Private & Confidential – For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus) Srl. No: Dated: 27th May 2020
SHAPOORJI PALLONJI AND COMPANY PRIVATE LIMITED
Incorporated in Bombay under the Registrar of Companies, Bombay ROC, on 23rd January, 1943 under the Indian Companies Act VII of 1913 as a limited company Date of Incorporation: Incorporated on 23rd January 1943 Registered Office: 70, Nagindas Master Road, Fort, Mumbai – 400023 Correspondence Office: S. P. Centre, 41/44; Minoo Desai Marg, Colaba, Mumbai 400 005 Tel. No.: 022 67490000; Fax: 022 66338176
DISCLOSURE DOCUMENT FOR THE ISSUE AND LISTING OF DEBENTURES ON A PRIVATE PLACEMENT BASIS UNDER SCHEDULE I OF SEBI (ISSUE AND LISTING OF DEBT SECURITIES) REGULATIONS, 2008 AS AMENDED FROM TIME TO TIME
ISSUE OF LISTED, SECURED, RATED, REDEEMABLE, NON-CONVERTIBLE DEBENTURES OF FACE VALUE OF INR 1,000,000/- EACH (THE "DEBENTURES"), AGGREGATING TO INR 2,000,000,000 ON A PRIVATE PLACEMENT BASIS (THE "ISSUE"), BY SHAPOORJI PALLONJI AND COMPANY PRIVATE LIMITED (THE "ISSUER/ SPCPL/ COMPANY")
GENERAL RISK Investment in debt and debt related securities involve a degree of risk and Eligible Investors should not invest any funds in the debt instruments, unless they can afford to take the risks attached to such investments. Eligible Investors are advised to read the risk factors carefully before taking an investment decision in this Issue. For taking an investment decision, Eligible Investors must rely on their own examination of the Issuer and this Information Memorandum including the risks involved. The Issue has not been recommended or approved by Securities and Exchange Board of India (SEBI) nor does SEBI guarantee the accuracy or adequacy of this Information Memorandum. ISSUER’S ABSOLUTE RESPONSIBILITY The Issuer, having made all reasonable inquiries, accepts responsibility for, and confirms that this Information Memorandum contains all information with regard to the Issuer and the Issue, which is material in the context of the Issue, that the information contained in this Information Memorandum is true and correct in all material aspects and is not misleading in any material respect, that the opinions and intentions expressed herein are honestly held and that there are no other facts, the omission of which makes this Information Memorandum as a whole or any of such information or the expression of any such opinions or intentions misleading in any material respect. CREDIT RATING The Debentures offered through this Information Memorandum shall be rated by CARE Ratings Limited (CARE). The rating is not a recommendation to buy, sell or hold securities and Eligible Investors should take their own decision. The rating may be subject to revision or withdrawal at any time by the assigning rating agency and each rating should be evaluated independently of any other rating. The ratings obtained are subject to revision at any point of time in the future. The rating agency has the right to suspend, withdraw the rating at any time on the basis of new information etc. LISTING The Debentures offered through this Information Memorandum shall be listed on the Whole Sale Debt Market Segment of the BSE. The Issuer intends to use BSE-EBP for this Issue. ISSUE PROGRAM Issue Opens on: 29 May 2020 Issue Closes on: 29 May 2020 DEBENTURE TRUSTEE REGISTRAR TO ISSUE
Axis Trustee Services limited Universal Capital Securities Pvt. Ltd. The Ruby, 2nd Floor, SW, 29 Senapati Bapat Marg, 21 Shakilniwas, Opp Sai Baba Temple, Mahakali Caves Road, Dadar (West), Mumbai 400 028 Andheri (East), Mumbai -400093
Private & Confidential – For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus) TABLE OF CONTENTS
1. DEFINITIONS AND ABBREVIATIONS...... 3 2. DISCLAIMERS ...... 6 3. BRIEF DETAILS ABOUT THE TRANSACTION ...... 10 4. RISK FACTORS ...... 11 5. ISSUER INFORMATION ...... 15
Private & Confidential – For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
1. DEFINITIONS AND ABBREVIATIONS
Term Description Act the Companies Act, 2013 which are in force, and shall include the rules and the regulations framed thereunder and any other statutory amendment or re- enactment thereof Allot/ Allotment/ Allotted Unless the context otherwise requires or implies, the allotment of the Debentures pursuant to the Issue. Applicable Law(s) Any statute, law, regulation, ordinance, rule, judgment, rule of law, order, decree, clearance, approval, directive, guideline, policy, requirement, or other governmental restriction or any similar form of decision, or determination by, or any interpretation or administration of any of the foregoing by, any Governmental Authority whether in effect as of the date of the Debenture Trust Deed or thereafter and in each case as amended. Application Form The form used by an Invited Eligible Investor to apply for subscription to the Debentures offered through this Issue and set out in Annexure 4 hereto. Arranger A SEBI registered merchant banker, broker or a RBI registered primary dealer, who on behalf of an Eligible Investor bids on the BSE-EBP and is authorized by the Issuer to act as an arranger for the Issue. Articles of Association/The articles of association of the Issuer AOA Board Board of directors of the Issuer BSE BSE Limited BSE-EBP The electronic book building platform of the BSE for issuance of debt securities on private placement basis Business Day Any day (other than a Saturday or Sunday or public holiday) on which banks are open for general business in Mumbai. Current Assets means all rights, title, interest, benefits, claims and demands whatsoever (both present and future) of the Company in, to, under and in respect of all assets being in the nature of current assets, including without limitation the cash in hand, investments classified as ‘held for trading’, raw materials, semi-finished and finished goods, consumable stores and spares and other current assets including book-debts, bills whether documentary or clean, both present and future, trade and other outstanding receivables and receivables by way of cash assistance and/ or cash incentives or any claims by way of refund of customs/ excise duties, book debts and stock in trade, whether installed or not and whether lying loose or in cases or which are lying or are stored in or to be stored in or to be brought into or upon the Company’s premises, warehouses, stockyards and godowns or the premises, warehouses, stockyards and godowns of the Company’s agents, affiliates, associates or representatives or at various work sites or at any place or places wherever else situated or wherever else the same may be, which description shall include all properties of the above description whether presently in existence, constructed or acquired hereafter, but shall at all times exclude all the fixed deposits which are as on the date of the Debenture Trust Deed or which shall be on or after the date of the Debenture Trust Deed, lien marked/ charged exclusively in favour of the other lenders of the Company Debentures Up to 2,000 secured, rated, listed, redeemable non-convertible debentures of the nominal value of INR 1,000,000 each, aggregating to not more than INR
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Term Description 2,00,00,00,000 to be issued by the Company in dematerialised form for cash, at par, on a private placement basis and listed on the Wholesale Debt Market Segment of the BSE pursuant to the Debenture Trust Deed and in terms of this Information Memorandum. Debenture Holder(s) Persons who are, for the time being and from time to time, the holders of the Debentures and whose names appear in the Register of Beneficial Owners and “Debenture Holder” means each such person, but shall at all times exclude any Person forming part of the Negative List. Debenture Payments means, at any time, any and/or the aggregate amounts due and payable by the Company in respect of the outstanding Debentures upon the same becoming due and payable as per the terms of the Transaction Documents, whether in respect of the Redemption Amounts thereof, Coupon, Default Interest, remuneration payable to the Debenture Trustee, all the costs, charges, expenses, fees and commission for creation and realization, preservation, protection, enforcement, of the Security, and Transaction Documents, reasonable legal fees payable for the transaction contemplated in this Deed, costs, charges and expenses and all other monies due, owing or incurred from time to time by the Company to any Debenture Holder(s) or the Debenture Trustee under or in connection with and in accordance with the Transaction Documents; Debenture Trust Deed Debenture trust deed dated on or about the date of this Information Memorandum executed or to be executed by and between the Issuer and the Debenture Trustee, as amended from time to time, the terms of which read along with this Information Memorandum shall govern the Issue. Debenture Trustee The debenture trustee agreement dated on or prior to the date of the Debenture Agreement Trust Deed entered into between the Issuer and the Debenture Trustee before the opening of the Issue, as amended from time to time. Debenture Trustee/ TrusteeAxis Trustee Services Limited, a company incorporated under the Companies Act, 1956 with corporate identity number U74999MH2008PLC182264 and having its registered office at Axis House Bombay Dyeing Mills Compound, Pandurang Budhkar Marg, Worli, Mumbai - 400 025 and its corporate office at The Ruby, 2nd Floor, SW, 29 Senapati Bapat Marg, Dadar West, Mumbai- 400 028 and a desk office at 2nd Floor, 25 - Pusa Road, Karol Bagh, New Delhi – 110005, Landmark - Near Karol Bagh Metro Station, as debenture trustee for the Debenture Holders. Deed of Hypothecation The deed of hypothecation to be executed between the Issuer and the Debenture Trustee for creation of first pari pasu charge on the Current Assets in favour of the Debenture Trustee for the benefit of the Debenture Holder(s). Deemed Date of Allotment The date of receipt by the Indian Clearing Corporation Limited of the monies in relation to the subscription for the Debentures and the credit by the relevant Depository of the Debentures to the demat account of the relevant investor (on the instruction of the Issuer), which shall be the Pay-In Date. Depository The National Securities Depository Limited and/or the Central Depository Services (India) Limited, as the case may be. DP Depository Participant Eligible Investors The following categories of investors, when specifically approached by the Company, are eligible to apply for this private placement of Debentures Commercial banks incorporated in India; Financial institutions incorporated in India;
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Private & Confidential – For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
Term Description SEBI registered mutual funds Any other investor eligible to invest in these Debentures Face Value/ Principal INR 10,00,000/- each Amount Final Maturity Date The date falling on the expiry of 3 (three) years from the Deemed Date of Allotment. FY Financial Year Governmental Authority Government of India, or the government of any other state of India or any ministry, department, board, authority, instrumentality, or judicial or quasi- judicial entity, under the direct or indirect control of the government of India. Governing Law Laws of India Information This Information Memorandum pursuant to which the Debentures are being Memorandum/ Disclosure offered to the Invited Eligible Investors on private placement basis Document INR or Rs or Rupees Indian Rupees Issue The issue of the Debentures in accordance with the terms of the Debenture Trust Deed and this Information Memorandum Issuer/ Company/ SPCPL Shapoorji Pallonji And Company Private Limited having its registered office at 70, Nagindas Master Road, Fort, Mumbai – 400023. Invited Eligible Investors Refers to the following Eligible Investors: (a) Qualified Institutional Buyers registered/ enrolled with the BSE-EBP; (b) Any non-Qualified Institutional Buyers including arranger(s), who have been authorized /mapped by the Issuer, to participate in the Issue on the BSE-EBP at least 2 working days prior to the bid start time and have registered/ enrolled with the BSE-EBP; and (c) Custodians on behalf of FPIs,
that have been specifically and directly addressed by a communication from the Issuer, inviting them to subscribe to the Debentures/ offering to issue Debentures to them on a private placement basis. Jurisdiction Courts and tribunals in New Delhi Memorandum/ MOA The memorandum of association of the Issuer Negative List shall mean such Persons to who are set out in the Debenture Trust Deed Nominal Value INR 10,00,000/- being the nominal value of each Debenture Pay-In Date The date set out in this Information Memorandum as the pay in date on which each successful bidding applicant for the relevant Debentures makes payment of the relevant nominal value for such Debentures to the bank account of the Indian Clearing Corporation Limited for the relevant number of Debentures to be allotted to it. Qualified Institutional Qualified institutional buyer as defined in the Securities and Exchange Board Buyers of India (Issue of Capital and Disclosure Requirements) Regulations, 2009, as amended from time to time. Rating the credit rating assigned by a Rating Agency as the rating of the Debentures. Rating Agency CARE Ratings Limited RBI Reserve Bank of India Register of Beneficial The register of beneficial owners of the Debentures maintained in the records Owners of the Depository
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Term Description Registrar/ Registrar to the Registrar to the Issue, in this case being Universal Capital Securities Pvt. Ltd. Issue ROC Registrar of Companies RTGS Real time gross settlement SEBI Securities and Exchange Board of India SEBI Regulations The SEBI (Issue and Listing of Debt Securities) Regulations, 2008, as amended from time to time. Security The Debentures shall be secured in favour of the Debenture Trustee for the benefit of the Debenture Holders by way of a first ranking pari passu charge over the Current Assets of the Company by way of the Deed of Hypothecation. Subscription Amount shall mean an aggregate amount of Rs. 200,00,00,000/- (Rupees Two Hundred Crores only), to be remitted to the Issuer by the Successful Invited Eligible Investor(s) for subscription of the Debentures. Tax Act (Indian) Income Tax Act, 1961
2. DISCLAIMERS
2.1 GENERAL DISCLAIMER
This Information Memorandum is strictly for a private placement and is only an information brochure intended for private use. Nothing in this Information Memorandum shall constitute and/or deem to constitute an offer or an invitation to an offer to the Indian public or any section thereof to subscribe for or otherwise acquire the Debentures in general. This Information Memorandum is neither a prospectus nor a statement in lieu of a prospectus under the Act. This Information Memorandum has been prepared in conformity with the SEBI Regulations issued vide Circular No. LAD- NRO/GN/2008/13/127878 dated June 06, 2008 amended from time to time. The issue of Debentures that may be listed on the BSE is being made strictly on a private placement basis. This Information Memorandum is not intended to be circulated to more than 200 Eligible Investors (which limit shall not be considered while circulating this Information Memorandum to Qualified Institutional Buyers, as stipulated in Section 42 of the Act) and hence does not constitute an offer or an invitation to the public as per the Act and the SEBI Regulations and the Act. Multiple copies hereof given to the same entity shall be deemed to be given to the same person and shall be treated as such. It does not constitute and shall not be deemed to constitute an offer or an invitation to subscribe to the Debentures to the public in general.
This Information Memorandum and the contents hereof are intended only for recipient(s) who have been addressed directly and specifically through a communication by the Issuer and only such recipients are eligible to subscribe for the Debentures. All Invited Eligible Investors are required to comply with the relevant regulations/ guidelines applicable to them for subscribing to this Issue. The contents of this Information Memorandum are intended to be used only by the Invited Eligible Investors. It is not intended for distribution to any other person.
No invitation is being made to any persons other than the Invited Eligible Investors. Any application by a person other than an Invited Eligible Investor shall be rejected without assigning any reason. No person who is in receipt of this Information Memorandum shall be entitled to reproduce or distribute in whole or part or make any announcement in public or to a third party regarding the contents of this Information Memorandum without the written consent of the Issuer.
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2.2 DISCLAIMER IN RESPECT OF JURISDICTION
This Issue is made in India to investors as specified under the clause entitled “Eligible Investors” of this Information Memorandum, who shall be specifically approached by the Issuer. This Information Memorandum does not constitute an offer to sell or an invitation to subscribe to Debentures offered hereby to any person to whom it is not specifically addressed. Any disputes arising out of this Issue will be subject to the exclusive jurisdiction of the courts and tribunals of New Delhi. This Information Memorandum does not constitute an offer to sell or an invitation to subscribe to the Debentures herein, in any other jurisdiction and to any person to whom it is unlawful to make an offer or invitation in such jurisdiction.
2.3 DISCLAIMER OF THE ISSUER
The Issuer confirms that, as of the date hereof, this Information Memorandum (including the documents incorporated by reference, if any) contains all information that is material in the context of the Issue and the Debentures, is accurate in all material respects and does not contain any untrue statement of a material fact. No person has been authorized to give any information or to make any representation not contained in or incorporated by reference in this Information Memorandum or in any material made available by the Issuer to any Eligible Investor pursuant hereto and, if given or made, such information or representation must not be relied upon as having been authorized by the Issuer.
