SEBI or the RBI, may adversely affect the Debentures. The timing and content of any new law or regulation is not within the

Issuer‟s control and such new law, regulation, comment, statement or policy change could have an adverse effect on market for and the price of the

Debentures.

Further, the RBI or other regulatory authorities may require clarifications on this Information Memorandum, which may cause a delay in the issuance

of Debentures or may result in the Debentures being materially affected or even rejected.

6. Political instability or changes in the government could delay further liberalization of the Indian economy and adversely affect economic

conditions in India generally.

Since 1991, successive Indian governments have pursued policies of economic liberalization. The role of the Central and State Governments in the

Indian economy as producers, consumers and regulators has remained significant. If there was to be any slowdown in the economic policies, or a




45

reversal of steps already taken, it could have an adverse effect on the debt market which as such is exposed to the risks of the Indian regulatory and

policy regime and also have an impact on global economic market.

7. The Issuer’s management will have significant flexibility in applying proceeds received from the Debentures. The fund requirement and

deployment have not been appraised by any bank or financial institution.

The Issuer intends to use the proceeds of the Debentures for general corporate purposes including without limitation capital expenditure, working

capital and refinancing of existing debt and for any other purposes in accordance with the applicable law and regulations. The fund requirement and

deployment is based on internal management estimates and has not been appraised by any bank or financial institution. Accordingly, the management

will have significant flexibility in applying the proceeds received by the Issuer from the Debentures. Further, as per the provisions of the SEBI Debt

Listing Regulations, the Issuer is not required to appoint a monitoring agency and therefore no monitoring agency will be appointed for the

Debentures.

8. The Debentures may not be a suitable investment for all purchasers.

Potential investors should ensure that they understand the nature of the Debentures and the extent of their exposure to risk, that they have sufficient

knowledge, experience and access to professional advisers to make their own legal, tax, accounting and financial evaluation of the merits and risks of

investment in the Debentures and that they consider the suitability of the Debentures as an investment in the light of their own circumstances and

financial condition.

9. Modification, waivers and substitution

The conditions of the Debentures shall contain provisions for calling meetings of Debenture holders to consider matters affecting their interests

generally. These provisions permit defined majorities to bind all Debenture holders including Debenture holders who did not attend and vote at the

relevant meeting and Debenture holders who voted in a manner contrary to the majority.

10. Rights of holders of Debentures right to receive payments is junior to certain tax and other liabilities preferred by law.

The secured Debentures will be secured obligations of the Issuer and will rank subordinated to certain liabilities preferred by law such as to claims of

the Government on account of taxes and certain liabilities incurred in the ordinary course of the Issuer‟s business. In particular, in the event of




46

bankruptcy, liquidation or winding-up, the Issuer‟s assets will be available to pay obligations on the secured Debentures only after all of the above

liabilities that rank senior to the secured Debentures have been paid. In the event of bankruptcy, liquidation or winding-up, there may not be sufficient

assets remaining, after paying amounts relating to these proceedings, to pay amounts due on the secured Debentures.

11. Changes in interest rates may affect the price of the Issuer’s Debentures.

All securities where a fixed rate of interest is offered, such as the Debentures, are subject to price risk. Interest rates are highly sensitive and

fluctuations thereof are dependent upon many factors which are beyond the Issuer‟s control, including the monetary policies of the RBI, de-regulation

of the financial services sector in India, domestic and international economic and political conditions, inflation and other factors. The price of such

securities will vary inversely with changes in prevailing interest rates, i.e. when interest rates rise, prices of fixed income securities fall and when

interest rates drop, the prices increase. The extent of fall or rise in the prices is a function of the existing coupon, days to maturity and the increase or

decrease in the level of prevailing interest rates. Increased rates of interest, which frequently accompany inflation and/or a growing economy, are

likely to have a negative effect on the price of the Debentures.

12. Fixed rate securities have a market risk.

The Debentures will bear interest at a fixed rate. A holder of a security with a fixed interest rate is exposed to the risk that the price of such security

falls as a result of changes in the current interest rate on the capital market (the “Market Interest Rate”). While the nominal interest rate of a security

with a fixed interest rate is fixed during the life of such security or during a certain period of time, the Market Interest Rate typically changes on a

daily basis. A change of the Market Interest Rate causes the price of such security to change. If the Market Interest Rate increases, the price of such

security typically falls. If the Market Interest Rate falls, the price of a security with a fixed interest rate typically increases. Investors should be aware

that movements of the Market Interest Rate can adversely affect the price of the Debentures and can lead to losses for the Debentureholders if they

sell the Debentures.

13. The Issuer may raise further borrowings and charge its assets.

The Issuer is not barred from raising future borrowings and may charge its assets from time to time for any of such future borrowings. In the event of

a default in repayment of the borrowings of the Issuer which will also trigger cross default of the Debentures, the borrowings of the Issuer which are

secured with the assets of the Issuer will have a higher probability of being redeemed than the Debentures.




47

14. Uncertain trading market

The Issuer intends to list the Debentures on the WDM segment of the BSE and such other recognized stock exchanges that the Issuer may deem fit

after giving prior intimation to the Debenture Trustee. The Issuer cannot provide any guarantee that the Debentures will be frequently traded on the

BSE or such other stock exchanges on which the Debentures are listed and that there would be any market for the Debentures.

15. The Issuer may not be able to maintain adequate DRR for the Debentures

Section 71 of the Companies Act, 2013, stipulates that where a company issues bonds, it must create a DRR for the redemption of such bonds, to

which adequate amounts shall be credited, from out of its profits every year until such bonds are redeemed. Further, in accordance with Rule

18(7)(b)(iii) of the Companies (Share Capital and Debentures) Rules, 2014, as amended on July 19, 2016, the adequacy of DRR is defined at 25 % of

the value of debentures issued through private placement route.

In case the Issuer is unable to generate any profit, it may not be able to provide for the DRR even to the extent of the stipulated 25 %.

XVI. TRUSTEES

The Debenture Trustee for the Issue of Debentures proposed to be issued under this Information Memorandum shall be Axis Trustee Services

Limited.

The Debenture Trustee has given its written consent for its appointment and inclusion of its name in the form and context in which it appears in this

Information Memorandum for the Issue of Debentures. The Debenture Trustee has given their consent to the Issuer to act as trustee for the

Debentureholders under Regulation 4(4) of the SEBI Debt Regulations.

The consent letter from the Debenture Trustee is attached as Annexure II.




48

XVII. RATING RATIONALE ADOPTED BY THE CREDIT RATING AGENCIES

The Company proposes to raise an amount upto Rs. 150,00,00,000 /- (Rupees One Hundred and Fifty Crore Only) by way of issue of LISTED,

SECURED, REDEEMABLE NON-CONVERTIBLE DEBENTURES OF RS 10,00,000 (RUPEES TEN LAKHS ONLY) EACH in two series.

The Debentures are rated AA- stable by ICRA.

Please note that the rating is not a recommendation to buy, sell or hold securities and investors should take their own decision. The rating may be

subject to revision or withdrawal at any time by the assigning Credit Rating Agency and each rating should be evaluated independently of any other

rating. The rating obtained is subject to revision at any point of time in the future. The rating agencies have a right to suspend, withdraw the rating at

any time on the basis of new information etc.

The rating letter has been provided in Annexure III.

XVIII. SECURITY

The Debentures shall be secured by a:

(i) first ranking pari passu charge by way of hypothecation over the Hypothecated Assets as per the terms of a deed of hypothecation and a first

pari passu mortgage over the Mortgaged Premises.

(ii) The Security Interests over the Secured Assets (excluding the Mortgaged Premises I) shall be created within a period of 60 (Sixty) days from

the Deemed Date of Allotment and perfected by the Company in favour of the Debenture Trustee, for the benefit of the Debenture Holders

within a period of 180 (One Hundred and Eighty) days from the Deemed Date of Allotment.

(iii) The Company shall create a first ranking pari passu mortgage over the Mortgaged Premises. The Security Interest over the Mortgaged

Premises I shall be created by virtue of the Debenture Trust Deed and registered with the Sub Assurances of Registrar prior to the Deemed

Date of Allotment. The particulars of the said charge created by way of Debenture Trust Deed shall be registered with the concerned

Registrar of Companies within 30 (thirty) days from the Deemed Date of Allotment. The Security Interests over the Mortgaged Premises II

shall be created by virtue of equitable mortgage within a period of 60 (Sixty) days from the Deemed Date of Allotment and perfected within




49

180 (One Hundred and Eighty) days from the Deemed Date of Allotment. The mortgage over the Mortgaged Premises II shall be held by the

Trustee on a pari passu basis with the Existing Lenders.

(iv) The first ranking pari passu charge by way of hypothecation over the Hypothecated Assets shall be created by the Company in favour of the

Debenture Trustee for the benefit of the Debenture Holders by executing a deed of hypothecation. The charge over the Hypothecated Assets

shall be held by the Debenture Trustee on a pari passu basis with the Existing Lenders. For sake of abundant caution it is hereby clarified that

the Security Interests over the Mortgaged Premises II and the Hypothecated Assets is not being created in terms of the Debenture Trust Deed

and will not be construed to be created under the Debenture Trust Deed, under any circumstances whatsoever, and will be created separately

by the Company within the period of 60 (Sixty) days from the from the Deemed Date of Allotment and perfected within 180 (One Hundred

and Eighty) days from the Deemed Date of Allotment.

(v) The Company shall not be entitled to create any encumbrance over the Hypothecated Assets and/or the Mortgaged Premises, other than in

favour of the Debenture Trustee for the benefit of the Debenture Holders, without obtaining the prior written approval of the Debenture

Trustee.

(vi) In the event that the Company seeks the consent of the Debenture Trustee for creation of any encumbrances on the Hypothecated Assets

and/or Mortgaged Premises, the Debenture Trustee shall not provide such consent, without having taken the prior approval of all the

Debenture Holders.

The Company shall maintain a minimum Security Cover of 1.10 times over the outstanding principal at all times during the tenure of the

Debentures.

The Company shall provide a certificate from an independent practicing chartered accountant confirming maintenance of Security Cover

within 60 days from the end of each financial year.




50

XIX. LISTING

The Issuer shall list the Debentures at the WDM segment of the BSE within 20 (twenty) calender days from the Deemed Date of Allotment failing

which the Company shall be required to redeem or buy back the Debentures issued alongwith all interest accrued till such redemption or buy back and

The Issuer shall also maintain continuous listing till the term of the Debentures. The Issuer shall comply with all the listing requirements including

payment of listing fee to ensure continued listing of the Debentures during the tenor of the Debentures.

In principle approval from the stock exchange for listing of the Debentures has to be obtained.

XX. DRR

The Company undertakes to create debenture redemption reserve (“DRR”), in terms of the section 71 of the Companies Act, 2013 read with the

Companies (Share Capital and Debentures) Rules, 2014 as amended on July 19, 2016 and other applicable rules and regulations and any guidelines

issued by the Central Government during the currency of these presents, or by any Government agency or corporation having authority under the law

in respect of creation of DRR, the Company shall abide by such guidelines and execute all such supplemental letters, agreements and deeds of

modification as may be required by the Debenture Trustee.

XXI. ISSUE/INSTRUMENT SPECIFIC REGULATIONS – RELEVANT DETAILS

The issue of Debentures is in compliance with/governed by the relevant provisions of applicable law including the following:

(a) Companies Act, 1956;

(b) Companies Act, 2013;

(c) Companies (Share Capital and Debentures) Rules, 2014 as amended from time to time;

(d) Securities and Exchange Board of India (Issue and Listing of Debt Securities) Regulations, 2008, as amended from time to time;

(e) The Securities and Exchange Board of India (Debenture Trustees) Regulations, 1993, as amended from time to time; and.




51

(f) Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended from time to time.

XXII. DETAILS OF THE ISSUE

Security Name Rated, senior, listed, taxable, secured, redeemable, non-convertible debentures of a face value of Rs. 10,00,000 (Rupees Ten Lakhs only).

Issuer/Company Sterlite Technologies Limited.

Debenture

Holder(s)

shall mean a person(s) who shall, from time to time, be holders of the Debentures and whose names shall be entered in the Register of

Debenture Holders and/or whose names shall be recorded as the beneficial owners of the Debenture with the Depository.

Transaction

legal counsel

K Law

Type of

Instrument

Secured, listed, non-convertible, taxable, redeemable bonds in the nature of debentures (“Debentures”/”NCDs”/”Issue”), issued

pursuant to such terms and conditions as specified in this term sheet and the documents executed/issued pursuant to this term sheet (the

„Issue Documents‟).

Series I

Debentures

shall refer to a total of 750 rated, senior, listed, taxable, secured, redeemable, non-convertible debentures of a face value of Rs.

10,00,000 (Rupees Ten Lakhs only) each amounting to a total of Rs. 75,00,00,000 (Rupees Seventy Five Crore Only) issued in

one series as per the provisions of this term sheet.

Series II

Debentures

shall refer to a total of 750 rated, senior, listed, taxable, secured, redeemable, non-convertible debentures of a face value of Rs.

10,00,000 (Rupees Ten Lakhs only) each amounting to a total of Rs. 75,00,00,000 (Rupees Seventy Five Crore Only) issued in

one series as per the provisions of this term sheet.

Seniority The obligations of the Issuer, towards the Debenture Holders, under the Issue Documents shall constitute senior and secured obligations

of the Issuer.

Mode of Issue Private placement.




52

Rating of the

Bonds

Rated AA- Stable by ICRA at the time of issuance/ Deemed Date of Allotment.

Issue Size Rs.150.00 Crores.

Debentures to be issued in two series.

Series I: 75.00 Crores.

Series II: 75.00 Crores.

Objects of the

Issue & Details

of the

Utilization of

the Proceeds

The Issuer shall use the proceeds of the issuance of the NCDs (“Issue Proceeds”) towards capital expenditure, refinancing of existing

loans of the Issuer, brand development expenses and/or augmentation of long term working capital provided however that the Issuer

shall not use the Issue Proceeds in any manner or for any purposes which may be in contravention to the applicable Law including

without limitation, the regulations/ guidelines/ norms issued by the RBI/ SEBI/ RoC/ Stock Exchange or for investment in real estate or

for speculative purposes.

End use of the Issue Proceeds are to be confirmed by the statutory auditor of the Company and the same shall be furnished by way of a

certificate, addressed to the Debenture Trustee, to be issued by the Chartered Accountant within 60 (sixty) days from the Deemed Date

of Allotment.

Eligible

Investors

The following categories of investors, when specifically approached, are eligible to apply for this private placement of debentures

permitted under law.

Commercial Banks;

Financial Institutions;

Primary / State / District / Central Co-operative Banks (subject to permission by RBI)

Insurance companies

Pension Funds and Provident Funds

Companies, bodies corporate authorised to invest in Debentures.




53

Foreign Portfolio Investor/Foreign Institutional Investor

Mutual funds

Any other investor(s) who are authorized/permitted to invest in these Debentures, subject to the compliance with the relevant

regulations/guidelines applicable to them for investing in this Issue.

Issue Opening

Date March 23, 2017

Issue Closing

Date

March 23, 2017

Pay-in Date March 23, 2017

Deemed Date of

Allotment

March 23, 2017

Issue Price At par

Face Value Rs. 10,00,000/-

Coupon Rate Series I: 8.45% per annum

Series II: 8.45% per annum

Coupon Type Fixed

Coupon

Payment

Frequency

Annual

Coupon

Payment Date

Series I: each of the dates on which Interest shall be payable by the Company in respect of the Series I Debentures, which are scheduled

to be each of the dates falling on the expiry of each year from the Deemed Date of Allotment, being March 22, 2018 , March 22, 2019

and March 20, 2020.

Series II: each of the dates on which Interest shall be payable by the Company in respect of the Series II Debentures, which are

scheduled to be each of the dates falling on the expiry of each year from the Deemed Date of Allotment, being March 22, 2018 , March




54

22, 2019, March 20, 2020 and September 22, 2020.

Total Debt Aggregate of

1) long term debt,

2) short term debt,

3) working capital borrowings

4) Corporate guarantees issued for securing debt obligation availed from Banks/FI.

Tangible Net

Worth

Aggregate of

1) Paid up and issued equity share capital

2) reserves and surplus, other than revaluation reserve minus intangible assets (patents, trademarks, goodwill)

Interest Cover EBIDTA (excluding Other Income) / Interest & Commission on Total Debt.

Redemption

Date

Series I:

3 years from the deemed date of allotment i.e. March 20, 2020.

Series II:

3 years and six months from the deemed date of allotment i.e. September 22, 2020.

Debenture

Trustee


Issuance mode

of the

Instrument

Demat only




55

Trading mode

of the

Instrument

Demat only

Settlement

Mode

RTGS/NEFT

Depository National Securities Depository Limited (“NSDL”)/ Central Depository Services Limited (“CDSL”)

Default Interest

/ Liquidated

Damages

Without prejudice to the other rights of the Debenture Trustee,

1. In case of delay in execution of the other Transaction Documents except the Debenture Trust Deed within 60 days from Deemed

Date of Allotment, Issuer will pay default interest of 2% (two percent) p.a over and above the Coupon rate till these conditions are

complied with.

2. In case of an Event of Default, additional interest of 2% (two percent) p.a over and above the Coupon Rate shall be payable by the

Issuer from the date of occurrence of the such Event of Default till such default is cured.

Listing The Debentures are required to be listed on the Wholesale Debt Market (WDM) segment of the Bombay Stock Exchange (BSE). The Issuer shall ensure that the Debentures are listed with the WDM of BSE within a maximum period of 20 (Twenty) calendar days from the Deemed Date of Allotment. In case of delay by the Issuer in listing the Debentures beyond 20 (Twenty) days from the Deemed Date of Allotment, the Issuer shall be liable to pay an additional penal interest calculated on the face value of the Debentures at the rate of 1% (one percent) p.a. over and above the Coupon Rate from expiry of 30 (Thirty) days from the Deemed Date of Allotment till the listing of the Debentures. Notwithstanding anything mentioned above, failure to list the Debentures with the WDM of BSE by the Issuer within 45 days shall constitute an Event of Default and the Debenture Holders shall be entitled to take any recourse available to them under the Issue Documents and/or applicable law.