The Issuer confirms that all information as required pursuant to the SEBI Regulations issued vide Circular No. LAD-NRO/GN/2008/13/127878 dated June 06, 2008 amended from time to time has been made available in this Information Memorandum for the use and perusal of the Invited Eligible Investors and no selective or additional information would be made available to any section of Invited Eligible Investors in any manner whatsoever. The Issuer accepts no responsibility for statements made otherwise than in this Information Memorandum or any other material issued by or at the instance of the Issuer and anyone placing reliance on any other source of information would be doing so at his/ her/ its own risk.
The Issuer does not undertake to update this Information Memorandum to reflect subsequent events after the date of this Information Memorandum and thus it should not be relied upon with respect to such subsequent events without first confirming its accuracy with the Issuer.
Neither the delivery of this Information Memorandum nor any issue of Debentures made hereunder shall, under any circumstances, constitute a representation or create any implication that there has been no change in the affairs of the Issuer since the date hereof.
2.4 DISCLAIMER OF THE TRUSTEE
The Trustee is not the borrower or principal debtor or guarantor of the monies paid/invested by the Invited Eligible Investors for the Debentures.
2.5 DISCLAIMER OF THE STOCK EXCHANGE
As required, a copy of this Disclosure Document has been submitted to the BSE for hosting the same on its website. It is to be distinctly understood that such submission of the document with BSE or hosting the same on its website should not in any way be deemed or construed that the document has
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been cleared or approved by BSE; nor does it in any manner warrant, certify or endorse the correctness or completeness of any of the contents of this document; nor does it warrant that this Issuer’s securities will be listed or continue to be listed on the BSE; nor does it take responsibility for the financial or other soundness of the Issuer, its promoters, its management or any scheme or project of the Issuer. Every person who desires to apply for or otherwise acquire any securities of this Issuer may do so pursuant to independent inquiry, investigation and analysis and shall not have any claim against the BSE whatsoever by reason of any loss which may be suffered by such person consequent to or in connection with such subscription/ acquisition whether by reason of anything stated or omitted to be stated herein or any other reason whatsoever.
2.6 DISCLAIMER OF CREDIT RATING AGENCY
The Rating Agency has assigned the rating based on the information obtained from the Issuer and other reliable sources, which are deemed to be accurate. The Rating Agency has taken considerable steps to avoid any data distortion; however, it does not examine the precision or completeness of the information obtained and hence, the information in this report is presented "as is" without any express or implied warranty of any kind. The Rating Agency does not make any representation in respect to the truth or accuracy of any such information. The rating assigned by the Rating Agency should be treated as an opinion rather than a recommendation to buy, sell or hold the rated instrument and the Rating Agency shall not be liable for any losses incurred by users from any use of this report or its contents. The Rating Agency has the right to change, suspend or withdraw the ratings at any time for any reasons.
2.7 DISCLAIMER OF RBI
The Debentures have not been recommended or approved by RBI nor does RBI guarantee the accuracy or adequacy of this document. It is to be distinctly understood that this document should not, in any way, be deemed or construed that the securities have been recommended for investment by the RBI. RBI does not take any responsibility either for the financial soundness of the Issuer, or the securities being issued by the Issuer or for the correctness of the statements made or opinions expressed in this document. Invited Eligible Investors may make investment decision in the securities offered in terms of this Information Memorandum solely on the basis of their own analysis and RBI does not accept any responsibility about servicing / repayment of such investment.
2.8 DISCLAIMER OF SEBI
This Information Memorandum has not been filed with or submitted to SEBI. The Debentures have not been recommended or approved by SEBI nor does SEBI guarantee the accuracy or adequacy of this document. It is to be distinctly understood that this Information Memorandum should not in any way be deemed or construed to have been approved or vetted by SEBI. SEBI does not take any responsibility either for the financial soundness of any proposal for which the Debenture Issue is proposed to be made or for the correctness of the statements made or opinions expressed in this Information Memorandum. The issue of Debentures being made on a private placement basis, filing of this document is not required with SEBI.
2.9 CAUTIONARY NOTE
Each Invited Eligible Investor acknowledges that it: (i) is knowledgeable and experienced in financial and business matters, has expertise in assessing credit, market and all other relevant risks and is
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Private & Confidential – For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus) capable of evaluating, and has evaluated, independently the merits, risks and suitability of subscribing to/ purchasing the Debentures; (ii) understands that the Issuer has not provided, and will not provide, any material or other information regarding the Debentures, except as included in this Information Memorandum; (iii) has made its own investment decision regarding the Debentures based on its own knowledge (and information it has or which is publicly available) with respect to the Debentures or the Issuer; (iv) has had access to such information as deemed necessary or appropriate in connection with subscription to/ purchase of the Debentures; and (v) understands that, by purchase or holding of the Debentures, it is assuming and is capable of bearing the risk of loss that may occur with respect to the Debentures, including the possibility that it may lose all or a substantial portion of its investment in the Debentures and that it will not look to the Issuer for all or part of any such loss or losses that it may suffer.
Neither this Information Memorandum nor any other information supplied in connection with the Issue of Debentures is intended to provide the basis of any credit or other evaluation and any recipient of this Information Memorandum should not consider such receipt as a recommendation to purchase any Debentures. Each Eligible Investor contemplating purchasing any Debentures should make its own independent investigation of the financial condition and affairs of the Issuer, and its own appraisal of the creditworthiness of the Issuer. Invited Eligible Investors should consult their own financial, legal, tax and other professional advisors as to the risks and investment considerations arising from an investment in the Debentures and should possess the appropriate resources to analyze such investment and the suitability of such investment to such Invited Eligible Investor's particular circumstances. This Information Memorandum is made available to the Invited Eligible Investors on the strict understanding that it is confidential. Recipients shall not be entitled to use any of the information otherwise than for the purpose of deciding whether or not to invest in the Debentures.
No person, including any employee of the Issuer, has been authorised to give any information or to make any representation not contained in this Information Memorandum. Any information or representation not contained herein must not be relied upon as having being authorised by or on behalf of the Issuer. Neither the delivery of this Information Memorandum at any time nor any statement made in connection with the offering of the Debentures shall under the circumstances imply that any information/ representation contained herein is correct at any time subsequent to the date of this Information Memorandum. The distribution of this Information Memorandum or the Application Forms and the offer, sale, pledge or disposal of the Debentures may be restricted by law in certain jurisdictions. This Information Memorandum does not constitute an offer to sell or an invitation to subscribe to the Debentures in any jurisdiction where such offer or invitation is unauthorised or to any person to whom it is unlawful to make such offer or invitation in such jurisdiction. Persons into whose possession this Information Memorandum comes are required by the Issuer to inform themselves about and observe any such restrictions.
The sale or transfer of these Debentures outside India other than a sale to FII and foreign portfolio investor (FPI), as the case may be in accordance with relevant notifications of the RBI and SEBI, may require regulatory approvals in India, including without limitation, the approval of the RBI. It is the responsibility of the Debenture Holders to also ensure that they will sell these Debentures strictly in accordance with this Information Memorandum, the other Transaction Documents and Applicable Laws so that the sale does not constitute an offer to the public within the meaning of the Act.
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3. BRIEF DETAILS ABOUT THE TRANSACTION
3.1 Summary of the Business of the Issuer
The Issuer was incorporated on 23rd January 1943 with main object of business being specializes in construction, design and build of turnkey projects and has built diverse civil and engineering structures such as factories, stadiums and auditoriums, airports, hospitals, housing complexes, power plants, etc. in India and overseas. Its interest also include real estate development and water management. The Issuer is owned by SP Finance Private Limited and SC Finance and Investments Private Limited with each of them holding 47.69% of paid up capital and voting rights of the Issuer respectively (Refer clause 5.1.3 for detailed shareholding pattern).
SPCPL, which is held by Mistry family through various group companies, functions as the holding- cum-operating company of the SP Group. The company holds stakes in various listed and unlisted companies, within and outside the SP Group, and also has significant investments in properties that have high market value. SPCPL is one of India’s leading construction companies, with a heritage of more than 154 years. Over the years, SPCPL has built diverse civil and engineering structures such as factories, stadiums and auditoriums, airports, hospitals, housing complexes, and power plants.
3.2 Summary of the Transaction
The Issuer proposes to issue up to 2,000 secured, rated, listed, redeemable non-convertible debentures of the nominal value of INR 10,00,000 each, aggregating to not more than INR 200,00,00,000 in dematerialised form for cash, at par, on a private placement basis, to be listed on the Wholesale Debt Market Segment of the BSE pursuant to the Debenture Trust Deed and in terms of this Information Memorandum.
The Issuer shall create the Security in favour of the Debenture Trustee for the benefit of the Debenture Holders, by way of a first ranking pari passu charge over the Current Assets of the Company pursuant to the Deed of Hypothecation.
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4. RISK FACTORS
An investment in the Debentures involves risks. These risks may include, among others, equity market, bond market, interest rate, market volatility and economic, political and regulatory risks and any combination of these and other risks. Some of these are briefly discussed below.
Prospective Debenture Holders should be experienced with respect to transactions in instruments such as the Debentures. Prospective Debenture Holders should understand the risks associated with an investment in the Debentures and should only reach an investment decision after careful consideration of: (a) the suitability of an investment in the Debentures in the light of their own particular financial, tax and other circumstances; and (b) the information set out in this Information Memorandum.
The Debentures may decline in value and prospective Debenture Holders should note that, whatever be their investment in the Debentures, the cash amount due at redemption will be an amount such as to provide to the Debenture Holders on each Debenture, an amount equal to the amount outstanding in respect of such Debentures. More than one risk factor may simultaneously affect the Debentures such that the effect of a particular risk factor may not be predictable. In addition, more than one risk factor may have a compounding effect which may not be predictable. No assurance can be given as to the effect that any combination of risk factors may have on the value of the Debentures.
Each of the risks highlighted below could have a material adverse effect on the business, operations, financial condition or prospects of the Issuer which, in turn, could affect its ability to fulfill its obligations under the Transaction Documents. In addition, each of the risks highlighted below could adversely affect the rights of the participants under the Transaction Documents and, as a result, prospective participants could lose some or all of their contribution towards the Debentures.
Eligible Investors are advised to read the following risk factors carefully before making an investment in the Debentures offered in this Issue. You must rely on your own examination of the Issuer and this Issue, including the risks and uncertainties involved. The ordering of the risk factors is intended to facilitate ease of reading and reference and does not in any manner indicate the importance of one risk factor over another.
Recipients should note that the risks described below are not the only risks the Issuer faces. The Issuer has only described those risks in connection with the Issue and its ability to fulfill its obligations thereunder which it considers to be material. There may be additional risks that the Issuer currently considers not to be material or of which it is not currently aware, and any of these risks could have the effects set forth above now or in the future. Unless specified or quantified in the risks below, the Issuer is not in a position to quantify the financial or other implications of any of the risks described in this section.
4.1 Taxation
Invited Eligible Investors should be aware that they may be required to pay stamp duties or other documentary charges/ taxes in accordance with the laws and practices of India in relation to any secondary purchase or sale of any Debentures that are issued to them. Payment and/ or delivery of any amount due in respect of the Debentures will be conditional upon the payment of all applicable taxes, duties and/or expenses.
Invited Eligible Investors should consult their own independent tax advisers. In addition, Invited
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Private & Confidential – For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
Eligible Investors should be aware that tax regulations and their application by the relevant taxation authorities change from time to time. Accordingly, it is not possible to predict the precise tax treatment which will apply at any given time.
4.2 The Debentures may be illiquid
It is not possible to predict if and to what extent a secondary market may develop in the Debentures or at what price the Debentures will trade in the secondary market or whether such market will be liquid or illiquid. If the Debentures are listed or quoted or admitted to trading on any stock exchange(s) or quotation system(s), no assurance is given that any such listing or quotation or admission to trading will be maintained. The fact that the Debentures may be so listed or quoted or admitted to trading does not necessarily lead to greater liquidity than if they were not so listed or quoted or admitted to trading.
The Issuer may, but is not obliged to, at any time purchase the Debentures at any price in the open market or by tender or private agreement, subject to any minimum maturity period, minimum residual maturity period or lock-in period that may apply under Applicable Law to any category of Eligible Investor. Any Debentures so purchased may be resold or surrendered for cancellation. The more limited the secondary market is, the more difficult it may be for Debenture Holders to realise for the Debentures prior to redemption of the Debentures.
4.3 Credit rating downgrade
The Issuer cannot guarantee that any rating, if obtained, will not be downgraded. Such a downgrade in the credit rating may lower the value of the Debentures and may also affect the Issuer’s ability to raise further debt.
The Company has undertaken below steps to improve the credit rating
A. Asset monetization and equity infusion (i) SPCPL has divested part of its shareholding during the offer for sale of Sterling & Wilson Solar Limited and raised Approx. Rs 1,900 crores. (ii) Promoters have infused over Rs 3,000 crores into the SPCPL in last 2 years. (iii) The Company is in advance stage for divestments of solar operational and under development assets, overseas assets, roads operational and under development assets. Group is proposing to be focusing on strengthening its ports portfolio by diluting a minority stake to strategic investors for port business. These divestments will reduce the company’s consolidated borrowings and also reduce the future equity requirements.
B. Reduction of contingent liability During FY 20(up to December 31,2019) SPCPL has reduced Rs 1,833 crore of DSRA guarantee (principle amount) and total financial guarantees (including corporate guarantees and DSRA principal) by Rs 2,349 From March 31,2019.
4.4 Future legal and regulatory obstructions
Future government policies and changes in laws and regulations in India and comments, statements or policy changes by any regulator, including but not limited to the SEBI or the RBI, may adversely
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affect the Debentures. The timing and content of any new law or regulation is not within the Issuer’s control and such new law, regulation, comment, statement or policy change could have an adverse effect on the market for and the price of the Debentures.
Further, the exercise by the Debenture Trustee of the powers and remedies conferred on it under the Debenture Trust Deed and the other Transaction Documents, or otherwise vested in them by law, will be subject to general equitable principles regarding the enforcement of security, the general supervisory powers and discretion of the Indian courts in the context thereof and the obtaining of any necessary governmental or regulatory consents, approvals, authorisations or orders.
4.5 Political instability or changes in the government could delay further liberalization of the Indian economy and adversely affect economic conditions in India generally
Since 1991, successive Indian governments have pursued policies of economic liberalization. The role of the Central and State Governments in the Indian economy as producers, consumers and regulators has remained significant. If there is a slowdown in economic liberalization, or a reversal of steps already taken, it could have an adverse effect on the debt market which is as such exposed to the risks of the Indian regulatory and policy regime.
4.6 The Debentures may not be a suitable investment for all Eligible Investors
Eligible Investors should ensure that they understand the nature of the Debentures and the extent of their exposure to risk, that they have sufficient knowledge, experience and access to professional advisers such as legal, tax, accounting and other advisers to make their own legal, tax, accounting and financial evaluation of the merits and risks of investment in the Debentures and that they consider the suitability of the Debentures as an investment in the light of their own circumstances and financial condition.
4.7 Delays in court proceedings in India
In the event any dispute arises between the Issuer and a Debenture Holder or any other party, the Issuer or such other party may need to take recourse to judicial proceedings before courts in India. It is not unusual for court proceedings in India to continue for extended periods. Disposition of cases may be further subject to various delays including multiple levels of appellate adjudication.
4.8 Environmental Risks
Outbreak of COVID-19 has had, and could further have, a material adverse effect on the Shapoorji Pallonji Group’s business, financial condition and results of operations.
The Shapoorji Pallonji Group’s business could also be adversely affected by the effects of coronavirus, avian influenza, Severe Acute Respiratory Syndrome, H1N1 Influenza, Ebola, Zika virus, Middle East Respiratory Syndrome or other similar pandemic or endemic outbreaks of infectious diseases. In December 2019, a novel strain of coronavirus, COVID-19, was reported to have surfaced in Wuhan City, Hubei Province, China and the World Health Organisation has declared the outbreak a “pandemic” on March 12, 2020. There have been border controls and travel restrictions imposed by various countries as a result of the COVID-19 outbreak. Such outbreak of an infectious disease together with any resulting restrictions on travel and/or imposition of quarantine measures may result in protracted volatility in international markets and/or result in a global recession as a
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consequence of disruptions to travel and retail segments, tourism, and manufacturing supply chains and may adversely impact the operations, revenues, cashflows and profitability of the Shapoorji Pallonji Group.
4.9 Economic Slowdown Risks
A slowdown in economic growth in India could cause the Company's business to suffer The Company's performance and the quality and growth of its assets are necessarily dependent on the health of the overall Indian economy.
A slowdown in the Indian economy could adversely affect the business of the Company, including its ability to grow its asset portfolio, the quality of its assets, and its ability to implement its strategy. India's economy could be adversely affected by a general rise in interest rates, or various other factors affecting the growth of industrial, manufacturing and services sector or general down trend in the economy. Political instability or changes in the Government could delay further liberalization of the Indian economy and adversely affect economic conditions in India generally, which could impact the Company's financial results and prospects The Company’s performance and the quality and growth of its assets are necessarily dependent on the health of the overall Indian economy. Terrorist attacks, civil unrest and other acts of violence or war involving India and other countries could adversely affect the financial markets and the Company's business. These acts may also result in a loss of business confidence. In addition, adverse social, economic and political events in India could have a negative impact on the Company. Such incidents could also create a greater perception that investment in Indian companies involves a higher degree of risk and could have an adverse impact on the Company's business.
4.10 Liquidity Risks
We may not be able to obtain adequate funding required to carry out our future plans for growth. Disruptions in global credit and financial markets and the resulting governmental actions around the world could have a material adverse impact on our ability to meet funding needs.
We require continuous access to large quantities of capital in order to carry out day-to-day operations. We have historically required, and in the future expect to require, outside financing to fund working capital expenditure needed to support the growth of our business (including the additional operational and control requirements of this growth) as well as to refinance our existing debt obligations and meet our liquidity requirements. In the event of adverse market conditions, or if actual expenditure exceeds planned expenditure, our external financing activities and internal sources of liquidity may not be sufficient to support current and future operational plans, and we may be forced to, or may choose to, delay or terminate the expansion of the capacity of certain facilities or the construction of new facilities. Our ability to arrange external financing and the cost of such financing, as well as our ability to raise additional funds through the issuance of equity, equity related or debt instruments in the future, is dependent on numerous factors. These factors include general economic and capital market conditions, interest rates, credit availability from banks or other lenders, investor confidence in us, our success, provisions of tax and securities laws that may be applicable to our efforts to raise capital, the political and economic conditions in the geographic locations in which we operate, the amount of capital that other entities may seek to raise in the capital markets, the liquidity of the capital markets and our financial condition and results of operations.
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5. ISSUER INFORMATION
Name: Shapoorji Pallonji And Company Private Limited
Registered Office Address: 70, Nagindas Master Road, Fort, Mumbai – 400023
Corporate/ Correspondence S. P. Centre, 41/44; Minoo Desai Marg, Colaba, Office Address: Mumbai 400 005
Compliance Officer: Ms. Gandhali Upadhye
CFO: N.A.
Arranger, if any of the instrument N.A
Debenture Trustee of the Issue: Axis Trustee Services Limited The Ruby, 2nd Floor, SW, 29 Senapati Bapat Marg, Dadar (West), Mumbai 400 028
Registrar of the Issue: Universal Capital Securities Pvt. Ltd. 21 Shakilniwas, Opp Sai Baba Temple, Mahakali Caves Road, Andheri (East), Mumbai -400093
Credit Rating Agency of the Issue CARE Ratings Limited A Wing - 1102 / 1103, Kanakia Wall Street, Andheri Kurla Road, Chakala, Andheri (E), Mumbai - 400 093.
Auditor: Price Waterhouse Chartered Accountants LLP, Nesco IT Building III, 8th Floor, Nesco IT Park, Nesco Complex, Gate No. 3, Western Express Highway, Goregaon East, Mumbai – 400063
Phone No.: 022 6749 0000
Fax No.: 022 6633 8176
Contact Person: Ms. Roshen M Nentin Mr. Yogesh D Majithia
Email: [email protected]
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5.1 BRIEF SUMMARY OF THE BUISNESS/ ACTIVITIES OF THE ISSUER AND ITS LINE OF BUSINESS
5.1.1 The Issuer will procure the listing of the Debentures on the Whole Sale Debt Market Segment of the BSE. Inter alia, the following documents will be submitted to the BSE along with the Listing Application prior to listing:
(a) MOA and AOA and necessary resolution(s) for the allotment of the debt securities; (b) Copy of the audited financial statements of the Company for last 3 years i.e. 2018-2019, 2017-2018 and 2016-2017; (c) Statement containing particulars of, dates of, and parties to all material contracts and agreements; (d) Copy of the Board / committee resolution authorizing the borrowing and list of authorized signatories; (e) An undertaking from the Issuer stating that the necessary documents for the creation of the charge, where applicable, including the Debenture Trust Deed would be executed within the time frame prescribed in the relevant regulations/act/rules etc. and the same would be uploaded on the website of the designated stock exchange, where the debt securities have been listed, within five working days of execution of the same; (f) Any other particulars or documents that the recognized stock exchange may call for as it deems fit; and (g) An undertaking that permission / consent from the prior creditor for a second or pari passu charge being created, where applicable, in favor of the trustee to the proposed issue will be obtained.
5.1.2 Documents submitted to the Debenture Trustee
The Issuer will submit the following disclosures to the Debenture Trustee in electronic form (soft copy) prior to the Deemed Date of Allotment: (a) Memorandum and Articles of the Issuer and necessary resolution(s) for the allotment of the Debentures; (b) Copy of the audited financial statements of the Issuer for last 3 years i.e. 2018-2019, 2017- 2018 and 2016-2017; (c) Statement containing particulars of, dates of, and parties to all material contracts and agreements; (d) Latest Audited /Limited Review Half Yearly Consolidated (wherever available) and Standalone Financial Information (Profit & Loss statement, Balance Sheet and Cash Flow statement) and auditor qualifications, if any; and (e) An undertaking from the Issuer to the effect that the Issuer would, till the redemption of the Debentures, submit the details mentioned in point (d) above to the Debenture Trustee within the timelines as mentioned in Simplified Listing Agreement issued by SEBI vide circular No. SEBI/IMD/BOND/1/2009/11/05 dated May 11, 2009 as amended from time to time, for furnishing / publishing its half yearly/ annual result. Further, the Issuer shall within 180 days from the end of the financial year, submit a copy of the latest annual report to the Debenture Trustee and the Debenture Trustee shall be obliged to share the details submitted under this clause with all ‘Qualified Institutional Buyers’ (QIBs) and other existing debenture holders within 2 (two) working days of their specific request.
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5.1.3 Overview
The Issuer was incorporated in Bombay under the Registrar of Companies, Bombay ROC, on 23rd January, 1943 under the Indian Companies Act VII of 1913 as a limited company under the name ‘Shapoorji Pallonji And Company Private Limited’, bearing registration number 3812 of 1942-43. The company identification number of the Issuer is U45200MH1943PTC003812. The Issuer is the flagship company of Shapoorji Pallonji group. Apart from being the holding company for other companies of the Shapoorji Pallonji group, the Company is also directly engaged in construction business.
The Issuer is one of oldest & leading Contracting & Design-Build Entities in the country & the flagship company of the 7.0 Billion US$ Shapoorji Pallonji Group. Established as a Construction company in 1865, today SPCPL has its footprint across India & overseas and has developed capabilities including ‘Design & Build’ for providing Total solutions for Engineering & Construction services.
The company since its inception has been a pioneer in the construction industry in India. Today they figure amongst the leaders in the industry as they have continuously adapted to the rapid changes and challenges by making use of latest technological developments, without compromising on business philosophy and Ethics.
These projects and more showcase the Company’s expertise in not just constructing buildings but creating landmarks. Today, with an impressive track record of excellence in all the segments of construction.
The company has been accorded ISO 9001:2015, ISO 14001:2015 & BS OHSAS 18001:2007 SP enjoys an excellent reputation in the Construction Industry and with Esteemed Clientele in India and abroad for successfully delivering projects.
Since 1865 the company's expertise has been repeatedly showcased through projects which involved a major advance in construction technology and building material. Overtime, Shapoorji Pallonji has emerged as one of the most quality-conscious construction companies. With over 7000 dedicated and qualified engineers employed by the organization, it's not hard to imagine why Shapoorji Pallonji is:
One of the oldest Indian construction company with a legacy of 154 years The first Indian construction company to enter the Middle East. The first Indian construction company to have earned the ISO 9001 Certification. The first Indian construction company to construct two, sixty-storied residential towers in the heart of Mumbai. The first Indian construction company to build India’s largest affordable housing project in Rajarhat, Kolkata.
Celebrating 154 Years in 2019, it continues to reinforce its reputation by placing the highest value of ‘Quality’ & ‘Customer Satisfaction’.
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Some of the major segments are as described below :
• Commercial: Provides office spaces, IT / ITeS parks, SEZs, Malls, recreational spaces and have created diverse & iconic structures that create a lasting impression • Healthcare & Hospitality: Provides social infrastructure for healthcare spread across the Indian sub-continent and overseas • Industrial: Associated with LG, Haier, BMW, Volkswagen, Parle, SAIL, Skoda, Mercedes, Maruti, Himatsingka, General Motors, Volvo, etc • Institutional: Associated with AIIMS, IIMs, The Sarala Birla Academy (SBA) residential school, American Embassy School, TIFR, ISRO, BITS Goa Campus • Residential: Provides residences, affordable housing, townships, high rise structures from ideation, design to engineering & construction to all reputed developers in India & globally • Smart Cities: Executing the Varanasi Smart City project. • Sports Facilities: Associated with Jawaharlal Nehru Stadium, New Delhi, Subrata Roy Sahara Stadium, in Pune, Grandstand at the Buddh International Circuit, in Noida • Water & Utility Infrastructure: Provides wastewater treatment, sewage treatment, solid, liquid and chemical waste treatment, environmental services, desalination, micro-irrigation, etc.
5.1.4 Corporate Structure
Below are the major companies in SPCPL corporate structure
Shapoorji Pallonji Mideast
Shapoorji Pallonji Mideast (L.L.C.) is one of the international entities undertaking construction operations outside India. It has successfully built hundreds of diversified landmark structures worldwide in various segments, including residential, commercial, industrial, healthcare, hospitality, educational and stadiums. This international venture by SP Group is characterized by its ability to turn projects into unique, innovative realties adapted to our client needs and market demands. It has bagged many leading properties in the Gulf region, with a portfolio that includes the Fairmont Bab Al Bahr hotel in Abu Dhabi, the Marriott Hotel Abu Dhabi, the Sultan Qaboos Palace in Muscat, and Damac's Park Towers in Dubai.
Shapoorji Pallonji Real Estate Subsidiries
Shapoorji Pallonji Real Estate is a well-regarded, reputed player in the Indian real estate sector owing to cutting-edge design innovation, construction quality and architectural excellence. It has created several landmarks across the country. From opulent skyscrapers to affordable housing to functional workspaces, it is committed to delivering quality lifestyle spaces. It has developed over 13 million sq. ft. of residential and 6 million sq. ft. of commercial properties to date.
Shapoorji Pallonji Infrastructure Capital Company Pvt. Ltd.
Shapoorji Pallonji Infrastructure Capital Company Pvt. Ltd. (SP Infra) was established in 1997 to prospect, acquire, develop and maintain infrastructure assets. Committed to creating sustainable infrastructure assets that have a significant potential of delivering value to local communities and contribute to national growth, it leverage the SP Group's legacy of 154 years in contracting, constructing and financing projects. It currently has an operating / under-development asset
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Shapoorji Pallonji Oil and Gas Pvt. Ltd.
Shapoorji Pallonji Oil and Gas Private Limited ('SPOGL') aims to be a premier global company in the Oil & Gas value chain encompassing floating solutions and regasification to help meet world energy demands. It aspires to be a world-leading designer, fabricator, owner and operator of cutting- edge floating technologies and production and storage assets aimed at serving the global Offshore Mid and Up-stream Oil & Gas and Floating LNG markets. It provides expertise in the design and engineering, procurement and construction, transportation and installation, commissioning, operation and maintenance of assets in the global oil & gas value chain market. Its accomplishments include, delivering prestigious FPSO vessels for ONGC.
Afcons Infrastructure Ltd.
Afcons Infrastructure specializes in extreme engineering and construction. Afcons is one of the leading infrastructure development companies in India and is among the top 15 companies in marine infrastructure in the world. With a portfolio of challenging and complex projects in over 20 countries in Asia, Africa, and the Middle East, it has executed turnkey megastructures involving innovative design and comprehensive construction services. Since 1959, Afcons has delivered over 350 infrastructure projects and is among the top 250 international and global contractors. Afcons is a leader in Marine, LNG and Metro Rail segments in India and is ranked 10th globally in Marine and Port facilities and 22nd globally in the Bridges sector.
Forbes & Company Ltd.
Forbes & Company Limited house key businesses namely Forbes Engineering, Forbes Real Estate, Shapoorji Pallonji Forbes Shipping, Forbes Technosys and Eureka Forbes. With diversified interests in Precision Tools manufacturing, Marking & Coding Solutions and Automation, Realty, Shipping, Water and Air Purification Solutions and Money Transfer Solutions, Forbes and its subsidiaries are pioneers in their respective segments.
Forbes Engineering is a leading manufacturer of precision products in four segments - cutting tools, turnkey solutions for marking and traceability, industrial automation, and spring lock washers.
Forbes Real Estate has backed Vicinia, the premium residential tower in Powai, under the stewardship of Shapoorji Pallonji Group.
Forbes Technosys is a pioneer in providing financial money transfer services and is a leading manufacturer of queuing, ticketing and banking self service automation solutions like ATMs, passbook printing machines and currency counting machines. Shapoorji Pallonji Forbes Shipping Limited is a company with liquid cargo carrying capacity of 52,000 Deadweight Tonnage (DWT) across the globe, with plans for global expansion.
Eureka Forbes Limited
Eureka Forbes Limited is India's leading health and hygiene brand with a base of 20 million happy customers, a reach of over 1,500 cities and towns in India and a global footprint across 53 countries. The product portfolio encompasses water purifiers, air purifiers, vacuum cleaners and security
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solutions. Aquaguard, the flagship water purifier brand of Eureka Forbes and has been conferred with numerous Indian and international awards for its superior technology. In its 37 years of existence, Eureka Forbes has been a pioneer and trendsetter in direct selling in India and today is one of the largest direct selling companies in the world. In addition to being Asia's largest direct sales force, Eureka Forbes has the dealer and institutional channels, an inventive business partner network, a rural channel and one of the most expansive service networks in India.
Sterling & Wilson Pvt. Ltd.
Established in 1927 in India, Sterling and Wilson has over 90 years of legacy as an EPC company, having earned a reputation of being amongst the most trusted names in the infrastructure and energy space within India. Over the years, Sterling and Wilson has widened its reach across Asia, Africa and the Middle East with expanded presence in Europe and the Americas. Forging a global network, with a manpower strength of more than 4,600 people from 20 different countries, has given a fillip to our international business network. The company, which was initially focused on MEP projects in India, over the last decade has set up global operations in MEP, Diesel Generator sets, Gas-based Power Plants, Waste-to-Energy, Turnkey Data Centers, Transmission & Distribution, and Solar EPC.