56

Tenor Series I:

3 years from the deemed date of allotment.

Series II:

3 years and six months from the deemed date of allotment.

Maturity Date Series I:

3 years from the deemed date of allotment i.e. March 20, 2020.

Series II:

3 years and six months from the deemed date of allotment i.e. September 22, 2020.

Put Option Date Means the date on which the rating of the Debentures is downgraded from the existing to a rating of “A” or below by the Credit Rating

Agency.

Put Option

Price

Means the aggregate amounts outstanding in relation to the Debentures, including the Principal Amount, any accrued but unpaid

interest, penal interest (if applicable) and liquidated damages (if applicable).

Put Option

Event

A downgrade in the credit rating of the Debentures from the existing rating to a rating of “A” or below by the Credit Rating Agency.

Put Notification

Time

Upon occurrence of Put Option Event, the Debenture Holders/Debenture Trustee shall be entitled to (at its sole discretion) either: (i)

require the Company to increase the Coupon rate by 25 basis points from the date of rating downgrade; or (ii) require the Company to

redeem all or part the Debentures held by the said Debenture Holder by providing a written notice in this regard to the Company (“Put

Option Notice”), with a copy marked to the Trustee. Further, for each further notch of downgrade in the credit rating, the Debenture

Holders/Debenture Trustee shall be entitled to (at its sole discretion) to (i) require the Company to increase the Coupon rate by 25 basis

points from the date of rating downgrade or (ii) require the Company to redeem all or part the Debentures held by the said Debenture

Holder by providing a written notice in this regard to the Company.

Upon receipt of the Put Option Notice, the Company shall redeem all the Debentures held by the said Debenture Holders by making




57

payment of the Put Option Price to the said Debenture Holders upon the expiry of 30 (thirty) days from the date of issuance of such Put

Option Notice.

Security First Pari passu Charge over movable assets & specified immovable assets of the Issuer.

The Company shall maintain a minimum security cover of 1.10 times over the outstanding principal at all times till the Maturity Date of

the NCDs or till the secured obligations of the Issuer are fulfilled to the satisfaction of the Debenture Holders, whichever is earlier.

The charge over immoveable asset situated at Pune shall be created by way of the Debenture Trust Deed and registered with the Sub

Assurances of Registrar prior to the Deemed Date of Allotment. The particulars of the said charge created by way of Debenture Trust

Deed shall be registered with the concerned Registrar of Companies within 30 (thirty) days from the Deemed Date of Allotment.

The Charge over the moveable assets shall be created by way of Deed of Hypothecation and the charge over the immoveable asset

situate at Dadra and Nagar Haveli shall be created by way of an equitable mortgage within 60 days from the Deemed Date of Allotment

and perfected in favour of the Debenture Trustee (“the Trustee”) within 180 days from the Deemed Date of Allotment of the NCDs.

The Company shall provide a certificate from an independent practicing Chartered Accountant‟s confirming maintenance of Security

Cover within 60 days from the end of each financial year.

Rating Agency ICRA, a company incorporated under the Companies Act and having its registered office at 1105, Kailash Building, 11th Floor, 26,

Kasturba Gandhi Marg, New Delhi-110 001 or any other rating agencies as may be appointed by the Issuer from time to time for the

purpose of rating the NCD‟s.

Rating Action 1. Coupon Rate to be increased by 25 basis points from the date of downgrade, in-case the rating of the NCDs are downgraded by one

notch during the Tenor of the NCDs and further increase of 25 basis points for each subsequent downgrade in rating notch

thereafter from ICRA or any other rating agency;

2. The Debenture Holders shall have an option to either ask for mandatory prepayment in full / part of the outstanding NCDs together

with accrued interest if the rating of the NCDs is downgraded to “A” or below as rated by ICRA or any other rating agency as




58

acceptable to the Debenture Holder/Debenture Trustee.

Covenants The Company shall not without the prior written approval of the Debenture Holders:

1. Change the general nature and conduct of its business ;

2. Make any amendments to the constitutional documents. in a manner which would prejudicially affect the interests of the

Debenture Holder(s);

3. Declare or pay any dividend to its shareholders during any financial year unless it has paid to the Debenture Holders the

installment of principal and interest then due and payable on the NCDs;

4. Undertake or permit any merger, scheme of arrangement or compromise with any of its creditors or shareholder(s)/owner(s) or

effect any scheme of amalgamation or reconstruction;

5. Total Debt to Tangible Net-Worth of the Issuer shall not exceed 3.00x on a standalone basis during the Tenor of the NCDs to be

tested on semi- annual basis;

6. Interest Cover of the Issuer shall not fall below 1.60x on a standalone basis to be tested on semi- annual basis based on preceding

12 months financials;

7. Issuer shall not incur PAT losses, to be tested on an annual basis based on trailing 12 months financials;

8. “Sterlite” to be the part of the name of the Issuer at all times during the Tenor of the Issue;

9. Twin Star Overseas holding to not fall below 51% in the Issuer company during the Tenor of NCD but the same may reduce/get

diluted upto 45% only in case of fund raising by the Issuer via equity issuance;

10. Total Debt to EBITDA of the Issuer shall not exceed 4.00 x_on a consolidated basis during the Tenor of the NCDs to be tested




59

on a semi annual basis based on the preceding 12 months financials.

Transaction

Documents

Including but not limited to the following documents:

1. Debenture Trust Deed;

2. Information Memorandum or Shelf Disclosure Document as applicable;

3. Deed of Hypothecation/ Indenture of Mortgage, as may be applicable;

4. Debenture Trustee Appointment Agreement;

5. Any other agreement/deed/undertaking/letters as may be designated by the Debenture Trustee as the Transaction Documents.

Conditions

Precedent to

Issue

The Issuer is required to fulfill the conditions precedent to the Issue which will include, amongst others, the following, in form and

substance satisfactory to the Debenture Trustee/Debenture Holder:

certified copies of the memorandum and articles of association (or equivalent constitutive documents) to be furnished by the Issuer; The Company shall have signed and delivered the Information Memorandum;

The Issuer shall have furnished specimen signatures of person(s) authorised by it in the board resolutions; Shall have furnished the in principal listing approvals from the NSE or BSE;

Shall have furnished KYC of the Issuer and its authorized signatories;

Debenture Trustee consent letter;

Rating letter issued not more than 30 days from the Deemed Date of Allotment and rating rationale not more than 180 days older




60

from the Deemed Date of Allotment from the aforementioned Rating Agency;

The Issuer shall have obtained all necessary board / shareholder resolutions under the provisions of the Companies Act, 2013 as are applicable in relation to the issue of the Debentures, the appointment of the Debenture Trustee and the execution of necessary documents in connection therewith;

Certification of no event of default subsisting as on the Deemed Date of Allotment by Issuer;

Confirmation that there is no Material Adverse Effect and there are no circumstances existing which could give rise to a Material Adverse Effect.

Execution of Debenture Trust Deed and registration of the same with the Sub Assurances of Registrar prior to the Deemed Date of Allotment.

Condition

Subsequent to

Issue

The Issuer shall ensure that the following conditions are fulfilled immediately after the Deemed Date of Allotment:

Issue of Letter of Allotment & Demat Credit to the Debenture Holders account within 2 days from the Deemed Date of Allotment;

Listing of the NCD‟s in accordance with the Transaction Documents within 20 days from the Deemed Date of Allotment;

Security creation and perfection, including procuring of NOC from existing lenders (if applicable) within the stipulated timeline as

mentioned in the security clause;

legal opinions (including opinion confirming enforceability of the Issue Document/documents related to the Security);

Procure No Objection under section 281(i)(ii) of Income Tax Act, 1961 in respect of creation of the security interest in favour of

the Debenture Trustee.

Events of Customary to financing of such nature to be provided including but not limited to the following:




61

Default

(EOD)

1. Non-payment of Coupon and Redemption Amount due and payable to the Debenture Trustee under the Transaction Documents;

2. Failure to maintain security cover of1.10x on the outstanding NCDs. Cure Period of 30 days to be provided to the Issuer for providing

additional security to restore the security cover to 1.10x;

3. Failure to maintain adequate insurance for the assets provided as security (cure period of 15 days to be provided);

4. Breach of Covenants, including breach of covenant under Rating Action;

5. Cross default above INR 25.00 Crores including subsidiaries;

6. Insolvency of the Issuer or winding-up (whether voluntarily or compulsorily) or submission of any application by any party under the

Insolvency and Bankruptcy Code, 2016 or under other applicable laws;

7. If the Issuer is nationalized or is brought under the management of the Central Government;

8. Breach of any Representations and Warranties as mentioned in the Transaction Documents;

9. The authority or permission to carry on the material business of the Company has been revoked by the competent authority and such

revocation has not been quashed/ withdrawn within 30 (thirty) calendar days from the date of such revocation and any other event which

may have a Material Adverse Effect on the Company as a whole The Transaction Documents in whole or in part, becomes invalid or

ceases to be a legally valid, binding and enforceable obligation of the Company;

10. It is or becomes unlawful for the Company to perform any of its obligations under the Transaction Documents and/or any obligation or

obligations of the Company under any Transaction Document are not or cease to be valid, binding or enforceable;




62

11. The Company repudiates any of the Transaction Documents, or evidences an intention to repudiate any of the Transaction Documents

and the same has not been remedied or rectified within a period of 30 (Thirty) calendar days of such repudiation;

12. The Company ceases to carry on its business or any substantial part thereof or gives notice of its intention to do so and the said notice

has not been withdrawn or revoked within a period of 30 (Thirty) calendar days from the date of issue of such notice.of such event;

13. An event of total loss or nationalisation or expropriation of all or substantially all of the assets, or a material portion of the assets shall

temporarily be subject to a nationalisation and such temporary nationalisation that could be expected to have a Material Adverse Effect;

14. If an attachment or distraint order has been levied on the assets mortgaged/to be mortgaged or hypothecated or any part thereof or

certificate proceedings or execution proceedings have been taken or commenced for recovery of any dues from the Company and in any

above cases, is not discharged within thirty (30) days;

15. Any Security Document is not (once entered into) in full force and effect or any Security Document does not (once entered into) create

in favour of the Security Trustee the Security which it is expressed to create, fully perfected with the ranking and priority it is expressed

to have, within the timelines for creating that Security as stipulated in the Transaction Documents;

16. Any event has occurred which, in the sole discretion of the Debenture Trustee/Debenture Holder, is likely to have a Material Adverse

Effect;

17. If in the opinion of the Debenture Trustee, the Security created over the secured assets or any part thereof, is in jeopardy.

The above is indicative and an exhaustive list shall be incorporated in the Debenture Trust Deed.

Consequence of

Event of Default

(EOD)/ breach

of any covenants

In case of EOD & breach of any covenants including any Financial Covenants leading to an EOD, the the Debentures shall become

forthwith payable.




63

including any

financial

covenants :

In addition to the above, upon occurrence of an Event of Default, the Debenture Trustee shall have the right, to:

a) enforce any Security created pursuant to the Transaction Documents in accordance with the terms thereof; and/or

b) appoint a nominee director for the Debenture Holders in accordance with the SEBI guidelines; and/or

c) exercise such other rights and remedies as may be available to the Debenture Trustee under the Transaction Documents and/or

under Applicable Law.

The above is indicative and shall be incorporated in details in the Debenture Trust Deed

Other Terms

and Conditions

Customary to financing of such nature to be provided including but not limited to the following:

1) Information, Affirmative and Negative covenants;

2) Conditions precedent and conditions subsequent;

3) Representations and Warranties customary to transactions of such nature

4) Transferability;

5) Taxes and Expenses;

6) Roles and responsibilities of Trustee; and

7) Governing Law and jurisdiction.

Material

Adverse Effect

means an event, circumstance, occurrence or condition which has caused, as of any date of determination, a material adverse effect on

or a material adverse change on:

(a) the business, operations, assets or condition (financial or otherwise) of the Company; or

(b) the ability of the Company to enter into and to perform its obligations under Transaction Documents or any other related

document to which Company is or will be a party; or

(c) the legality or validity or enforceability of the Transaction Documents or any other related document or the rights or remedies of

Debenture Holder(s) thereunder.




64

Record Date The record date shall be 15 days prior to the Coupon Payment Date or the Redemption Date.

Day Count Basis Interest payable on Debentures will be calculated on the basis of actual number of days elapsed in a year of 365 or 366 days as the case

may be i.e. Actual/ Actual.

Business Day means any day other than a public holiday under Section 25 of the Negotiable Instruments Act, 1881 at Mumbai, India and/or on which

the money market is functioning in Mumbai, India

In the event that the Coupon Payment Date falls on a day which is not a Business Day or any day on which Real Time Gross Settlement

(RTGS) does not take place or the money market is not functioning in the citiy of Mumbai in India, for any reason whatsoever, the

immediately succeeding Business Day shall be considered as the effective date(s) for that payment.

In the event the Redemption Date falls on a day which is not a Business Day or any day on which Real Time Gross Settlement (RTGS)

or the money market is not functioning in Mumbai in India, for any reason whatsoever, the immediately preceding Business Day shall

be considered as the effective date for that payment.

Approvals The Issuer will ensure that all authorisations/regulatory approvals and statutory approvals that pertain to this transaction will be in place

prior to the issue of the NCDs, including, without limitation, Trustee consent, and any authorizations or approvals under the Companies

Act, 1956/2013, and the SEBI Regulations each as amended from time to time, or any other relevant regulation.

The Issuer shall create a Debenture Redemption Reserve in accordance with regulations issued by SEBI in connection thereof.

Additional

Amounts /

Taxation:

All payments shall be subject to tax deduction at source as applicable under the Income Tax Act, 1961, and such tax deduction shall be

made by the Issuer unless a tax exemption certificate/document is lodged at the registered office of the Issuer before relevant record

date in respect of a Coupon Payment Date, or any other relevant date.

Issue Documentation shall be in form and substance customary for transactions of this nature and satisfactory to all parties and shall include




65

Documentation:

without limitation a Debenture Trust Deed and Placement/Information Memorandum containing conditions precedent, representations

and warranties, covenants, events of default, material adverse change, cross default, provision of information on request of any of the

Debenture Holders and default interest and any other terms and conditions that may be provided for in the above documentation or any

other documentation as may be required by the Debenture Trustee.

Role and

Responsibilities

of Debenture

Trustee

As per Debenture Trust Deed / Debenture Trustee Agreement

Other Expenses All other expenses viz. Stamp Duty of issuance, Legal counsel fees, Trustee fee, Registrar fee etc. will be borne by the Issuer.

Governing Law The Transaction Documents shall be governed by laws of India and shall remain subject to the non-exclusive jurisdiction of Courts of

Maharashtra and Dadra and Nagar Haveli.

Force Majeure

The Issuer understands that this mandate is contingent on the assumption that from the date of the provision of final mandate to Deemed

Date of Allotment, there is no material adverse change in the financial conditions of the Issuer which in the reasonable opinion of the

Debenture Trustee, would make it inadvisable to proceed with the Issue. In the case of such material adverse change, terms of the Issue

may be renegotiated to mutual satisfaction of the Debenture Holders and the Issuer.

Notes:

1. If there is any change in Coupon Rate pursuant to any event including elapse of certain time period or downgrade in rating, then such new Coupon

Rate and events which lead to such change should be disclosed.

2. The procedure used to decide the dates on which the payment can be made and adjusting payment dates in response to days when payment can't be

made due to any reason like sudden bank holiday etc., should be laid down.

3. The list of documents which has been executed or will be executed in connection with the issue and subscription of debt securities are annexed as

Annexure X.




66

XXIII. MATERIAL CONTRACTS AND AGREEMENTS

Set out below is the statement containing particulars of, dates of, and parties to all

material contracts and agreements of the Company

Memorandum & Articles of Association

Credit Rating Letter dated March 20, 2017 from ICRA.

Consent from Axis Trusee Services Limited to act as trustee vide their Letter

dated November 07, 2016.

Consent of Karvy Computershare Private Limited to act as Registrar and

Transfer Agent vide their Letter dated March 20, 2017

Audited Annual reports for the last 3 years starting from the Financial Year

ending March 31, 2014.

Certified true copy of the resolution dated August 19, 2014 of the shareholders of

the company u/s 180(1)(c) of the Companies Act, 2013.

Certified true copy of the resolution dated August 19, 2014, of the shareholders

of the company u/s 180(1)(a) of the Companies Act, 2013.

Certified true copy of the resolution dated August 30, 2016, of the shareholders

of the company u/s 42 of the Companies Act, 2013 as annexed as Annexure VIII.

Certificate in pursuance of Section 281 of the Income Tax Act.

Certified true copy of resolution dated October 27, 2016 of the Board of Directors

u/s 179 of the Companies Act, 2013 as annexed as Annexure IX.

List of authorized signatories under the resolutions

Transaction Documents

The above material documents and contracts are available for inspection between 10:00

a.m. to 01:00 p.m. on all working days at the registered office of the Company as

mentioned below:

Registered Office: E1, MIDC, Waluj Aurangabad-431136, Maharashtra, India

XXIV. UNDERTAKING TO USE A COMMON TRANSFER FORM

The Debentures will be issued in dematerialized form only. However, in case of

rematerialization of Debentures and transfer thereof, the Company would use a common

transfer form.

XXV. TERMS OF OFFER OR PURCHASE/ APPLICATION PROCESS




67

Terms of offer are set out in Paragraph XXIII above. Below are the general terms and

conditions.

Issue:

Issue of the Debentures of the face value Rs. 10,00,000 (Rupees Ten Lakh Only) each,

aggregating to Rs. 150,00,00,000/- (Rupees One Hundred and Fifty Crore Only ) on a

private placement basis not open for public subscription.