Sterling and Wilson Solar Limited
Sterling and Wilson Solar Limited commenced operations in 2011 as the Solar EPC Division of Sterling and Wilson Private Limited, and was subsequently demerged in 2017. Over a span of seven years, it has become the largest solar EPC solutions provider in each of India, Africa and the Middle East according to IHS Markit in 2018. Currently, it has a presence across 25 countries. An impressive portfolio of 230 solar power projects with an aggregate capacity of 9.2 GWp across geographies has positioned Sterling and Wilson Solar Limited as the World’s Largest Solar EPC Solutions Provider in 2018 by IHS Markit. It strategically focuses on markets that have conducive solar power policies and high solar resources and invest in geographies with long-term solar opportunities.
5.1.5 Key Operational and Financial Parameters (as per Indian Accounting standards) for the last 3 audited years* on standalone basis*
Parameters FY 2016-2017 FY 2017-2018 FY 2018-2019 (INR Lakhs) (INR Lakhs) (INR Lakhs) For Non-Financial Entities Networth 2,10,860.78 2,58,763.21 3,44,888.77 Total Debt 6,91,259.64 7,56,164.04 9,44,119.45 of which - Non Current Maturities of Long Term Borrowing 2,22,304.96 3,30,422.16 3,82,487.08 - Short Term Borrowing 3,43,531.52 3,18,598.36 4,16,476.55 - Current Maturities of Long Term Borrowing 1,25,423.16 1,07,143.52 1,45,155.82 Net Fixed Assets 46,650.18 48,991.93 67,216.29 Non Current Assets 4,96,459.85 5,50,409.76 7,04,726.89 Cash and Cash Equivalents 75,022.41 1,00,459.89 1,73,048.63 Current Investments - 8,620.76 9,356.67
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Parameters FY 2016-2017 FY 2017-2018 FY 2018-2019 (INR Lakhs) (INR Lakhs) (INR Lakhs) For Non-Financial Entities Current Assets 9,45,140.34 11,27,894.57 13,34,394.44 Current Liabilities 8,80,787.64 9,70,939.74 11,82,306.19 Net sales 8,21,674.90 9,84,227.62 13,48,611.91 EBITDA 1,19,870.56 1,28,906.09 1,59,312.14 EBIT 1,01,805.30 1,11,291.77 1,39,019.96 Interest 72,118.20 73,010.36 85,089.53 PAT 24,491.80 34,151.99 36,785.07 Dividend amounts - Current ratio 1.07 1.16 1.13 Interest coverage ratio (EBIT/Interest) 1.41 1.52 1.63 Gross debt/equity ratio (#) 3.19 2.85 2.32 Debt Service Coverage Ratio (EBITDA/Interest+Term Loan instalment Paid during the year) 0.73 0.65 0.83 #:- Excluding Loans and advances from related parties and Liability component of compound financial instruments
Key Operational and Financial parameters for the last 3 audited years on a consolidated basis
Particulars FY 2016-17 FY 2017-18 FY 2018-19* (INR Lakhs) (INR Lakhs) (INR Lakhs) For Non-Financial Entities Networth 2,86,032.59 3,50,535.46 4,67,632.29 Total Debt 19,98,189.38 23,34,814.30 31,03,550.80 Non Current Maturities of Long Term Borrowing 10,13,572.97 12,61,559.93 15,41,785.61 - Short Term Borrowing 6,76,409.59 7,22,691.56 11,49,752.02 Current Maturities of Long Term Borrowing 3,08,206.82 3,50,562.91 4,12,013.17 Long Term Provisions 26,421.93 17,524.11 31,180.54 Net Fixed Assets 6,66,096.64 7,81,777.52 9,25,332.98 Non Current Assets 15,11,033.67 17,59,003.70 21,78,813.94 Cash and Cash Equivalents 1,80,822.92 3,33,996.76 4,47,894.63 Current Investments 27,530.16 26,063.67 66,339.62 Current Assets 28,07,220.98 38,76,310.05 45,61,798.17 Current Liabilities 27,71,330.27 37,48,588.21 42,98,080.38 ,Total Income 30,28,046.61 39,38,694.68 49,90,150.61 EBITDA 2,72,026.71 3,18,553.01 4,44,896.96 EBIT 2,01,347.44 2,47,680.34 3,40,973.81 Interest 1,68,417.53 1,93,407,41 2,50,581.85 PAT 13,138.20 30,252.74 46,754.42 Dividend amounts 363.21 1,106.49 767.48 Current ratio 1.01 1.03 1.06 Interest coverage ratio (EBIT/Interest) 1.20 1.28 1.36 Gross debt/equity ratio(#) 6.90 6.51 6.24
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Particulars FY 2016-17 FY 2017-18 FY 2018-19* (INR Lakhs) (INR Lakhs) (INR Lakhs) For Non-Financial Entities Debt Service Coverage Ratio (EBITDA/Interest+Term Loan instalment paid during the year) 0.72 0.64 0.74 #:- Excluding Loans and advances from related parties and Liability component of compound financial instruments * As on the date of this Information Memorandum, the audited financial statements of the Issuer for the Financial year 2019-2020 have not been prepared.
Gross Debt: Equity Ratio of the Issuer# (As on March 31.2020 ,Provisional):
Before the issue of debt securities 2.17 After the issue of debt securities 2.21 #:- Excluding Loans and advances from related parties and Liability component of compound financial instruments.
5.1.6 Project cost and means of financing, in case of funding of new projects. NA
5.1.7 A brief history of the Issuer since its incorporation:
(i) Details of Share capital as on last quarter end:-
Share Capital INR Authorized Share Capital 10,00,00,00,000/- 89,99,99,800 Equity Shares of Rs.10 each 200, 6.5% non-cumulative convertible preference shares of Rs.10 each 10,00,00,000, 0.5% non-cumulative, non-convertible redeemable preference shares of Rs. 10 each Issued, Subscribed and Paid-up Share Capital 8,05,02,04,000/-
70,50,20,200 Equity Shares of Rs.10 each 200, 6,5% non-cumulative convertible preference shares of Rs.10 each 10,00,00,000, 0.5% non-cumulative, non-convertible redeemable preference shares of Rs.10 each
(ii) Changes in its capital structure as on last quarter end, for the last five years:
Date of Change INR Particulars (AGM/EGM) EGM dated 15-05-2017 100,00,00,000 Increase in the authorised capital by Rs.100 crores EGM dated 09-11-2018 500,00,00,000 Increase in the authorised capital by Rs.500 Crores
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(iii) Equity share capital history of the Issuer as on last quarter end, for the last five years:
Date of No of Face Issue Consid Nature Cumulative Rem Allotm Equity Value Price eration of No of equity Equity Share Equit arks ent Shares (INR) (INR) (Cash, Allotm shares Capital (INR) y other ent Share than Premi cash, um etc) (in INR) 16-06- 100,000, 10 10 - Right 20,50,20,200 205,02,02,000 - - 2017 000 Issue 14-12- 500,000, 10 10 - Right - - 70,50,20,200 705,02,02,000 2018 000 Issue
(iv) Details of any acquisition or amalgamation in the last 1 year: NA
(v) Details of any reorganization or reconstruction in the last 1 year: NA
5.1.8 Details of the shareholding of the Issuer as on the latest quarter end:-
(i) Shareholding pattern of the Issuer as on the last quarter end :
Sr Particulars Total No of No of shares in Total Shareholding No Equity Shares demat form as % of total no of equity shares 1. Mr. Shapoor P. Mistry 72,55,100 - 1.03 2. Mr. Cyrus P. Mistry 72,55,100 - 1.03 Sterling Investment 3. 9,038,100 - 1.28 Corporation Pvt. Ltd. 4. Cyrus Investments Pvt. Ltd. 9,038,100 - 1.28 5. SP Finance Pvt. Ltd. 33,62,02,900 - 47.69 SC Finance and Investments 6. 33,62,02,900 - 47.69 Pvt. Ltd. BIue Arrow Finance Co. Pvt. 7. 28,000 - - Ltd. 70,50,20,200 - 100 Notes: - Shares pledged or encumbered by the promoters (if any) – NA Sr Particulars Total No of No of shares in Total Shareholding No Preference demat form as % of total no of Shares equity shares 1. Mr. Shapoor P. Mistry 5,00,00,100 - 50 2. Mr. Cyrus P. Mistry 5,00,00,100 - 50 10,00,00,200 - 100 Notes: - Shares pledged or encumbered by the promoters (if any) – NA
(ii) List of top 10 holders of equity shares of the Issuer as on the last quarter end: Sr Particulars Total No of No of shares in Total Shareholding
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No Equity Shares demat form as % of total no of equity shares 1. Mr. Shapoor P. Mistry 72,55,100 - 1.03 2. Mr. Cyrus P. Mistry 72,55,100 - 1.03 3. Sterling Investment 9,038,100 - 1.28 Corporation Pvt. Ltd. 4. Cyrus Investments Pvt. Ltd. 9,038,100 - 1.28 5. SP Finance Pvt. Ltd. 33,62,02,900 - 47.69 6. SC Finance and Investments 33,62,02,900 - 47.69 Pvt. Ltd. 7. BIue Arrow Finance Co. Pvt. 28,000 - - Ltd. 70,50,20,200 - 100
5.1.9 Following details regarding the directors of the Issuer:
(i) Details of the current directors of the Issuer*
Name, Age Address Director of the Details of Other Directorship Designation and Issuer since DIN Shapoor Pallonji 55 3ET N.32, La22 2.04.1987 Shapoorji Pallonji Finance Private Limited Mistry Reserve Bloc Shapoorji Pallonji Infrastructure Capital A, 5 Avenue Company Private Limited Director Princesse Eureka Forbes Ltd Grace, 98000 Sovereign Pharma Private Limited 00010114 Monaco. Sterling Investment Corporation Private Limited Afcons Infrastructure Limited Pallonji Shapoorji And Company Private Limited Kaisha Lifesciences Private Limited Shapoorji Pallonji Oil And Gas Private Limited Forbes & Company Limited Cyrus Investments Private Limited Mistry Ventures LLP
Firoze Kavshah 71 B-22, Floor – 18.07.1984 Intellus Media And Publishing Private Bhathena 5, 1B, Tata Limited Mills CHS, ARNA Immuno Ingredients Private Limited Whole-Time Jagannath Synapse Motors Private Limited Director Rao Cyrus Chemicals Private Limited Bhatankar S C Finance And Investments Private 00010075 Marg, Parel, Limited Mumbai S P Finance Private Limited 400012. Crystal Investment Company Private
Limited
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Name, Age Address Director of the Details of Other Directorship Designation and Issuer since DIN Gretel Systems And Development Private Limited Hosanna Investments Private Limited West Star Finance And Investments Private Limited Glittering Gold Finance Private Limited Kavisha Holdings Private Limited Green Lawn Finance And Investments Pvt Ltd Advance Tech Energy Additives Private Limited Walrus Trading Company Private Limited Mayflower Developers Private Limited Glittery Realty And Construction Private Limited Sterling Investment Corporation Private Limited Cyrus Investments Private Limited CPM Nextgen Ventures LLP
Kekoo Homji 66 10, 2nd Floor, 12.07.2012 Simar Port Private Limited Colah Meher Building, Whole-Time Opp. Dadiseth Director Road, Chowpatty, 00377478 Mumbai – 400 007. Jai Laxmikant 48 1702, Bldg 5, 12.07.2012 HPCL Shapoorji Energy Private Limited Mavani Raheja Gopalpur Ports Limited Classique, Superbon Hospitality Ventures Private Whole-Time New Link Limited Director Road, SP Imperial Star Private Limited Andheri SP Port Maintenance Private Limited 05260191 (West), Shapoorji Pallonji Renewables Private Mumbai- Limited 400053 Goswami Infratech Private Limited
Shapoorji Pallonji Oil And Gas Private Limited Simar Port Private Limited Eureka Forbes Ltd PNP Maritime Services Private Limited Shapoorji Pallonji Infrastructure Capital Company Private Limited Shapoorji Pallonji Finance Private Limited
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Private & Confidential – For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
Name, Age Address Director of the Details of Other Directorship Designation and Issuer since DIN Forbes Technosys Limited Forbes & Company Limited Image Realty LLP
Subodh Chandra 64 Flat-3 Silva 06.12.2013 S P Fabricators Private Limited Dixit Croft 2nd Flr SP Advanced Engineering Materials Private Plot-159 Tps- Limited Whole-Time 4 Perry Rd Doris Properties Private Limited Director Bandra-West Institute For Lean Construction Excellence Mumbai- 05281102 400050. SP-NMJ Project Private Limited Kanpur River Management Private Limited Bhavnagar Desalination Private Limited Kutch Sea Water Desalination Private Limited GIR Somnath Desalination Private Limited Dwarka Sea Water Desalination Private Limited
Mohan Dass 65 Dubai Real 28.04.2014 Shapoorji Pallonji Infrastructure Capital Saini Estate Company Private Limited Corporation Think Ahead Properties Private Limited Director Villa 67, 129 Port Saeed, 05260237 P.O. Box 54449 Dubai 54449 AE Pallon Shapoor 28 Sterling Bay, 12.11.2018 Sterling And Wilson Solar Limited Mistry 103 Imperial College India Foundation Walkeshwar Roxanna Consultancy Services Private Director Road, Limited Walkeshwar, Shapoorji Pallonji Oil And Gas Private 05229734 Mumbai, Limited 400006. Eureka Forbes Ltd Shapoorji Pallonji Infrastructure Capital Company Private Limited Forvol International Services Limited Afcons Infrastructure Limited Sterling And Wilson Private Limited
Roshen 67 Peace Haven 19.03.2020 Gretel Systems And Development Private Minocher Nentin Malcom Limited Baug, Cyrus Investments Private Limited Director Jogeshwari Mayflower Developers Private Limited West S O Glittery Realty And Construction Private Limited 00004884
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Private & Confidential – For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
Name, Age Address Director of the Details of Other Directorship Designation and Issuer since DIN Mumbai- Shapoorji And Company Private Limited 400102 Mistry Advanced Nutrition Centre Private Limited Sterling Investment Corporation Private Limited Anand Investment Private Limited Advance Tech Energy Additives Private Limited Shapoorji Data Processing Private Limited S P Kam Synthetics Private Limited S C Finance And Investments Private Limited S C Impex Private Limited Cyrus Chemicals Private Limited Shapoorji Pallonji (Gwalior) Private Limited Afcons Infrastructure Limited Pallonji Shapoorji And Company Private Limited
*None of the directors are appearing in the RBI defaulter list and/or ECGC default list
(ii) Details of change in directors since last three years:-
Name, Designation and DIN Date of Director of theRemarks Appointment / Issuer since (in case Resignation of resignation) Pallon Shapoor Mistry 12.11.2018 - Appointment 05229734 Roshen Minocher Nentin 19.03.2020 - Appointment 00004884
5.1.10 Following details regarding the auditors of the Issuer
(i) Details of the auditor of the Issuer:-
Name Address Auditor since Price Waterhouse Nesco IT Building III, 8th Floor, 29th Dec 2017 Chartered Accountants Nesco IT Park, Nesco Complex, LLP Gate No. 3, Western Express Highway, Goregaon East, Mumbai – 400063
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(ii) Details of change in auditor since last three years:-