Who Can Apply

Only the persons who are specifically addressed through a communication by or on

behalf of the Company directly are eligible to apply for the Debentures. An application

made by any other person will be deemed as an invalid application and rejected. In order

to subscribe to the Debentures a person must be either

(a) Commercial Banks, Eligible Financial Institutions and Insurance Companies;

(b) Companies;

(c) Non Banking Finance Companies (NBFCs) and Residuary NBFCs and

(d) Mutual Funds

(e) Foreign Institutional Investors

(f) Provident Funds, Gratuity, Superannuation & Pension Funds, subject to their

Investment guidelines.

(a) Application by Scheduled Commercial Banks/ Eligible Financial Institutions

The application must be accompanied by certified true copies of (i) Board

Resolution authorising investments or letter of authorization or Power of

Attorney and (ii) specimen signatures of authorized signatories.

(b) Application by Insurance Companies

The applications must be accompanied by certified true copies of (i)

Memorandum and Articles of Association/Constitution/Bye-laws, (ii) Resolution

authorising investment and containing operating instructions, (iii) Specimen

signatures of authorised signatories and (iv) Form 15 AA for claiming exemption

from deduction of Tax on the interest income (including interest on application

money), if applicable.

(c) Applications by Corporate Bodies/ Companies/ Statutory Corporations/ NBFCs

and RNBCs

The applications must be accompanied by certified true copies of (i)

Memorandum and Articles of Association (ii) resolution authorizing investment




68

and containing operating instructions, and (iii) specimen signatures of authorized

signatories.

(d) Application by Mutual Funds

(i) a separate application can be made in respect of each scheme of an Indian

mutual fund registered with SEBI and that such applications shall not be

treated as multiple applications.

(ii) the applications made by the asset management companies or custodians

of a Mutual Fund shall clearly indicate the name of the concerned scheme

for which application is being made.

(iii) The applications must be accompanied by certified true copies of (i)

SEBI registration certificate and Debenture Trust Deed (ii) resolution

authorizing investment and containing operating instructions and (iii)

specimen signatures of authorized signatories.

Disclaimer: Please note that only those persons to whom this Information Memorandum

has been specifically addressed are eligible to apply. However, an application, even if

complete in all respects, is liable to be rejected without assigning any reason for the same.

The list of documents provided above is only indicative, and an investor is required to

provide all those documents / authorizations / information, which are likely to be required

by the company. The company may, but is not bound to revert to any investor for any

additional documents / information, and can accept or reject an application as it deems fit.

Investment by investors falling in the categories mentioned above are merely indicative

and the company does not warrant that they are permitted to invest as per extant laws,

regulations, etc. Each of the above categories of investors is required to check and comply

with extant rules/regulations/ guidelines, etc. Governing or regulating their investments as

applicable to them and the company is not, in any way, directly or indirectly, responsible

for any statutory or regulatory breaches by any investor, neither is the company required

to check or confirm the same.

How to Apply

Application(s) for the Debentures must be made submitting the applications forms in the

form and manner set out in Annexure V (the “Application Form”) which must be

completed in block letters in English.

Application Form(s) to followed by a payment by Real Time Gross Settlement (RTGS)

by crediting the funds to the account given below:

Beneficiary Name Sterlite Technologies Limited

Bank Name IDBI Bank Limited

C/a No 0390655100000347

Branch Address IDBI Bank Limited, Pune

IFSC Code IBKL0000390




69

The applications must be accompanied by certified true copies of (i) a letter of

authorization, and (ii) specimen signatures of authorised signatories.

Instructions For Application

(1) Application must be completed in BLOCK LETTERS IN ENGLISH. A blank

must be left between two or more parts of the name.

(2) Signatures should be made in English.

(3) Minimum application shall be for 1 (one) Debenture(s) and in multiples of 1

(one) Debenture(s) thereafter.

(4) The Debentures are being issued at par to the face value. Full amount has to be

paid on application per Debenture applied for. Applications for incorrect amounts

are liable to be rejected. Face Value: Rs. 10,00,000 (Rupees Ten Lakhs only)

each.

(5) The payments can be made by RTGS, the details of which are given above.

(6) No cash will be accepted.

(7) The Applicant should mention its permanent account number or the GIR number

allotted to it under the Income Tax Act, 1961 and also the relevant Income-tax

circle/ward/District.

(8) Applications under Power of Attorney/Relevant Authority

In case of an application made under a power of attorney or resolution or

authority to make the application a certified true copy of such power of attorney

or resolution or authority to make the application and the Memorandum and

Articles of Association and/or bye-laws of the Investor must be attached to the

Application Form at the time of making the application, failing which, the

Company reserves the full, unqualified and absolute right to accept or reject any

application in whole or in part and in either case without assigning any reason

therefore. Further any modifications / additions in the power of attorney or

authority should be notified to the Company at its registered office. Names and

specimen signatures of all the authorised signatories must also be lodged along

with the submission of the completed application.

(9) An application once submitted cannot be withdrawn. The applications should be

submitted during normal banking hours at the office mentioned below:

4th Floor, Godrej Millennium, 9 Koregaon Road, Pune 411001, India

(10) The applications would be scrutinised and accepted as per the terms and

conditions specified in this Information Memorandum.




70

(11) 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 whatsoever. Any

application, which is not complete in any respect, is liable to be rejected.

(12) The Investor/Applicant shall apply for the Debentures in electronic, i.e.,

dematerialised form only. Applicants should mention their Depository

Participant‟s name, DP-ID and Beneficiary Account Number in the Application

Form. In case of any discrepancy in the information of Depository/Beneficiary

Account, the Company shall be entitled to not credit the beneficiary‟s demat

account pending resolution of the discrepancy.

The Applicant is requested to contact the office of the Company as mentioned above for

any clarifications.

Succession

In case the investor is an individual, in the event of the demise of a registered Debenture

holder or the first holder in the case of joint holders, the Company will recognize the

executor or administrator of the deceased Debenture holder or the holder of succession

certificate or other legal representative of the deceased Debenture holder as having title to

the Debenture. The Company shall not be bound to recognize such executor,

administrator or holder of the succession certificate unless 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 at 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 Debenture standing in the name of the deceased

Debenture holder on production of sufficient documentary proof or indemnity. In case the

Debentures are held by a person other than an individual, the rights in the Debenture shall

vest with the successor acquiring interest therein, including a liquidator or such any

person appointed as per the applicable law.

Over and above the aforesaid terms and conditions, the Debentures, if any issued under

this Information Memorandum, shall be subject to this Information Memorandum, the

relevant debenture trust deed and also be subject to the provisions of the Memorandum

and Articles of Association of the Company.

Option to Subscribe

The Company has made arrangements for issue and holding of the Debentures in

dematerialized form.

Nomination Facility

The Company does not offer any nomination facility to the investors of the Debentures

issued under this Information Memorandum.

Minimum Subscription




71

Rs. 10,00,000 (Rupees Ten Lakh only)

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. Incomplete Application Forms

are liable to be rejected. The full amount of Debenture has to be submitted along with the

Application Form. Also, in case of over subscription, the Company reserves the right to

increase the size of the placement subject to necessary approvals/certifications, and the

basis of allotment shall be decided by the Company.

Interest on Application Money

At the Coupon Rate from the date of receipt of subscription money / application money

(i.e. Pay In Date) till one day prior to the Deemed Date of Allotment which shall be

payable within 7 (seven) days from the Deemed Date of Allotment

Allotment Intimation

The Issuer shall provide intimation of allotment to the Applicant immediately after the

Issue Close-in Date and in any event not later than 7 (seven) days from the Deemed Date

of Allotment.

Register of Debentures holder(s)

A register of all Debenture holder(s) containing necessary particulars will be maintained

by the Company at its Registered Office. A copy of the register of all Debenture holder(s)

will also be maintained by the Company at its Corporate Office.

Transfer / Transmission

The Debentures shall be transferable freely to all classes of Eligible Investors. It is

clarified that the Debentures are not intended to be held by any category of persons who

are not Eligible Investors. Subject to the foregoing, the Debentures may be transferred

and/or transmitted in accordance with the applicable provisions of the Companies Act,

2013. The provisions relating to transfer, transmission and other related matters in respect

of shares of the Company contained in the Articles of Association of the Company and

the Companies Act, 2013 shall apply, mutatis mutandis (to the extent applicable to

debentures), to the Debentures as well. The Debentures held in dematerialised form shall

be transferred subject to and in accordance with the rules/procedures as prescribed by

depositories and the relevant depository participants of the transfer or transferee and any

other applicable laws and rules notified in respect thereof. The transferee(s) should ensure

that the transfer formalities are completed prior to the record date. In the absence of the

same, interest will be paid/redemption will be made to the person, whose name appears in

the register of Debenture Holders maintained by the Depositories. In such cases, claims, if

any, by the transferees would need to be settled with the transferor(s) and not with the

Company.




72

Payment of Interest on allotted Debenture

Authority for the Placement

This private placement of Debentures is being made pursuant to the resolution of the

Board of Directors passed at its meeting held on Octber 27, 2016 which has approved the

placement of Debentures upto Rs. 150 crore (Rupees One Hundred and Fifty Crore Only).