Name Address Date ofAuditor of theRemarks Appointment / Issuer since (in Resignation case of resignation) Price Nesco IT Building III,Date of - - Waterhouse 8th Floor, Nesco ITAppointment: Chartered Park, Nesco Complex,29th December Accountants Gate No. 3, Western2017 LLP Express Highway, Goregaon East, Mumbai – 400063 Nilesh Shah Lotus Corporate Park, Date of 29th SeptemberExpiry of the Partner, 1st Floor, Wing A-G, Cessation: 2007 term under Deloitte Off Western Express 29th December Section 139 of Haskins & Highway, Goregaon 2017 the Companies Sells LLP East, Mumbai – 400 063 Act, 2013
5.1.11 Details of borrowings of the Issuer, as on latest quarter end:
(i) Details of Secured Loan Facilities :- Lender’s Type of Principal Amt Repayment Security Name Facility Outstanding As Date / Schedule on 31.03.2020 (INR Lakhs) Zorastrian Loan 1,506.76 Year 2020-21 Hypothecation of specific Bank Against 775.45 Lakhs plant & equipments. Machinery Year 2021-22 488.16 Lakhs Year 2022-23 243.15 Lakhs Standard Cash 900.00 Continuing Stock and Book Debts Chartered Credit facility Bank IDBI Bank Cash 3,000.00 Continuing Book Debts Credit/WC facility DL Union Bank of Cash 5,192.00 Continuing Book Debts India Credit/WC facility DL Bank of India Cash 2,049.00 Continuing Book Debts Credit/WC facility DL Standard Short 60,000.00 Year 2020-21 (a) Charge on shares of Chartered Term Loan Sterling Investment Bank Corporation Private Limited
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Private & Confidential – For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
(b) Charge by way of hypothecation over the Specific Cash Assets of Shapoorji Pallonji and Company Pvt Ltd Standard Short 1,10,000.00 Year 2020-21 (a) Pledge over shares of Chartered Term Loan Sterling Investment Bank Corporation Pvt Ltd (b) Charge by way of hypothecation over the specific Cash Assets of Shapoorji Pallonji and Company Pvt. Ltd. (c) Pledge over shares of Forbes & Co Ltd Standard Long 15,000.00 Year 2020-21 (a) first ranking and Chartered Term Loan exclusive pledge over Bank shares of Afcons Infrastructure Ltd. held by Shapoorji Pallonji and Company Pvt Ltd, Hermes Commerce Private Limited and Renaissance Commerce Private Limited (b) first ranking mortgage on Imperial Property (c) first ranking and exclusive mortgage over Colaba Property (d) Corporate Guarantee from Hermes Commerce Private Limited and Renaissance Commerce Private Limited Standard Short 10,000.00 Year 2020-21 (a) Charge on shares of Chartered Term Loan Sterling Investment Investments Corporation Private and Loans Limited (India) Ltd (b) Charge by way of hypothecation over the Specific Cash Assets of Shapoorji Pallonji and Company Pvt Ltd
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Private & Confidential – For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
Axis Bank Long 10,000.00 Year 2020-21 Flat at Imperial Term Loan 2,500 Lakhs Year 2021-22 7,500 Lakhs
Karnataka Long 10,000.00 Year 2020-21 Flat of Neil Properties Pvt Bank Ltd Term Loan 4,000 Lakhs Ltd at Imperial Year 2021-22 4,000 Lakhs Year 2022-23 2,000 Lakhs Bank of Long 49,000.00 Year 2020-21 First pari passu charge on the Baroda Term Loan 3,250 Lakhs current assets Year 2021-22 4,500 Lakhs Year 2022-23 16,250 Lakhs Year 2023-24 20,000 Lakhs Year 2024-25 5,000 Lakhs ICICI Bank Long 50,000.00 Year 2020-21 Land of Manjri Horse Term Loan 10,500 Lakhs Breeders' Farm Pvt. Ltd. Year 2021-22 21,000 Lakhs Year 2022-23 14,500 Lakhs Year 2023-24 4,000 Lakhs Indusind Bank Long 40,000.00 Year 2021-22 Secured by land of Term Loan Mrunmayee Properties Pvt Ltd HDFC Ltd Long 1,20,000.00 Year 2020-21 (a) Corporate Guarantees Term 20,000 Lakhs of SP Finance Private Secured Year 2022-23 Limited and SC Finance Line of 100,000 Lakhs and Investments Private Credit Limited ; (b) Shares of Sterling & Wilson Pvt Ltd and Sterling and Wilson Solar Ltd; (c) Mortgage of Land & Building - Mon Repos at Colaba. HDFC Ltd Term Loan 27,000.00 Year 2021-22 (a) Corporate Guarantees of SP Finance Private Limited and SC Finance and Investments Private Limited;
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Private & Confidential – For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
(b) Shares of Sterling & Wilson Pvt Ltd and Sterling and Wilson Solar Ltd (c) Mortgage of Land & Building - Mon Repos at Colaba. HDFC Ltd Term Loan 95,000.00 Year 2020-21 (a) Corporate Guarantees 20,000 Lakhs of SP Finance Private Year 2021-22 Limited and SC Finance 20,000 Lakhs and Investments Private Year 2022-23 Limited, 55,000 Lakhs (b) Shares of Sterling & Wilson Pvt Ltd and Sterling and Wilson Solar Ltd (c) Mortgage of Land & Building - Mon Repos at Colaba.
(ii) Details of Secured Loan Facilities :-
Lender’s Name Type of Facility Principal Amt Repayment Date / Outstanding As Schedule on 31.03.2020 (INR Lakhs) Indusind Bank Cash Credit 19,793.93 Continuing facility ICICI Bank Cash Credit 1,500.00 Continuing facility DBS Bank FCNR Loan Short Term Loan 7,500.00 Year 2020-21 DBS Bank FCNR Loan Short Term Loan 11,250.00 Year 2020-21 DBS Bank FCNR Loan Short Term Loan 11,250.00 Year 2020-21 DBS Bank FCNR Loan Long Term Loan 15,000.00 Year 2022-23 DBS Bank Short Term Loan 15,000.00 Year 2020-21 Standard Chartered Short Term Loan 39,000.00 Year 2020-21 Bank IDFC Bank Ltd Short Term Loan 10,000.00 Year 2020-21 Bank of Bahrain and Long Term Loan 5,750.00 Year 2020-21 Kuwait Vijaya Bank Long Term Loan 60,000.00 Year 2020-21 50,833.35 Lakhs Year 2021-22 9,166.65 Lakhs ICICI Bank Long Term Loan 30,000.00 Year 2020-21 10,000 Lakhs Year 2021-22 10,000 Lakhs Year 2022-23 10,000 Lakhs State Bank of India Long Term Loan 20,000.00 Year 2020-21
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Private & Confidential – For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
Indian Overseas Bank Long Term Loan 10,000.00 Year 2020-21 Bank of India Long Term Loan 20,000.00 Year 2020-21 ARAB BANK PLC, Line of Credit 1,402.51 Continuing facility Kingdom of Bahrain SP Jammu Udhampur Short Term Loan from 9,000.00 Repayable On Highway Pvt. Ltd Promoter’s/ Group Demand Companies Mr. Pallonji S Mistry Short Term Loan from 35,925.00 Repayable On Promoter’s/ Group Demand Companies Mr. Cyrus P Mistry Short Term Loan from 86,912.00 Repayable On Promoter’s/ Group Demand Companies Mr. Shapoor P Mistry Short Term Loan from 42,400.00 Repayable On Promoter’s/ Group Demand Companies Mr. Pallon S Mistry Short Term Loan from 68,200.00 Repayable On Promoter’s/ Group Demand Companies Sterling Investments Short Term Loan from 31,000.00 Repayable On Corporation Pvt. Ltd. Promoter’s/ Group Demand Companies Cyrus Investments Pvt. Short Term Loan from 39,000.00 Repayable On Ltd. Promoter’s/ Group Demand Companies Shartranj Properties Pvt. Short Term Loan from 10,000.00 Repayable On Ltd Promoter’s/ Group Demand Companies Honcho Properties Short Term Loan from 12,500.00 Repayable On Private Limited Promoter’s/ Group Demand Companies
(iii) Details of NCDs:-
Debentur Tenor/ Interest Amount Date ofRedempti Credit Secured /Security e Series Period of (INR) Allotment on Date/ Rating Unse Maturity Schedule cured NA NA NA NA NA NA NA NA NA
(iv) List of Top 10 Debenture Holders (as on 31st March 2020): NA
(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 :-
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Private & Confidential – For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
Closing Closing Balance Balance For Amount Amount Subsidiary/Partnership Beneficiary Relationship sanctioned utilised as Firms as on 31- on 31-12- 12-2019 2019 Rs Rs Lakhs Lakhs Financial Guarantee - Others Bengal Shapoorji Housing Development Pvt Ltd Ratnakar Bank & Others Others 463.47 463.47 Bengal Shapoorji Housing Development Pvt Ltd South Indian Bank Others 974.69 974.69 Bengal Shapoorji Housing Development Pvt Ltd SVC Others 490.87 490.87 Galina Consultancy Services Pvt Ltd HDFC Ltd.-DSRA Others 599.64 599.64 Galina Consultancy Term Loan - DSRA Services Pvt Ltd guarantee Others 1,736.66 1,736.66 Grand View Estates Pvt NCD DSRA from Ltd SPCPL Others 370.00 370.00 Joyville Shapoorji Housing Pvt Ltd HDFC Ltd. Others 349.73 349.73 Master Management Consultants (I) Pvt Ltd Ratnakar Bank Others 135.00 135.00 PNP Maritime Services Pvt Ltd Bank of Maharashtra Others 829.17 829.17
S D Corporation Pvt Ltd HDFC Ltd Others 50,000.00 49,931.54 Hero Fincorp Ltd -Term S D Corporation Pvt Ltd Loan Others 14,034.00 14,034.00
S D Corporation Pvt Ltd ICICI Bank Ltd Others 10,000.00 10,000.00 KKR India Financial S D Corporation Pvt Ltd Services Pvt Ltd Others 5,000.00 5,000.00
S D Corporation Pvt Ltd NCD-DSRA Others 1,689.42 1,689.42 NCD-Franklin S D Corporation Pvt Ltd Templeton Mutual Fund Others 75,000.00 75,000.00 S D SVP Nagar Redevelopment Pvt Ltd NCD – DSRA Others 219.71 219.71 Skyscape Developers NCD subscribed by Pvt Ltd Group of Investors Others 1,068.71 1,068.71 Various Mutual Funds of SP Imperial Star Pvt Ltd Birla Sun Life Others 6,165.00 6,165.00
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Private & Confidential – For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
Total Financial Guarantee – Others 169,126.06 169,057.60
Financial Guarantee - Subsidiary Non-Convertible Floreat Investments Ltd Debentures Subsidiary 355.90 355.90
Forbes & Company Ltd SCB Subsidiary 3,563.34 3,563.34 Forvol International Services Ltd IDBI Bank Subsidiary 225.00 225.00 Gokak Power & Energy Ltd Term Loan Subsidiary 738.96 738.96 High Point Properties Axis Trustee Services Pvt Ltd Pvt. Ltd. Subsidiary 1,166.01 1,166.01
Next Gen Publishing Ltd Axis Bank Subsidiary 154.71 109.63 Palchin Real Estates Pvt Ltd HDFC Ltd. Subsidiary 1,499.73 1,499.73 Shapoorji Pallonji Term Loan DSRA Forbes Shipping Ltd Guarantee Subsidiary 2,436.04 2,436.04 Shapoorji Pallonji Infrastructure Capital Co Pvt. Ltd. IndusInd Bank Subsidiary 1,000.00 1,000.00 Shapoorji Pallonji Infrastructure Capital Co Pvt. Ltd. YES Bank Ltd. Subsidiary 11,046.35 11,046.35 Shapoorji Pallonji Mid East LLC IndusInd Bank Subsidiary 7,126.68 7,126.68 Shapoorji Pallonji Mid Standard Chartered East LLC Bank Subsidiary 7,839.35 7,839.35 Shapoorji Pallonji Mid Standard Chartered East LLC Bank Bubai Subsidiary 24,943.38 24,943.38 Shapoorji Pallonji Oil and Gas Pvt Ltd Yes Bank Subsidiary 170.86 170.86 SP Cement Gujarat Pvt. Ltd. Clix Capital Subsidiary 121.33 121.33 Sunny View Estates Pvt Ltd NCD - DSRA guarantee Subsidiary 567.12 567.12 Sunny View Estates Pvt NCD subscribed by Ltd Group of Investors Subsidiary 277.26 277.26 TN Solar Power Energy Pvt Ltd State Bank of India Subsidiary 981.94 981.94 Total Financial Guarantee – Subsidiary 64,213.95 64,168.88 Total Financial Guarantees 233,340.02 233,226.48
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Private & Confidential – For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
Performance / Bid Bond Guarantee – Others Mydream Properties P President of India for Ltd Customs Others 50.00 50.00 Shapoorji Pallonji Bumi Armada Godavari Pvt Oil & Natural Gas Ltd Corporation Others 10,262.50 10,262.50 SP Armada Oil Exploration Pvt Ltd Yes Bank Others 2,916.50 2,916.50 Total Performance / Bid Bond Guarantee – Others 13,229.01 13,229.01
Performance / Bid Bond Guarantee – Subsidiary Flamboyant Developers Pujab Urban Pvt Ltd Development Authority Subsidiary 957.00 957.00 Kanpur River Uttar Pradesh Jal Management Pvt Ltd Nigam, Kanpur Subsidiary 2,438.97 2,438.97 Precaution Properties Pvt Ltd (blank) Subsidiary 639.90 639.90 Shapoorji Pallonji and Co KIPL Sewerage JV JUIDCO Subsidiary 2,634.85 2,634.85 Shapoorji Pallonji and Co KIPL Sewerage JV PHMED, Guntur Subsidiary 6,399.38 6,399.38 Shapoorji Pallonji and Thane Municipal Co KIPL Sewerage JV Corporation Subsidiary 145.78 145.78 Shapoorji Pallonji and Co Pvt Ltd and Shapoorji Pallonji Qtar W.L.L. JV NBCC (India) Limited Subsidiary 33,634.40 33,634.40
SP-NMJ Project Pvt Ltd (blank) Subsidiary 14,877.87 14,877.87 Sterling & Wilson Engineering (PTY) Ltd Insurance company Subsidiary 12,553.92 12,553.92 Sterling & Wilson Pvt Delhi Metro Rail Ltd Corporation Subsidiary 6,158.49 6,158.49 Total Performance / Bid Bond Guarantee – Subsidiary 80,440.55 80,440.55 Total Performance / Bid Bond Guarantees 93,669.56 93,669.56
Total Financial and Performance Guarantees 327,009.57 326,896.04
(vi) Details of Commercial Paper:- The total Face Value of Commercial Papers Outstanding as on March 2020 to be provided and its breakup in following table:-
Maturity Date Amt Outstanding Rs Lakhs
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Private & Confidential – For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
27 April 2020 10,000 20 May 2020 10,000 28 May 2020 5,000 02 June 2020 10,000 25 Sept 2020 20,000 07 July 2020 10,000 03 July 2020 6,500
(vii) Details of Rest of the borrowing (if any including hybrid debt like FCCB, Optionally Convertible Debentures / Preference Shares) as on 31st March 2020:-
Party Type of Amt Principal Repayment Credit Secured / Securi Name (in Facility / Sanctioned Amt Date/ Rating Unsecured ty case of Instrumen / IssuedOutstandin Schedule Facility) / t Lakhs g Lakhs Instrument Name Mr. 0.5% Non-5,000 5,000 The NA Unsecured NA Shapoor P cumulative Preference Mistry , non- Shares shall convertible be , redeemable redeemable at par at the preference option of the shares company at any time after allotment but not later than 20 years from the date of allotment viz; January 28, 2008. Mr. Cyrus 0.5% Non-5,000 5,000 The NA Unsecured NA P Mistry cumulative Preference , non- Shares shall convertible be , redeemable redeemable at par at the preference option of the shares company at any time after allotment but not later than 20 years from
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Private & Confidential – For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
the date of allotment viz; January 28, 2008.
(viii) Details of all default/s and/or delay in payments of interest and principal of any kind of term loans, debt securities and other financial indebtedness including corporate guarantee issued by the Issuer, in the past 5 years
There were no instance of delay in payment of principal of any kind of loan. There may be few cases where payments of interest have been delayed mainly due to technical reason however as on today there is no instance of delay in continuing.
(ix) Details of any outstanding borrowings taken/ debt securities issued where taken / issued (i) for consideration other than cash, whether in whole or part, (ii) at a premium or discount, or (iii) in pursuance of an option- NA
5.1.12 Details of Promoters of the Issuer
(i) Details of Promoter Holding in the Issuer as on the latest quarter end:-
Particulars Total No of No of shares in Total Shareholding as Equity Shares demat form % of total no of equity shares
1. Mr. Shapoor P. Mistry 72,55,100 - 1.03 2. Mr. Cyrus P. Mistry 72,55,100 - 1.03 Sterling Investment 3. 9,038,100 - 1.28 Corporation Pvt. Ltd. Cyrus Investments Pvt. 4. 9,038,100 - 1.28 Ltd. 5. SP Finance Pvt. Ltd. 33,62,02,900 - 47.69 SC Finance and 6. 33,62,02,900 - 47.69 Investments Pvt. Ltd. BIue Arrow Finance 7. 28,000 - - Co. Pvt. Ltd. 70,50,20,200 - 100 Notes: - Shares pledged or encumbered by the promoters (if any) – NA Sr No Particulars Total No of No of shares in Total Shareholding as Preference demat form % of total no of equity Shares shares 1. Mr. Shapoor P. Mistry 5,00,00,100 - 50 2. Mr. Cyrus P. Mistry 5,00,00,100 - 50 10,00,00,200 - 100 Notes: - Shares pledged or encumbered by the promoters (if any) – NA
5.1.13 Abridged version of Audited Consolidated (wherever available) and Standalone Financial Information (like Profit & Loss statement, Balance Sheet and Cash Flow statement) for at least last three years and auditor qualifications, if any. - * Attached as Annexure 1
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Private & Confidential – For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
5.1.14 Abridged version of Latest Audited / Limited Review Half Yearly Consolidated (wherever available) and Standalone Financial Information (like Profit & Loss statement, and Balance Sheet) and auditors qualifications, if any. - * Abridged version of latest audited standalone and consolidated information is attached as Annexure 1
5.1.15 Any material event/ development or change having implications on the financials/credit quality (e.g. any material regulatory proceedings against the Issuer/promoters, tax litigations resulting in material liabilities, corporate restructuring event etc.) at the time of issue which may affect the issue or the investor’s decision to invest / continue to invest in the debt securities
Other than as disclosed in this Information Memorandum, there are no other material events or material developments or material changes on the date of issuance of this Information Memorandum which may affect the Issue or the Eligible Investors’ decision to invest in the Debentures
5.1.16 Details of the debenture trustee is as mentioned above and the debenture trustee has given its consent to the Issuer for its appointment under Regulation 4(4) of the SEBI Regulations and in all the subsequent periodical communications sent to the holders of debt securities.
5.1.17 The credit rating letter issued (not older than one month on the date of opening of the issue) by the rating agency is enclosed as Annexure 2.
5.1.18 If the security is backed by a guarantee or letter of comfort or any other document / letter with similar intent, a copy of the same shall be disclosed. In case such document does not contain detailed payment structure (procedure of invocation of guarantee and receipt of payment by the investor along with timelines), the same shall be disclosed in the offer document - NA
5.1.19 Copy of consent letter from the Debenture Trustee is obtained and attached as Annexure 3.
5.1.20 Names of all the recognised stock exchanges where the debt securities are proposed to be listed clearly indicating the designated stock exchange. On Wholesale Debt Market (WDM) Segment of the BSE.
5.1.21 Other details: (i) DRR creation - relevant regulations and applicability- The Issuer agrees and undertakes to create and maintain the debenture redemption reserve in accordance with Section 71(4) of the Act, Rule 18(7) of the Companies (Share Capital and Debentures) Rules, 2014 and other Applicable Law. (ii) Issue/instrument specific regulations - relevant details (Act, RBI guidelines, etc). Will be complied with as applicable to the Issuer from time to time. (iii) Application process. As mentioned in Clause 5.4.1 herein.
* Issuer shall provide latest Audited or Limited Review Financials in line with timelines as mentioned in Simplified Listing Agreement issued by SEBI vide circular No.SEBI/IMD/BOND /1/2009/ 11/05 dated May 11, 2009 as amended from time to time, for furnishing / publishing its half yearly/ annual result.
5.1.22 Business Organization
Main Objects of the Issuer
To identify projects, project ideas, to prepare profiles, project reports, prepare conceptual plans, and
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Private & Confidential – For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
undertake market research, feasibility studies, pre-investment studies and investigation of industries on a micro and/or macro level and to render appropriate services, to identify scope and potential for economic and industrial development including real estate development by constructing residential apartments, shops. godowns, parking spaces, garages, clubhouses and other ancillary structures for the purpose of selling such constructed area along with interest in land or in any particular geographical area or location whether in India or abroad and to establish, provide maintain and perform scientific, technical, engineering, project management consulting/contracting services including but without limiting to technical studies, design, construction, maintenance and repair of all kinds of works and buildings, procurement, inspection, expediting, management of construction and related services for engineering services, storage and transportation of resources and other minerals by pipeline or otherwise, seismic data acquisition, interpretation, logging, drilling cementing, other engineering related equipment and to negotiate and enter into agreements and contracts with Indian and foreign individuals, companies, corporations and such other organisations for technical, financial, marketing or any other such assistance or for the purpose of activity research and development of manufacturing projects on the basis of know-how, financial participation or technical collaboration or as marketing agents and acquire necessary formulas and patent rights.
5.1.23 A statement containing particulars of the dates of, and parties to all material contracts, agreements involving financial obligations of the Issuer.
Post the complete cessation of the lockdown in Mumbai, copies of these contracts together with the copies of these documents referred to below may be inspected at the registered office of the Issuer between 10:00 am and 11:00 am on any working day of the Issuer.
Material Contracts and Documents
(i) MOA and AOA of the Issuer as amended from time to time. (ii) Copy of certificate of incorporation of the Issuer dated 23rd January 1943. (iii) Certified true copy of the board resolution dated 7th May 2020 authorizing the issue of private placement of the Debentures. (iv) Certified true copy of the special resolution dated 7th May 2020 authorizing the issue of private placement of the Debentures. (v) Copy of letters dated 25th May 2020 read along with letter dated 24 April 2020 from CARE Limited providing a rating of A+ to the Debentures. (vi) Copy of the debenture trust deed date on or about the date of this Information Memorandum between the Debenture Trustee and the Issuer. (vii) Copy of the debenture trustee agreement dated 27 May 2020 between the Debenture Trustee and the Issuer.
5.1.24 Particulars of the debt securities issued: (i) for consideration other than cash, whether in whole or in part, (ii) at a premium or discount, or (iii) in pursuance of an option
The Issuer till date has not issued any debt security (i) for consideration other than cash (whether in whole or in part), or (ii) at premium or at discount, or (iii) in pursuance of an option.
5.2 TERMS PERTAINING TO THE ISSUE
5.2.1 Details of debt securities issued and sought to be listed including face value, nature of debt securities mode of issue, i.e. public issue or private placement
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Private & Confidential – For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
The Issuer proposes to Debentures in aggregate of INR 200 crores, to be issued on a private placement basis.
5.2.2 Issue Size
INR 200 crores
5.2.3 Summary term sheet including information pertaining to the Debentures: Security Name 10.50%SPCPL2023 Issuer Shapoorji Pallonji And Company Private Limited having its registered office at 70, Nagindas Master Road, Fort, Mumbai – 400023 Type of Instrument Redeemable, rated, secured and listed non convertible debentures Nature of Instrument Secured non convertible debentures Seniority Senior Mode of Issue Private placement under the electronic book mechanism of the BSE Eligible Investors As specified under the paragraph titled “Eligible Investors” in the Definitions and Abbreviations. Listing (including name On the Wholesale Debt Market (WDM) Segment of the BSE within 15 of stock Exchange(s) days after the Deemed Date of Allotment. where it will be listed and timeline for listing) In case of delay in listing of the debt securities beyond 20 days from the Deemed Date of Allotment, the Issuer will pay penal interest of at least 1 % p.a. over the Yield from the expiry of 30 days from the Deemed Date of Allotment till the listing of such Debentures, to the Debenture Holders. Rating CARE A+ by CARE Ratings Limited Issue Size INR 200 crores Option to retain NA oversubscription (Amount) Objects of the Issue / To augment the long term resources of the Company for the purposes Details of the utilization of its business operations, general corporate purposes and for meeting of the Proceeds the costs, fees and expenses related to the issuance of the Debentures, in accordance with Applicable Law Interest /Coupon Rate 10.50% (ten point five zero percent) per annum payable on 31 March of every year falling after the Deemed Date of Allotment until the Final Maturity Date Step Up/Step Down NA Coupon Rate Interest Payment Yearly Frequency Interest payment dates 31 March of every year falling after the Deemed Date of Allotment until the Final Maturity Date. Interest Type Fixed Interest Reset Process NA (including rates, spread, effective date, interest rate cap and floor etc).
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Private & Confidential – For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
Day Count Basis Actual/ Actual Interest on Application 10.50% on the Subscription Amount for the period commencing from Money the Pay-in Date and ending on (i) the date of the Deemed Date of Allotment; or (ii) the date of refund by the Company of the Subscription Amount, in case of refund of the Subscription Amount. Default Interest Rate 2% per annum over and above the applicable Coupon Rate in the event of an occurrence of an event of default in the payment of Coupon and/or in the redemption of the Debentures Tenor/ Maturity 36 months from the Deemed Date of Allotment Redemption Date Redemption Dates Redemption Percentage At the end of the 18th Month from the 25% of the outstanding Deemed Date of Allotment Principal Amounts At the end of the 24th Month from the 25% of the outstanding Deemed Date of Allotment Principal Amounts At the end of the 30th Month from the 25% of the outstanding Deemed Date of Allotment Principal Amounts At the end of the 36th Month from the 25% of the outstanding Deemed Date of Allotment Principal Amounts
Redemption Amount Redemption Dates Redemption Amount At the end of the 18th Month from the Deemed Date INR 50 Cr of Allotment At the end of the 24th Month from the Deemed Date INR 50 Cr of Allotment At the end of the 30th Month from the Deemed INR 50 Cr Date of Allotment At the end of the 36th Month from the Deemed Date INR 50 Cr of Allotment
Redemption Premium/ NA Discount Issue Price INR 1,000,000/- for each Debenture Discount at which NA security is issued and the effective yield as a result of such discount Put Date Anytime within a period of 3 (three) months from the date of the downgrade in Rating in the following manner:
(i) the Rating of the Debentures falls to or below ‘A-’ (“Rating Event 1”); and (ii) Rating of the Debentures falls to or below ‘BBB+’ (“Rating Event 2”). Put Price In case of Rating Event 1: Redemption of not more than 50% (fifty
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percent) of the outstanding Debentures by paying the outstanding Debenture Payments for such Debentures.
In case of Rating Event 2: Redemption of all the outstanding Debentures by paying the outstanding Debenture Payments for such Debentures. Call Date NA Call Price NA Put Notification Time Anytime within a period of 3 (three) months from the date of occurrence of Rating Event 1 or Rating Event 2. Call Notification Time NA Face Value INR 10,00,000/- each Minimum Application/ 100 Debentures and in multiple of 1 Debenture thereafter Minimum Bid Lot Issue Timing 1. Issue Opening Date 29 May 2020 2. Issue Closing Date 29 May 2020 3. Pay-in Date 1 June2020 4. Deemed Date of The same date as Pay-in Date Allotment Issuance mode of the Demat only (for private placement) Instrument Trading mode of the Demat only (for private placement) Instrument Settlement mode of the Any payments to be made to a Debenture Holder shall be made by the Instrument Issuer in INR on the same day using the services of electronic clearing services (ECS), RTGS, direct credit or national electronic fund transfer (NEFT) into such bank account of the Debenture Holder as may be notified to the Issuer by such Debenture Holder or the Debenture Trustee (acting on behalf of the Debenture Holder) Depository the National Securities Depository Limited and/or the Central Depository Services (India) Limited, as the context requires Business Day If any coupon payment date or a date on which penal interest is payable Convention falls on a day other than a Business Day, such coupon payment or penal interest payment shall be made on the immediately following Business Day.
If any redemption date falls on a day other than a Business Day, such redemption amount payment shall be made on the previous Business Day. Record Date In respect of a Debenture, the day falling 15 days prior to the Due Date Security (where A first ranking pari passu charge over the Current Assets of the applicable) Company by way of the Deed of Hypothecation
(Including description, Within 3 months from the Deemed Date of Allotment, or within such type of security, type of extended time as agreed between the Parties, the Deed of charge, likely date of Hypothecation shall be duly executed (and where applicable duly creation of security, adjudicated and registered) by each of the parties thereto in the form minimum security and manner mutually agreed between the Parties
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Private & Confidential – For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus) cover, revaluation, replacement of security, interest to the debenture holder over and above the coupon rate as specified in the Trust Deed). Drawdown Date/ Issue It shall be the same as Pay-In Date Date Transaction Documents Debenture Trustee Agreement, this Deed, the Information Memorandum, the Deed of Hypothecation, and such other documents as may be mutually designated by the Parties as a Transaction Document
In the event of any conflict or inconsistency between any terms or provisions of the Information Memorandum and the Debenture Trust Deed, the Debenture Trust Deed will prevail. Conditions Precedent to 1. A copy of the constitutional documents of the Company. Disbursement . 2. A copy of the in-principle approval letter from the BSE for listing of the Debentures. 3. Requisite filings of the resolutions passed for issuance and allotment of the Debentures in Form MGT – 14 with the registrar of companies within the timelines specified in the Act. 4. A certified true copy of a resolution of the board of directors and shareholders (as may be required) of the Company: a. approving the terms of, and the transactions contemplated by, the relevant Transaction Documents to which it is a party; b. authorising a specified Person or Persons to execute the Transaction Documents to which it is a party on its behalf; and c. authorising a specified Person or Persons, on its behalf, to sign and/or dispatch all documents and notices to be signed and/or dispatched by it under or in connection with the Transaction Documents to which it is a party. 5. A specimen of the signature of each person authorised by the resolutions referred to in paragraph 5 above. 6. A certified true copy of a resolution of the shareholders of the Company authorizing the Company to issue the Debentures in terms of Section 42 and 71 of the Act and the rules thereunder. 7. A certified true copy of a resolution of the board of directors of the Company authorizing the Company to issue the Debentures in terms of Section 42 and 71 of the Act and the rules thereunder. 8. A certificate from the Company (signed by its authorised signatory) confirming that no Material Adverse Effect or Event of Default has occurred or is continuing. 9. Consent letter from the Debenture Trustee to act as the trustee on behalf of the Debenture Holders.