The present issue of Rs. 150 crore (Rupees One Hundred and Fifty Crore Only). is within

the general borrowing limits in terms of the resolution passed under Section 180(1)(c) of

the Companies Act, 2013, at the Annual General Meeting of the shareholders of the

Company held on August 19, 2014 giving their consent to the borrowing by the Directors

of the Company from time to time not exceeding Rs. 3000 crore (Rupees Three Thousand

Crore Only) subject to any restrictions imposed by the terms of the agreement entered

into from time to time for grant of loans to the Company of all monies deemed by them to

be requisite or proper for the purpose of carrying on the business of the Company. The

borrowings under these Debentures will be within the prescribed limits as aforesaid.

The Company can carry on its existing activities and future activities planned by it in

view of the existing Approvals, and no further approvals from any Government authority

are required by the Company to carry on its said activities.

Record Date

This will be 15 days to each Coupon Payment / Redemption Date (“Record Date”). The

list of Beneficial Owner(s) provided by the Depository as at the end of day of Record

Date shall be used to determine the name(s) of person(s) to whom the interest and/or

principal installment is to be paid.

Effect of Holidays

In the event that the Coupon Payment Date falls on a day which is not a Business Day or

any day on which Real Time Gross Settlement (RTGS) does not take place or the money

market is not functioning in the citiy of Mumbai in India, for any reason whatsoever, the

immediately succeeding Business Day shall be considered as the effective date(s) for that

payment.

In the event the Redemption Date falls on a day which is not a Business Day or any day

on which Real Time Gross Settlement (RTGS) or the money market is not functioning in

Mumbai in India, for any reason whatsoever, the immediately preceding Business Day

shall be considered as the effective date for that payment.

Tax Deduction at Source

Tax as applicable under the Income Tax Act, 1961 will be deducted at source. Tax

exemption certificate/document, under Section 195(3) or Section 197(1) of the Income

Tax Act, 1961, if any, must be lodged at the office of the Company before the Record

date. Tax exemption certificate for interest on application money, if any, should be lodged

along with the Application Form.




73

Redemption on Maturity of Debenture

As per Annexure I

Compliance Officer

The Investor may contact the Company in case of any pre -issue / post-issue related

problems such as non-receipt of letters of allotment / Debenture certificates / refund

orders / interest cheques.

Notices

All notices to the Debenture holder(s) required to be given by the Company shall be sent

to the Debenture holder(s) at the address stated in the Application Form, or at the address

as notified by the Debenture holder(s) from time to time. In case of Debentures held in

electronic (dematerialised) form, notices will be sent to those whose names appear on the

last list of Beneficial Owner(s), provided to the Company by Depository (ies)

All notices to the Company by the Debenture holder(s) must be sent by registered post or

by hand delivery to the Company at its Corporate Office or to such person(s) at such

address as may be notified by the Company from time to time.

Debentures to Rank Pari-Passu

The Debentures of this Issue shall rank pari-passu inter-se without preference or priority

of one other or others.

Payments at Par

Payment of the principal, all interest and other monies will be made to the registered

Debenture Holder(s)/ Beneficial Owner(s) and in case of joint holders to the one whose

name stands first in the register of Debenture holder(s) / in the list of Beneficial Owner(s)

provided to the Company by the Depository (NSDL). Such payments shall be made by

cheque or warrant drawn by the Company on its bankers. Interest and the principal

amount shall be paid through instruments payable at par at Ahmadabad, Bangalore,

Calcutta, Chennai, Delhi, Hyderabad, Baroda, Mumbai, and Pune only subject to

applicable RBI regulations. Investors not residing in any of the above locations are

advised to indicate their preference of any one location from the above list to receive the

redemption / interests warrant payable at that location otherwise their application is liable

to be rejected.

The Company upon request from the investor, as stated above, may make the interest and

principal payment through RTGS.

Right to Purchase Debenture(s)

The Company may also, at its discretion and as per the prevailing guidelines/regulations

of Reserve Bank of India and other authorities at any time purchase the Debentures at

discount, at par or at premium in the open market. Such Debenture may, at the option of




74

Company, be cancelled, held or resold at such price and on such terms and conditions as

the Company may deem fit and as permitted by law.

Future Borrowing

The Company shall be entitled to make further issue of secured non convertible

debentures and/or raise term loans or raise further funds, in any manner as deemed fit by

the Company, from time to time from any persons/banks/financial institutions/body

corporate or any other agency as per the prevailing guidelines/regulations of Reserve

Bank of India and other authorities, subject to the term of this Issue.

Tax Benefits

There are no specific tax benefits attached to the Debentures. Investors are advised to

consider the tax implications of their respective investment in the Debentures.

Trustees

Axis Trustee Services Limited has agreed to act as the trustees for and on behalf of the

Debenture Holder(s). All the rights and remedies of the Debenture Holder(s) shall vest in

and shall be exercised by the said trustees without having it referred to the Debentures

Holder(s).

Loss of Letter(s) of Allotment / Principal and Interest Payment Instruments

Loss of Letter(s) of Allotment and/ or principal payment instrument / interest payment

instrument should be intimated to the Company along with the request for issue of a

duplicate Letter(s) of Allotment/ payment instrument(s). If any Letter(s) of Allotment/

payment instrument(s) is lost, stolen, or destroyed, then upon production of proof thereof,

to the satisfaction of the Company and upon furnishing such indemnity, as the Company

may deem adequate and upon payment of any expenses incurred by the Company in

connection thereof, new Letter(s) of Allotment / payment instrument(s) shall be issued. A

fee will be charged by the Company, not exceeding such sum as may be prescribed by

law.

Debentures subject to the Debenture Trust Deed, etc.

Over and above the aforesaid terms and conditions, the Debentures, issued under this

Information Memorandum, shall be subject to prevailing guidelines/regulations of

Reserve Bank of India and other authorities and also be subject to the provisions of the

Memorandum and Articles of Association of the Company and all documents to be

entered into by the Company in relation to the issue of Debentures including this

Information Memorandum and the Debenture Trust Deed, as applicable.

Governing Law

The Debentures are governed by and will be construed in accordance with the Indian Law.

The Company and Company‟s obligations under the Debentures shall, at all times, be

subject to the directions of Department of Company Affairs, RBI, SEBI and Stock

Exchanges and other applicable regulations from time to time. Applicants, by purchasing




75

the Debentures, agree that the High Court of Judicature at Maharashtra and Dadra and

Nagar Haveli shall have exclusive jurisdiction with respect to matters relating to the

Debentures.

XXVI. CONFLICT

In case of any repugnancy, inconsistency or where there is a conflict between the

conditions as are stipulated in this Information Memorandum and any of the

Transaction Documents to be executed by the Company, the provisions as contained in

the Transaction Documents shall prevail and override the provisions of such

Information Memorandum.

XXVII. AN ILLUSTRATION FOR CASH FLOW STATEMENT AS PER SEBI

CIRCULAR CIR/IMD/DF/18/2013 DATED OCTOBER 29, 2013

Illustration of Bond Cash Flows to be shown in the Information Memorandum

Company Sterlite Technologies Limited

Face Value (per Security) Rs. 10,00,000

Issue Date/Deemed Date of Allotment March 23, 2017

Redemption Date As per Annexure I

Coupon Rate As per Annexure I

Frequency of the Interest Payment with

specified dates

As per Annexure I

Day Count Convention Actual/ Actual

Declaration

It is hereby declared that this Information Memorandum contains full disclosures in

accordance with Securities and Exchange Board of India (Issue and Listing of Debt

Securities) Regulations, 2008 issued vide Circular No. LAD-NRO/GN/2008/13/127878

dated June 06, 2008, as amended from time to time.

The Company also confirms that this Information Memorandum does not omit

disclosure of any material fact which may make the statements made therein, in the

light of the circumstances under which they are made, misleading. The Information

memorandum also does not contain any false or misleading statement.

The Company accepts no responsibility for the statements made otherwise than in this

disclosure document or in any other material issued by or at the instance of the

Company and that any one placing reliance on any other source of information would

be doing so at his/her own work.




77

ANNEXURE I

Amount schedule

Se

rie

s

Redempt

ion Date

Amount (Rs. Cr) No. of

Debentu

res

Interest Payment Dates (Annually

and on Maturity)

I March

20, 2020

Rs. 75,00,00,000/- (Rupees

Seventy Five Crores Only)

750 March 22, 2018, March 22, 2019 and

March 20, 2020.

II

Septembe

r 22,

2020

Rs. 75,00,00,000/- (Rupees

Seventy Five Crores Only)

750 March 22, 2018, March 22, 2019,

March 20, 2020 and September 22,

2020.