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10. The following Transaction Documents duly executed by each of the parties thereto in the form and manner mutually agreed between the parties thereto: a. Debenture Trust Deed; b. Debenture Trustee Agreement. 11. A certified true copy of the credit rating letter issued by CARE Ratings Limited providing a rating of A+ to the Debentures. Condition Subsequent 1. Within 7 (seven) Business Days from the Deemed Date of to Disbursement Allotment, furnish a statement from the Depository to the Debenture Trustee providing that the Debentures in dematerialised form have been credited to the beneficiary account of the subscriber(s). 2. Filing of Form PAS-3 within a period not exceeding 15 (fifteen) days from the Deemed Date of Allotment and in any case prior to utilising any subscription amounts of the Debentures. 3. Within 3(three) months from the Deemed Date of Allotment, or within such extended time as agreed between the Parties, the Deed of Hypothecation shall be duly executed by each of the parties thereto in the form and manner mutually agreed between the Parties. 4. Within 3(three) months from the Deemed Date of Allotment, or within such extended time as agreed between the Parties, deliver to the Debenture Trustee, a copy of the requisite forms submitted electronically with the requisite Registrar of Companies together with the challan issued by the such Registrar of Companies in respect of payment of the filing fee for the requisite forms to register the said Security and upon receipt by the Company of the certificate of registration of charge issued by the Registrar of Companies in relation to the securities created under the Transaction Documents, a certified true copy of such certificate; 5. Within 15 (fifteen) days from the Deemed Date of Allotment, the Company shall forward the listing application along with the relevant disclosures to the BSE to list the Debentures on the Wholesale Debt Market segment of the BSE. 6. The Company shall co-operate with the Debenture Trustee to enable the Debenture Trustee to make filings with the with the Central Registry of Securitisation Asset Reconstruction and Security Interest of India in relation to perfection of Security over the Current Assets.
Events of Default Each of the events or circumstances set out below is an event of default: 1. Payment Default 2. Non-performance 3. Misrepresentation 4. Cross Default 5. Insolvency 6. Attachment or Restraint 7. Cessation or Stoppage of Business 8. Material Adverse Effect 9. Repudiation 10. Legal Proceedings
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11. Any other events of default set out in the Debenture Trust Deed Provisions related to As per the Debenture Trust Deed Cross Default Clause Role and As per the Debenture Trust Deed Responsibilities of Debenture Trustee Governing Law and Indian law, Courts and tribunals in New Delhi Jurisdiction
5.2.4 Disclosure of Cash Flows: as per SEBI Circular No: CIR/IMD/DF/18/2013 dated October 29, 2013. Please note the calculation based on assuming the Pay-In date as 21-05-2021 Amount No. of days in Cash Flows Date (INR) Coupon Period Lakhs 1st Interest Payment 21/05/2021 365 2,100.00 1st Repayment 21/11/2021 549 5,000.00 2nd Interest Payment + 2nd Repayment 21/05/2021 730 6,839.66 3rd Repayment 21/11/2022 914 5,000.00 3rd Interest Payment + 4th Repayment 21/05/2023 1095 5,789.66
Note: Please note if the coupon payment date of the Debentures, falls on a Sunday or a holiday the coupon payment shall be made on the next working day. If any redemption date of the Debentures, falls on a Sunday or a holiday, redemption and accrued interest are payable on the immediately previous working day.
5.2.5 Additional covenants:
(i) Default in payment: In case of default in payment of Interest and/or principal redemption on the due dates, additional interest of atleast @ 2% p.a. over the Interest will be payable by the Issuer for the defaulting period (ii) Delay in listing: In case of delay in listing of the debt securities beyond 20 days from the Deemed Date of Allotment, the Issuer will pay penal interest of atleast 1% p.a. over the Coupon from the expiry of 30 days from the Deemed Date of Allotment till the listing of such debt securities to the Invited Eligible Investor. (iii) Delay in execution of the debenture trust deed: In case the Issuer fails to execute the trust deed within the period specified in the sub-regulation (1) of SEBI Regulation 15, without prejudice to any liability arising on account of violation of the provisions of the SEBI Act 1992 and the SEBI Regulations, the Issuer shall also pay interest of at least 2% per annum to the Invited Eligible Investor, over and above the agreed Yield, till the execution of the trust deed.
5.2.6 Disclosures pertaining to willful default
(i) In case of listing of debt securities made on private placement, the following disclosures shall be made: (a) Name of the bank declaring the entity as a wilful defaulter - NA;
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(b) The year in which the entity is declared as a wilful defaulter - NA; (c) Outstanding amount when the entity is declared as a wilful defaulter - NA; (d) Name of the entity declared as a wilful defaulter - NA; (e) Steps taken, if any, for the removal from the list of wilful defaulters - NA; (f) Other disclosures, as deemed fit by the issuer in order to enable investors to take informed decisions - NA; (g) Any other disclosure as specified by the Board - NA.
(ii) Neither the Issuer nor any of its promoters or directors is a wilful defaulter.
5.3 UNDERTAKING TO USE A COMMON FORM OF TRANSFER
The normal procedure followed for transfer of securities held in dematerialized form shall be followed for transfer of these Debentures held in electronic form. The seller should give delivery instructions containing detail of the buyer’s DP account to his DP. The issuer undertakes that there will be common transfer form/ procedure for transfer of Debentures.
5.4 OTHER INFORMATION AND ISSUE PROCEDURE
The Debentures being offered as part of the Issue are subject to the provisions of the Act, the Memorandum and Articles of the Issuer, the terms of this Information Memorandum, the Application Form and other terms and conditions as may be incorporated in the Debenture Trust Deed and the other Transaction Documents.
5.4.1 Issue Procedure
Who can apply
All Invited Eligible Investors are eligible to apply for this private placement of Debentures.
The registration /enrolment process for the Eligible Investors must be guided by SEBI Circular No. SEBI/HO/DDHS/CIR/P/2018/05 dated January 05, 2018 any other amendments thereafter read with the operating guidelines for issuance of securities on a private placement basis through an electronic book mechanism issued by BSE vide their Notice No. 20180928-24 dated September 28, 2018 and / or any subsequent guidelines as may be issued by BSE from time to time, in this regard (the “EBP Mechanism Guidelines”). All Invited Eligible Investors will have access to this Information Memorandum and other issue specific information uploaded by the Issuer on the BSE-EBP. No other person may apply.
The Issue will be open for bidding for the Issue for the duration of the bidding window that would be communicated through the Issuer’s bidding announcement on the BSE – EBP Platform, at least 1 (one) working day before the start of the Issue Open Date.
Nothing in this Information Memorandum shall constitute and/ or be deemed to constitute an offer or an invitation to an offer, to be made to the public or any section thereof through this Information Memorandum and this Information Memorandum and its contents should not be construed to be a prospectus or a statement in lieu of prospectus under the Act.
This Information Memorandum and the contents hereof are restricted for only the intended Invited
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Eligible Investor(s) and only such Invited Eligible Investors when specifically and directly addressed by a communication from the Issuer, inviting them to subscribe to the Debentures/ offering to issue Debentures to them on a private placement basis are eligible to subscribe to the Debentures. The Invited Eligible Investors must make their own independent evaluation and judgment regarding their eligibility to invest in the Debentures offered herein.
Note: Participation by Invited Eligible Investors in the Issue may be subject to statutory and/or regulatory requirements applicable to such Invited Eligible Investors in connection with subscription to Indian securities by such categories of persons or entities. Applicants are advised to ensure that they comply with all regulatory requirements/ guidelines applicable to them for investing in the Debentures, including exchange controls and other requirements. Applicants ought to seek independent legal and regulatory advice in relation to the laws applicable to them.
Attention of the Invited Eligible Investors is specifically drawn to the provisions of sub-section (1) of Section 38 of the Act which is reproduced below:
“Any person who, either knowingly or recklessly makes any statement, promise or forecast which is false, deceptive or misleading, or deliberately conceals any material facts, to induce another person to enter into, or to offer to enter into,—
(a) any agreement for, or with a view to, acquiring, disposing of, subscribing for, or underwriting securities; or (b) any agreement, the purpose or the pretended purpose of which is to secure a profit to any of the parties from the yield of securities or by reference to fluctuations in the value of securities; or (c) any agreement for, or with a view to obtaining credit facilities from any bank or financial institution; shall be liable for action under section 447.”
How to apply
This being a private placement Issue, the Invited Eligible Investors who have been addressed through this communication directly are eligible to apply by bidding for the Issue on the BSE-EBP by entering the bid amount in Rupees (INR) and coupon/ yield in basis points (bps) i.e. up to four decimal places (in case the issue is a cut off yield based issue), during the period commencing on the Issue/ Bid Opening Time on the Issue/Bid Opening Date and ending on the Issue/ Bid Closing Time on the Issue/Bid Closing Date. A bidder will only be able to enter in the amount if it is a fixed rate issue and fixed price issue. The minimum number of Debentures that can be applied for and the multiples thereof will be as set out by the Issuer at the time of initiation of the Issue on the BSE- EBP. No bidding can be made for a fraction of a Debenture.
Multiple bids by a bidder are permitted. Multiple bids by an Arranger is allowed where each bid is on behalf of different investor(s). Arranger(s) can put multiple bids for same investor provided the total of all bids entered is not equal to or more than INR.15 crores or 5% of the base issue size, whichever is lower
Bid modification is allowed during the bidding period. In last 10 minutes of the bidding period,
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Private & Confidential – For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus) revision is allowed only to improve the coupon / yield (in case the issue is a cut off yield based issue) and upward revision in terms of bid amount. Bid cancellation is not permitted in the last 10 minutes of the bidding period.
For further details in relation to the bidding, pre-bidding and post bidding procedure, Invited Eligible Investors should refer to the EBP Mechanism Guidelines.
Manner of Bidding
The Issue will be through open bidding on the BSE-EBP in line with the EBP Mechanism Guidelines.
Manner of Allotment in the Issue
The Issue will be on a uniform yield allotment.
Provisional Allocation of Debentures to be Allotted
Post completion of bidding process, if the Issuer decides to accept and proceed with the Issue, the Arrangers and the Invited Eligible Investors will be able to view the provisional allocation of the Debentures of their respective bid in the allocation report on the BSE–EBP (“Successful Invited Eligible Investors”).
If the Issue (for a fixed rate issue) is over-subscribed, the Debentures will be allotted on time priority basis in line with the EBP Mechanism Guidelines, in the following manner:
Bidding Scenario Allotment First case scenario Yield priority Where two or more bids are at the same yield Time-priority basis Where two or more bids have the same yield and time Pro-rata basis
Submission of completed Application Form
Post the provisional allocation of the Debentures, the Successful Invited Eligible Investors must submit the Application Form for the Debentures in the prescribed format in block letters in English as per the instructions contained therein. Application Forms should be duly completed in all respects and must be accompanied by the bank account details of the Successful Invited Eligible Investors and the magnetic ink character reader code of the bank for the purpose of availing direct credit of all amounts payable to the Debenture Holder(s) through electronic transfer of funds or RTGS. All duly completed Application Forms should be scanned and emailed to the Issuer alongwith all the relevant documents (as specified below) on the Issue Closing Date and forthwith followed by the original Application Form to the correspondence office of the Issuer but no later than 15 (fifteen) days from the Issue Closing Date. An Application Form, which is not complete in all respects, shall be liable to be rejected.
Documents to be provided by applicants along with the duly completed Application Form
Applicants need to submit the certified true copies of the following documentation alongwith the Application Form, as applicable:
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Memorandum of association and articles of association / documents governing constitution; Resolution authorising investment, if applicable; Certified true copy of the power of attorney/ relevant resolution/ authority to make application; Specimen signatures of the authorised signatories; SEBI registration certificate (for applicants who are registered with the SEBI); and Copy of PAN card issued by the Income Tax Department;
PAN Number
Every applicant should mention its Permanent Account Number (PAN) allotted under Tax Act, on the Application Form and attach a self-attested copy as evidence. Applications without PAN will be considered incomplete and are liable to be rejected.
Applications under power of attorney
A certified true copy of the power of attorney or the relevant authority as the case may be along with the names and specimen signature(s) of all the authorized signatories and the tax exemption certificate/ document, if any, must be lodged along with the submission of the completed Application Form. Further modifications/ additions in the power of attorney or authority should be notified to the Issuer or to its agents or to such other person(s) at such other address(es) as may be specified by the Issuer from time to time through a suitable communication.
In case of an application made by companies under a power of attorney or resolution or authority, a certified true copy thereof along with memorandum of association and articles of association and/ or bye- laws along with other constitutional documents must be attached to the Application Form at the time of making the application, failing which, the Issuer reserves the full, unqualified and absolute right to accept or reject any application in whole or in part and in either case without assigning any reason thereto. Names and specimen signatures of all the authorized signatories must also be lodged along with the submission of the completed application.
Issue Closing Date and Time
The Issue shall close on such date and time as shall be specified as the “Issue/ Bid Closing Date” and the “Issue/ Bid Closing Time”.
Pay-In Date
Successful Invited Eligible Investors will be required to remit the funds for subscription towards the Debentures that have been allocated to them on the Pay-In Date.
Payment Instructions
On the Pay-In Date, the Successful Invited Eligible Investors must remit/ transfer in full, monies for subscription to the Debentures allocated to them by electronic transfer of funds/ RTGS from the bank account(s) registered with the BSE–EBP to the bank account of the Indian Clearing Corporation Limited on or before 10:30 AM (“Pay-in time”). Funds for the allocation of the Debentures for bids made by an Arranger on behalf of the Successful Invited Eligible Investors
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Private & Confidential – For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus) must also be made from the bank account of such eligible participants. Successful Invited Eligible Investors should ensure to make payment of the subscription amount for the Debentures by from the Pay-in Time from their same bank account which is registered/ updated by them in the BSE - EBP. In case of mismatch in the bank account details between BSE - EBP and the bank account from which payment is done by the successful bidder, it will lead to cancellation of the bid.
The entire amount of INR 10,00,000/- per Debenture is payable on the Pay-In Date.
Settlement Cycle
T+1 Day (where T day is the bidding session)
Deemed Date of Allotment
Deemed Date of Allotment for the Issue is the Pay-In Date, by which date the Depositories (on the instruction of the Issuer) will be crediting the Debentures to the demat account of the Successful Invited Eligible Investors. All the benefits under the Debentures will accrue to the Debenture Holder(s) from the Deemed Date of Allotment.
Allotment
Upon final allocation by the Issuer, the Issuer or the Registrar on behalf of the Issue shall instruct the Depositories on the Pay-In Date, and the Depositories shall accordingly credit the allocated Debentures to the demat account of the Successful Invited Eligible Investors subject to EBP Mechanism Guidelines.
Issue Programme
Issue Opening Date: 29 May 2020 Issue Closing Date: 29 May 2020 Pay-In Date: 1 June 2020 Deemed Date of Allotment: The same date as the Pay-In Date
Depository Arrangements
The Issuer has made necessary arrangements with the Depository for issue and holding of Debentures in dematerialised form.
Debentures held in Dematerialised form
The Issuer shall procure that the relevant Debentures are credited in dematerialised form to the depository participant account of each Debenture Holder on the Deemed Date of Allotment.
List of Beneficiaries
In relation to each payment/ repayment made by the Issuer to the Debenture Holders, the Issuer shall request the Depository to provide (or shall otherwise cause to be procured from the Depository) a list of beneficiaries of the Debentures as at the end of each Record Date. The relevant payment/ repayment shall be made by the Issuer to persons named as the beneficial holders of the Debentures
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on the relevant Record Date.
Trustee for the Debenture Holder(s)
The Issuer has appointed Axis Trustee Services Limited to act as trustee for the Debenture Holder(s). The Issuer and the Debenture Trustee shall execute a Debenture Trust Deed inter alia, specifying the powers, authorities and obligations of the Debenture Trustee and the Issuer. The Debenture Holder(s) shall, without further act or deed, be deemed to have irrevocably given their consent to the Debenture Trustee and any of its agents or authorized officials to do all such acts, deeds, matters and things in respect of or relating to the Debentures as the Debenture Trustee may in its absolute discretion deem necessary or require to be done in the interest of the Debenture Holder(s), subject to the terms and conditions of, and in accordance with, the Debenture Trust Deed. The Debenture Trustee will protect the interest of the Debenture Holder(s) with regard to repayment of principal, interest, and all other amounts payable by the Issuer under or in connection with the Debentures and will take necessary action in this regard, subject to and in accordance with the Debenture Trust Deed, at the reasonable cost of the Issuer. The Debenture Trust Deed shall more specifically set out rights and remedies of the Debenture Holders and the manner of enforcement thereof.
Consent letter from Debenture Trustee is attached as Annexure 3.
Rating Letter
CARE Ratings Limited letter dated 25th May 2020 providing a rating of A+ to the Debentures issued/to be issued by the Issuer under this document. The rating letter is attached as Annexure 2.
Right to accept or reject Bids
The Issuer is entitled at its sole and absolute discretion to accept or withdraw the Issue after the bidding closure, without assigning any reason including if the Issuer is unable to receive the bids upto base issue size, the Invited Eligible Investor has defaulted in payment towards the allotment within the stipulated timeframe, cutoff yield in the Issue is higher than the estimated cutoff yield disclosed to the BSE-EBP, where the base issue size is fully subscribed (in case of cut off yield issue).
Refunds
If the Issuer chooses not to go ahead with the Issue and calls off the Issue, the Indian Clearing Corporation Limited will return the funds collected from Successful Invited Eligible Investors within 1 (one) Business Day from the Deemed Date of Allotment.
5.4.2 Sharing of Information
The Issuer may, at its option, but subject to Applicable Laws, use on its own, as well as exchange, share or part with any financial or other information about the Debenture Holder(s) available with the Issuer, with its subsidiaries and affiliates and other banks, financial institutions, credit bureaus, agencies, statutory bodies, as may be required and neither the Issuer nor its subsidiaries and affiliates nor their agents shall be liable for use of the aforesaid information.
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5.4.3 Debenture Holder not a Shareholder
The Debenture Holder(s) will not be entitled to any of the rights and privileges available to members of the Issuer. The Debentures shall not confer upon the Debenture Holder(s) the right to receive notice(s) or to attend and to vote at any general meeting(s) of the shareholders of the Issuer.
5.4.4 Splitting and Consolidation
Splitting and consolidation of the Debentures is not applicable in the demat mode form since the saleable lot is one Debenture.
5.4.5 Notices
Any communication to be made to the Debenture Holder(s) or the Issuer shall be made in writing and, unless otherwise stated, shall be made by either fax or electronic mail.
To the Issuer: Address: S. P. Centre, 41/44, Minoo Desai Marg, Colaba, Mumbai - 400 005, India Attention: Roshen M Nenin/Yogesh Majithia Fax number: +91 22 6633 8176 Email address: [email protected]
To the Debenture Trustee: Address: The Ruby, 2nd Floor, SW, 29 Senapati Bapat Marg, Dadar West, Mumbai- 400 028 Attention: Mr. Anil Grover, Deputy General Manager Fax number: +022-6230-0700 Email address: [email protected]
Any communication or document made or delivered by one person to another under or in connection with this Deed will only be effective:
(a) if sent by fax before 5 p.m. on a working day in the place to which it is sent, when sent or, if sent by fax at any other time, at 9 a.m. on the next working day in that place, provided, in each case, that the person sending the fax shall have received a transmission receipt; (b) if by way of letter, when it has been left at the relevant address before 5 p.m. on a working day in the place to which it is sent, when sent or, if sent at any other time, at 9 a.m. on the next working day in that place or 5 Business Days after being deposited in the post postage prepaid in an envelope addressed to it at that address; (c) if by way of electronic mail sent by a Debenture Holder or the Debenture Trustee to any person, when sent by the Debenture Holder or Debenture Trustee (as the case may be) unless the Debenture Holder or Debenture Trustee (as the case may be) receives a message indicating failed delivery; and (d) if by way of electronic mail sent by any person other than a Debenture Holder or the Debenture Trustee, when actually received in readable form by the Debenture Holder or the Debenture Trustee (as the case may be) and then only if it is addressed in such a manner as the Debenture Holder or Debenture Trustee (as the case may be) shall specify for this purpose,
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and if it is expressly marked for the attention of the department or officer identified
5.4.6 Mode of Transfer/ Transmission of Debentures
Except to the Persons forming part of the Negative List, the Debentures shall be transferable freely to all classes of Eligible Investors subject to and in accordance with the applicable provisions of the Act and other Applicable Laws and in the manner provided in the Debenture Trust Deed. The Debentures held in dematerialised form shall be transferred subject to and in accordance with the rules/ procedures as prescribed by the Depository and the relevant depository participant’s of the transferor or transferee.
It may be noted that subject to Applicable Law, the Debentures would be issued and traded in dematerialised form only.
5.4.7 Purchase and Sale of Debentures by the Issuer
The Issuer may, at any time and from time to time, purchase Debentures at the price available in the debt market in accordance with Applicable Laws. Such Debentures may, at the option of the Issuer, be cancelled, held or reissued at such a price and on such terms and conditions as the Issuer may deem fit and as permitted by Applicable Law.
5.4.8 Effect of Holidays
Should any of the dates defined above or elsewhere in this Information Memorandum, fall on day which is not a Business Day, unless otherwise set forth in the Debenture Trust Deed, the next Business Day shall be considered as the effective date(s). In case any Record Date falls on a day which is not a Business Day, the immediately preceding Business Day shall be the Record Date.
5.4.9 Tax Deduction at Source
All payments to be made by the Issuer to the Debenture Holders under or in connection with the Debentures shall be made free and clear of and without any tax deduction unless the Issuer is required by Applicable Law to make a tax deduction on any amount payable by the Issuer to any Debenture Holder, in which case the amount payable by the Issuer in respect of which such tax deduction is required to be made shall be in the case of Debenture Holder not resident in India increased to the extent necessary to ensure that, after the making of the required tax deduction by the Issuer, such Debenture Holder receives and retains (free from any liability in respect of such tax deduction) a net sum equal to the sum which it would have received and so retained had no such tax deduction been made or been required.
As per the amended provisions of the Tax Act, with effect from June 1, 2008, no tax is deductible at source from the amount of interest payable on any listed dematerialised security. Consequently, if the Debentures are listed on the BSE, tax will be deductible at source on the payment/ credit of interest on these Debentures after the Debentures are listed except for FPIs.
In the event the Issuer is required to make a tax deduction, the Issuer shall deposit the amount of any tax deduction made by the Issuer on any amount paid by the Issuer to a Debenture Holder with the income tax authorities in accordance with the Tax Act.
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The Issuer shall deliver the relevant tax deduction certificate to the relevant Debenture Holder in the format and within the time prescribed under the Tax Act (and the rules made thereunder).
5.4.10 Redemption and Discharge/ Repayment Amount
Payments of the Redemption Amount in respect of a Debenture, shall be made by way of credit to the name of the Debenture Holder whose name appears first, on the list of beneficial owners of the Debentures maintained by the Depository, as the beneficial owner of such Debenture as on the Record Date applicable to such payment, in accordance with the payment instructions of that Debenture Holder provided by the Depository to the Issuer. A Debenture shall be taken as discharged and redeemed upon payment by the Issuer of the whole of the Redemption Amount on such Debenture in accordance with the Debenture Trust Deed.
Payment of the whole of the Redemption Amount and all other amounts payable under the Debenture Trust Deed as contemplated therein in relation to a Debenture will be a legal discharge of the liability of the Issuer towards the relevant Debenture Holder in respect of the Redemption Amount on that Debenture. On payment of the Redemption Amount on any Debenture being made in full, the Issuer will inform the Depository and accordingly the account of the relevant Debenture Holder with the Depository shall be appropriately adjusted.
5.4.11 Governing Law
The Debentures are governed by and shall be construed in accordance with Indian law. Any dispute arising will be subject to the exclusive jurisdiction of the courts and tribunals at New Delhi.
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Private & Confidential – For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
DECLARATION
The Issuer undertakes that this Information Memorandum contains full disclosures in accordance with the SEBI Regulations.
The Issuer also confirms that this Information Memorandum does not omit disclosure of any material fact which may make the statements made therein, in light of the circumstances under which they are made, misleading. This Information Memorandum also does not contain any false or misleading statement.
The Issuer accepts no responsibility for the statement made otherwise than in this Information Memorandum or in any other material issued by or at the instance of the Issuer and that anyone placing reliance on any other source of information would be doing so at his own risk.
For SHAPOORJI PALLONJI AND COMPANY PRIVATE LIMITED.
______Authorized Signatory Date: 27th May 2020 Place: Mumbai
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Private & Confidential – For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
DECLARATION BY THE DIRECTORS a. the Company has complied with the provisions of the Companies Act, 2013 and the rules made thereunder; b. the compliance with the Companies Act, 2013 and the rules does not imply that payment of dividend or interest or repayment of debentures, if applicable, is guaranteed by the central government; c. the monies received under the offer shall be used only for the purposes and objects indicated in this Information Memorandum.
I am authorized by the Board of Directors of the Company vide resolution dated 7th May 2020 to sign this form and declare that all the requirements of Companies Act, 2013 and the rules made thereunder in respect of the subject matter of this form and matters incidental thereto have been complied with. Whatever is stated in this form and in the attachments thereto is true, correct and complete and no information material to the subject matter of this form has been suppressed or concealed and is as per the original records maintained by the promoters subscribing to the Memorandum of Association and Articles of Association.
It is further declared and verified that all the required attachments have been completely, correctly and legibly attached to this Information Memorandum.
For SHAPOORJI PALLONJI AND COMPANY PRIVATE LIMITED
______Authorised Signatory Date: 27th May 2020 Place: Mumbai
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Private & Confidential – For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
ANNEXURE 1: Abridged version of Audited Consolidated (wherever available) and Standalone Financial Information for last 3 years
Please refer to Annexure 1
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Private & Confidential – For Private Circulation Only (This Information Memorandum is neither a Prospectus nor a Statement in Lieu of Prospectus)
ANNEXURE 2: Rating Letter
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ANNEXURE 3: Consent Letter from Debenture Trustee
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ANNEXURE 4: Application Form
SHAPOORJI PALLONJI AND COMPANY PRIVATE LIMITED Registered Office: 70, Nagindas Master Road, Fort, Mumbai – 400023 Correspondence Office: S. P. Centre, 41/44; Minoo Desai Marg, Colaba, Mumbai 400 005 Tel. No.: 022 67490000; Fax: 022 66338176
APPLICATION FORM FOR PRIVATE PLACEMENT OF NON-CONVERTIBLE DEBENTURES ("Debentures")
ISSUE OPENS ON: 29May 2020
CLOSING ON Issue Closing Date (Please see definition of ‘Issue Closing Date’ under Clause 5.2.3 “Summary term sheet including information pertaining to the Debentures)
Date of Application
Dear Sirs,
Having read and understood the contents of the Information Memorandum dated 27 May 2020 (the “Information Memorandum”), I/ we apply for allotment to me/ us of the rated, listed, redeemable, non-convertible debentures (“Debentures”) provisionally allocated to me/us pursuant to the bidding for the Issue on the BSE-EBP, being issued pursuant to the Information Memorandum, as hereinafter set forth in this Application Form. We shall remit the amount payable on application as shown below.
On Allotment, please place my/ our name(s) on the Register of Debenture Holders under the issue. I/ We bind myself/ ourselves by the terms and conditions as contained in the Information Memorandum.
(A) DEBENTURES APPLIED FOR (INR 1,000,000/- per Debenture)
(B) PARTICULARS OF DP ID
DP ID No. Client ID No.
(C) TAX STATUS OF APPLICANT (please tick one)
Non-Exempt Exempt under: Self-Declaration Statute Certificate from IT Authority
(D) APPLICANT’S STATUS
We apply as (tick whichever is applicable)
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Company incorporated in India Commercial bank incorporated in India Qualified Institutional Buyer Financial institution (that is a company incorporated in India) SEBI registered foreign institutional investor SEBI registered foreign portfolio investor SEBI registered mutual fund
(E) APPLICANT’S NAME
(F) APPLICANT’S ADDRESS AND CONTACT DETAILS
Pin: Telephone: Fax: E-mail: Name: Designation: Telephone: Fax:
(G) AUTHORISED SIGNATORIES
Name of the Authorized Designation Signature Signatory(ies)
(H) PAN DETAILS
Tax payer’s PAN or GIR No. if allotted: IT Circle/Ward/ District
(I) PAYMENT DETAILS
Bank Name: Bank Branch: Nature of Account: Account Number: IFSC/ NEFT Code:
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SHAPOORJI PALLONJI AND COMPANY PRIVATE LIMITED Registered Office: 70, Nagindas Master Road, Fort, Mumbai – 400023 Correspondence Office: S. P. Centre, 41/44; Minoo Desai Marg, Colaba, Mumbai 400 005 APPLICATION FORM FOR PRIVATE PLACEMENT OF NON CONVERTIBLE DEBENTURES (To be filled by the Applicant) ACKNOWLEDGEMENT SLIP Received from ______an application for ______Debentures Address______
______
INSTRUCTIONS
1. Application Forms must be completed in full BLOCK LETTERS IN ENGLISH except in case of signature. Application Forms which are not complete in every respect are liable to be rejected.
2. On the Pay-In Date, payments must be made by electronic transfer of funds/ RTGS to the bank account of the Indian Clearing Corporation Limited on or before 1:00 PM as per the following details:
(1) ICICI Bank : Beneficiary Name: Indian Clearing Corporation Ltd. Account Number: ICCLEB IFSC Code : ICIC0000106 Mode: NEFT/RTGS
OR
(2) YES Bank: Beneficiary Name: Indian Clearing Corporation Ltd. Account Number: ICCLEB IFSC Code : YESB0CMSNOC Mode: NEFT/RTGS]
In cases of PF Pension Fund, Gratuity Fund etc., exemption from TDS shall be granted against Income Tax Recognition Certificate granted by Income Tax Authorities.
3. The original Application Form along with relevant documents should be forwarded to the Correspondence Office of the Issuer to the attention of Ms. Roshen Nentin/ Mr. Yogesh Majithia along with a copy sent by email and marked to [email protected]. A copy of PAN Card must accompany the Application Form.
4. In the case of application made under power of attorney or by limited companies, corporate bodies etc., following documents (attested by Company Secretary/ Directors) must be lodged along with the application or sent directly to the Issuer at its Correspondence Office to the attention of Ms. Roshen Nentin/ Mr. Yogesh Majithia along with a copy of the same sent by email and marked to [email protected], along with a copy of the Application Form
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(a) Certificate of incorporation and memorandum of association and articles of association; (b) Resolution of the board of directors and identification of those who have authority to operate; (c) Power of attorney granted to its managers, officers or employees to transact business on its behalf; (d) Any officially valid document to identify those holding power of attorney; (e) Resolution of managing body; (f) Certificate of registration; (g) Telephone bill; (h) PAN (otherwise exemption certificate by IT authorities).
5. The attention of applicants is drawn to Sub-Section (i) of Section 38 of the Act, which is reproduced below:
“Any person who
(a) makes or abets making of an application in a fictitious name to a company for acquiring any shares therein; or
(b) makes or abets making of multiple applications to a company in different names or in different combinations of his name or surname for acquiring or subscribing for its securities; or
(c) otherwise induces directly or indirectly a company to allot or register any transfer of securities to him, or any other person in a fictitious name,
shall be liable for action under section 447.”
6. The applicant represents and confirms that it has understood the terms and conditions of the Debentures and is authorised and eligible to invest in the same perform any obligations related to such investment.
INTERPRETATION
Capitalised words and expressions used in this Application Form but not defined herein, shall have the respective meanings given to them under “Definitions and Abbreviations” in the Information Memorandum.
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