78

ANNEXURE II

DEBENTURE TRUSTEE CONSENT LETTER




79

ANNEXURE III

Credit Rating Agencies Letter




80

ANNEXURE IV

[Detailed shareholding pattern of the Company as attached herewith]




81

ANNEXURE V

APPLICATION FORM

STERLITE TECHNOLOGIES LIMITED

(A public company under the Companies Act, 1956)

Date of Incorporation: 26-March-2000

Registered Office: E1, MIDC, Waluj Aurangabad-431136, Maharashtra, India

Corporate Office: 4th Floor, Godrej Millennium, 9 Koregaon Road, Pune 411001, India

Website: www.sterlitetech.com ; Contact Person: Amit Deshpande; Email:

[email protected]

APPLICATION FORM SERIAL NO. STL/2016-17/NCD/01

ISSUE OF 1500 (ONE THOUSAND AND FIVE HUNDRED) RATED, LISTED,

SECURED, REDEEMABLE NON-CONVERTIBLE DEBENTURES OF RS 10,00,000

(RUPEES TEN LAKHS ONLY) EACH FOR CASH AT PAR AGGREGATING RS.

1,50,00,00,000 (RUPEES ONE HUNDRED FIFTY CRORE ONLY) (THE “ISSUE”)

Debenture

Series

No. of

Debentures

in the

Series

Final

Redemption

Date

No. of

Debentures

Applied for

No. of

Debentures

Applied for

(in words)

Amount

(Rs.

crore)

Amount

in words

(Rs.

crore)

I 750 March 20,

2020

II 750 September

22, 2020

DETAILS OF PAYMENT:

NEFT / RTGS (To be credited before 3:00 p.m on the Pay- In Date)

No.

Funds transferred to

Dated ____________

Total Amount Transferred

(In Figures) Rs.______/-_ (In words) ________ Only

APPLICANT’S NAME IN FULL (CAPITALS)

SPECIMEN SIGNATURE

http://www.sterlitetech.com/





82

APPLICANT’S ADDRESS

ADDRESS

STREET

CITY

PIN PHONE FAX

APPLICANT‟S PAN/GIR NO. _____________ IT CIRCLE/WARD/DISTRICT ____

WE ARE ( ) COMPANY ( ) OTHERS ( ) SPECIFY __________

We have read and understood the Terms and Conditions of the issue of Debentures including the

Risk Factors described in the Disclosure Document and have considered these in making our

decision to apply. We have read the Disclosure Document in detail and have understood the terms

and conditions of the Debentures. We have also seen the draft of the Financing Documents and

understand that the Financing Documents will be executed with the time periods as set out in the

Disclosure Document. We bind ourselves to these Terms and Conditions and wish to apply for

allotment of these Debentures. We request you to please place our name(s) on the Register of

Debenture Holders.

Name of the Authorised

Signatory(ies)

Designation Signature

Applicant‟s

Signature

We the undersigned are agreeable to holding the Debentures of the Company in dematerialised

form. Details of my/our Beneficial Owner Account are given below:

DEPOSITORY NSDL ( ) CDSL ( )

DEPOSITORY PARTICIPANT NAME

DP-ID

BENEFICIARY ACCOUNT NUMBER

Beneficiary Name

Bank Name

A/C No

Branch Address

IFSC Code

NAME OF THE APPLICANT(S)




83

FOR OFFICE USE ONLY

DATE OF RECEIPT ________________ DATE OF CLEARANCE ________________

(A) We understand and confirm that the information provided in the Disclosure Document is

provided by the Company and the same has not been verified by any legal advisors to the

Company and other intermediaries and their agents and advisors associated with this

Issue. We confirm that we have for the purpose of investing in these Debentures carried

out our own due diligence and made our own decisions with respect to investment in

these Debentures and have not relied on any representations made by anyone other than

the Company, if any.

(B) We understand that: i) in case of allotment of Debentures to us, our Beneficiary Account

as mentioned above would get credited to the extent of allotted Debentures, ii) the

Applicant must ensure that the sequence of names as mentioned in the Application Form

matches the sequence of name held with our Depository Participant, iii) if the names of

the Applicant in this application are not identical and also not in the same order as the

Beneficiary Account details with the above mentioned Depository Participant or if the

Debentures cannot be credited to our Beneficiary Account for any reason whatsoever, the

Company shall be entitled at its sole discretion to reject the application or issue the

Debentures in physical form.

(C) We understand that we are assuming on our own account, all risk of loss that may occur

or be suffered by us including as to the returns on and/or the sale value of the Debentures.

We undertake that upon sale or transfer to subsequent investor or transferee

(“Transferee”), we shall convey all the terms and conditions contained herein and in this

Disclosure Document to such Transferee. In the event of any Transferee (including any

intermediate or final holder of the Debentures) suing the Company (or any person acting

on its or their behalf) we shall indemnify the Company (and all such persons acting on its

behalf) and also hold the Company and each of such person harmless in respect of any

claim by any Transferee.

Applicant‟s

Signature

FOR OFFICE USE ONLY

DATE OF RECEIPT ______________________ DATE OF CLEARANCE _________________

(Note: Cheque and Drafts are subject to realisation)

-------------------------------------------------(TEAR HERE)--------------------------------------------

Applicant Bank Account :

(Settlement by way of Direct

Credit / ECS / NEFT/RTGS)




84

ACKNOWLEDGMENT SLIP

(To be filled in by Applicant) SERIAL NO. STL/2016-17/NCD/01

Received from _______________________________________________

Address________________________________________________________________

______________________________________________________________________

UTR # ______________ for Rs. _____________ on account of application for

_____________________ Debentures




85

ANNEXURE VI

FINANCIAL INFORMATION OF THE ISSUER

A. Abridged version of audited consolidated and standalone financial statements (profit

and loss statement, balance sheet and cash flow statement) of the Issuer for each of

the years ended March 31, 2016, 2015 and 2014 and auditors qualifications, if any.

Copies of the Annual report of the Company for the last 3 years containing audited

Consolidated and Standalone financial Statements alongwith Auditors Report thereon

have been attached herewith.

B. Abridged version of the latest audited/ limited review half yearly consolidated and

standalone financial statements (profit and loss statement, and balance sheet) of the

Issuer for the half year ended September 30, 2016 to be provided and auditors

qualifications, if any.

Copies of the Limited Reviewed Half yearly Standalone results of the Company

alongwith Limited Review Report of the Auditors thereon for the half year ended on 30th

September, 2016 have been attached herewith.

C. Any change in the accounting policies during the last three years and their effect on

the profits and reserves of the Issuer

From April 1, 2016, the Company has changed the accounting policy for revenue

recognition on telecom software solutions (software license sale and related services) to

percentage of completion method from the earlier method of recognizing products sale

based on delivery and sale of services based on milestones achieved as per terms and

conditions of the specific customer contracts. The above change has been applied

retrospectively as required by Ind AS - 8. Revenue and Profit before tax is higher/(lower)

as follows:

D. Summary of reservations or qualifications or adverse remarks of auditors in the last

five Financial Years immediately preceding the year of circulation of offer letter and

of their impact on the financial statements and financial position of the Issuer and

the corrective steps taken and proposed to be taken by the Issuer for each of the said

reservations or qualifications or adverse remark.


Consolidated and Standalone financial Statements alongwith Auditors Report thereon

have been attached herewith. Please refer to independent auditor‟s report.




86

E. Profits of the Issuer, before and after making provision for tax, for the three

Financial Years immediately preceding the date of the Information Memorandum

(Amount in Rupees crore)

Particulars

(Consolidated)

For the year ended

on

For the year ended

on

For the year ended

on

March 31, 2016 March 31, 2015 March 31, 2014

Profit / (loss) before tax 220.79 0.11 -15.21

Less: Current tax -53.29 -27.25 -20.84

Less/(Add): MAT credit

(Entitlement)/ Reversal

(Net)

0 0 0

Less/(Add): Income tax

of earlier years

5.93 -5.45 -2.85

Less: Deferred tax -16.29 29.01 -0.62

Profit / (loss) after tax

Before Share of Profit

of Associates and

Minority Interest

157.14 -3.58 -39.52

Add: Share of Profit of

Associates for the year

0 0 0

Less: Minority Interest -6.08 0.94 4.01

Profit / (loss) after tax 151.06 -2.64 -35.51

F. Dividend

The following table sets forth certain details regarding the dividend paid by the Issuer on

the equity shares for Fiscal Year 2016, 2015 and 2014:

(In Rs. Crores, except per share data)

Particulars Fiscal 2016 Fiscal 2015 Fiscal 2014

Face value of Equity Shares (Rs. per

share)

10 10 10

Interim dividend on Equity Shares (Rs.

per share)

Nil Nil Nil

Final dividend of Equity Shares (Rs.

per share)

1 0.60 0.30

Total dividend on Equity Shares (Rs.

crores)

39.54 23.65 11.82

Dividend tax (gross) (Rs. crores) 8.06 4.81 2.01




87

G. Interest Coverage Ratio

The following table sets forth the interest coverage ratio (calculated as cash profit after

tax plus interest paid/interest paid at Standalone level) for Fiscal Year 2016, 2015 and

2014:

Fiscal 2016 4.12

Fiscal 2015 2.07

Fiscal 2014 2.61




88

ANNEXURE VII

ADDITIONAL DISCLOSURES

PART A: RELATED PARTY TRANSACTIONS

The related party transactions mentioned below form part of the Standalone Financial Statements

of the Issuer, including with regard to loans made or, guarantees made.

Financial Year 2016

Related Party Disclosures:


Consolidated and Standalone financial Statements alongwith Auditors Report thereon have been

attached herewith. Please refer Note 46 regarding related party disclosures of Standalone

Financials on Page 181 of Annual Report for the year 2015-16.

Financial Year 2015






Financial Year 2014






PART B OUTSTANDING LITIGATIONS AND DEFAULTS

1) Details of any litigation or legal action pending or taken by any Ministry or Department

of the Government or a statutory authority against any promoter of the Issuer during the

last three years immediately preceding the year of the circulation of the Information

Memorandum and any direction issued by such Ministry or Department or statutory

authority upon conclusion of such litigation or legal action: Not Applicable

2) Details of any inquiry, inspections or investigations initiated or conducted under the New

Companies Act or any previous company law in the last three years immediately

preceding the year of circulation of Information Memorandum in the case of Issuer and

all of its subsidiaries. Also if there were any prosecutions filed (whether pending or not)

fines imposed, compounding of offences in the last three years immediately preceding the

year of the Information Memorandum and if so, section-wise details thereof for the Issuer




89

and all of its subsidiaries: Not Applicable

3) Details of default, if any, including therein the amount involved, duration of default and

present status, in repayment of:- NIL

(a) statutory dues - NA

(b) debentures and interest thereo - NA

(c) deposits and interest thereon - NA

(d) loan from any bank or financial institution and interest thereo - NA

PART C: MISCELLANEOUS

1. Interest of Promoters, Directors and Key Managerial Personnel

Other than as already disclosed in the Information Memorandum, the Promoters,

Directors and key managerial personnel of the Issuer do not have any financial or other

material interest in the Issue of Debentures proposed to be issued under this Information

Memorandum.

2. Contribution being made by the Promoters or Directors either as part of this Issue or

separately in furtherance of such objects.

NIL

3. Remuneration paid to the Directors

Remuneration Paid to the Directors during the current Financial Year: (Rs in lacs)

Given below is the entitlement of Directors for the current year financial year. The final

remuneration will be available after the close of the financial year

Director Tenure of

appointment

Salary /

Perquisites

Incentive/

Commission

Sitting Fee

Total

Anil Agarwal NA

Pratik Agarwal NA

Entitled to receive a sitting fee of Rs. 50,000/- for

attendance at each meeting of the Board and Rs.

25,000/- for Audit Committee, and Rs. 10,000/- for

meetings of other Committees where the Directors are

members. Entitled to payment of commission as may

be decided by the Board of Directors upto a sum not

exceeding 1% per annum of the net profits of the

Company.

Arun Todarwal

5 years w.e.f. April 1,

2014

A. R.

Narayanaswamy

C V Krishnan

Mrs. Avaantika

Kakkar

5 years w.e.f. Dec 29,

2014

Pravin Agarwal 5 years w.e.f. October

30, 2015

Shareholders have at the AGM held on August 4,

2015, approved the remuneration payable. Key terms

are as follows –

Salary & Allowances not exceeding Rs. 15 cr




90

p.a.

Perquisites not exceeding Rs. 10 cr p.a.

Performance Incentive as recommended by

NRC not exceeding 150% of the Salary &

Allowances.

The total remuneration shall be restricted to the limits

as prescribed in Section 197 read with Schedule V of

the Companies Act, 2013.

Anand Agarwal 5 years w.e.f. July 30,

2015

Shareholders have at the AGM held on August 4,

2015, approved the remuneration payable. Key terms

are as follows –

Salary & Allowances not exceeding Rs. 8 cr p.a.

Perquisites not exceeding Rs. 2 cr p.a.

Performance Incentive as recommended by NRC not

exceeding 150% of the Salary & Allowances.

The total remuneration shall be restricted to the limits

as prescribed in Section 197 read with Schedule V of

the Companies Act, 2013.

Remuneration Paid to the Directors during Financial Year 2015-16: (Rs in lacs)

Director Tenure of

appointment

Salary /

Perquisites

Incentive/

Commission

Sitting Fee

Total

Anil Agarwal NA

Arun Todarwal

5 years w.e.f. April

1, 2014

12.50 5.55 18.05

A. R.

Narayanaswamy

12.50 3.90 16.40

C V Krishnan 2.85 2.85

Pravin Agarwal 5 years w.e.f.

October 30, 2015

880.27 75.00 955.27

Anand Agarwal 5 years w.e.f. July

30, 2015

441.64 85.00 526.64

Pratik Agarwal 12.50 3.00 15.50

Mrs. Avaantika

Kakkar

5 years w.e.f. Dec

29, 2014

12.50 2.80 15.30




91

Remuneration Paid to the Directors during Financial Year 2014-15:

(Rs in lacs)

Director Tenure of

appointment

Salary /

Perquisites

Incentive/

Commission

Sitting Fee

Total

Anil Agarwal NA

Arun Todarwal

5 years w.e.f. April

1, 2014

10.00 4.70 14.70

A. R.

Narayanaswamy

10.00 4.70 14.70


Pravin Agarwal 3 years w.e.f

October 30, 2012

691.00 70.00 761.00


30, 2012

251.00 65.00 316.00

Pratik Agarwal NA 10.00 1.50 11.50

Mrs. Avaantika

Kakkar

5 years w.e.f. Dec

29, 2014

5.00 0.60 5.60

Haigreve Khaitan Resigned w.e.f.

30/09/2014

5.00 5.00

Remuneration Paid to the Directors during Financial Year 2013-14:

(Rs in lacs)

Director Tenure of

appointment

Salary /

Perquisites

Incentive/

Commission

Sitting Fee

Total

Anil Agarwal NA

Arun Todarwal NA 7.50 2.50 10.00

A. R.

Narayanaswamy

7.50 2.30 9.80


Pravin Agarwal 3 years w.e.f

October 30, 2012

339.00 60.00 399.00


30, 2012

229.00 50.00 279.00

Pratik Agarwal NA 7.50 1.40 8.90

Haigreve Khaitan NA 4.50 4.50

3. Name and Address of the Valuer who performed valuation of the security offered

As the Issue of Debentures will be at par value, there will be no valuation for the Issue of

Debentures.




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4. If the security is backed by a guarantee or letter of comfort or any other document /

letter with similar intent, a copy of the same shall be disclosed. In case such

document does not contain detailed payment structure (procedure of invocation of

guarantee and receipt of payment by the investor along with timelines), the same

shall be disclosed in the offer document.

Not applicable.

5. Details of acts of material frauds committed against the Issuer in the last three years,

if any, and if so, the action taken by the Issuer.

Not applicable.

6. Declaration by the Directors

(i) The Issuer has complied with the provisions of the New Companies Act and the

rules made thereunder;

(ii) The compliance with the New Companies Act and the rules made thereunder does

not imply that payment of interest or repayment of any Debentures is guaranteed

by the Central Government; and

(b) the monies received under the offer shall be used only for the purposes and

objects indicated in the Information Memorandum.

7. Terms of raising Debentures:

(a) Duration: Series 1 Debenture- 3 years from the Deemded Date of

Allotment.

Series II Debenture- 3 years and 6 months from the

Deemed Date of Allotment.

(b) Rate of Dividend: NIL

(c) Rate of Interest: Series I Debentures is 8.45% p.a; and

Series II Debentures is 8.45% p.a.

(d) Mode of payment and repayment: RTGS/NEFT

8. Principle terms of assets charged as security, if applicable: As per Security clause of this

Information Memorandum.

9. Disclosures pertaining to wilful default

(a) Name of the bank declaring the entity as a wilful defaulter: N.A.

(b) The year in which the entity is declared as a wilful defaulter: N.A.

(c) Outstanding amount when the entity is declared as a wilful defaulter: N.A.

(d) Name of the entity declared as a wilful defaulter: N.A.




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(e) Steps taken, if any, for the removal from the list of wilful defaulters: N.A.

(f) Other disclosures, as deemed fit by the issuer in order to enable investors to take

informed decisions: N.A.

(g) Any other disclosure as specified by the Board: N.A.

10. Neither the Issuer nor any of its Promoters or Directors is a wilful defaulter.




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ANNEXURE VIII

Certified true copy of the resolution August 30, 2016, of the shareholders of the

company u/s 42 of the Companies Act, 2013

(As attached herewith)




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ANNEXURE IX

Certified true copy of resolution dated October 27, 2016 of the Board of Directors u/s 179 of

the Companies Act, 2013

(As attached herewith)




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ANNEXURE X

The list of documents which has been executed or will be executed in connection with the issue

and subscription of the Debentures:

(i) Debenture Trustee Agreement;

(ii) Debenture Trust Deed;

(iii) Information Memorandum;

(iv) Deed of Hypothecation to be executed in respect of the hypothecation to be created over

the Hypothecated Assets and any mortgage deeds, memorandum of entries and director‟s

declarations to be executed or entered into in relation to the equitable mortgage to be

created on Mortgaged Premises II and all such other documents as may be

required/executed for creating / perfecting the Security Interest over the Secured Assets in

favour of the Debenture Trustee for the benefit of the Debenture Holders (and its

successors and assigns from time to time);

and such other documents/deed/agreement/undertaking/letters as may be specified by the

Debenture Trustee as the Transaction Documents.