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Dated: July 25, 2014 Disclosure Document Private & Confidential – For Private Circulation Only Dated: 20th January 2020 (For the Addressee only) Serial No: 01202002 (THIS DISCLOSURE DOCUMENT IS NEITHER A PROSPECTUS NOR A STATEMENT IN LIEU OF PROSPECTUS. THIS DISCLOSURE DOCUMENT PREPARED IN CONFORMITY WITH SECTION 42 OF THE COMPANIES ACT, 2013 AND THE COMPANIES (PROSPECTUS AND ALLOTMENT OF SECURITIES) RULES, 2014.) PIRAMAL ENTERPRISES LIMITED (Originally incorporated as Indian Schering Limited on April 26, 1947. The Company’s name was changed to Nicholas Laboratories India Limited on September 27, 1979 and subsequently to Nicholas Piramal India Limited on December 02, 1992 and again changed to Piramal Healthcare Limited on May 13, 2008. The name was further changed to the present name “Piramal Enterprises Limited” with effect from 31st July, 2012) Registered Office Piramal Ananta, Agastya Corporate Park, Opposite Fire Brigade, Kamani Junction, LBS Marg, Kurla (West), Mumbai 400 070 Tel: + 91 22 3802 3000/4000; Fax: + 91 22 3802 3084 CIN: L24110MH1947PLC005719; Website: www.piramal.com ISSUE OF SECURED, RATED, LISTED, REDEEMABLE NON-CONVERTIBLE DEBENTURES UP TO RS. 300 CRORES (RUPEES THREE HUNDRED CRORES ONLY) EACH HAVING A FACE VALUE OF RS. 10,00,000/- (RUPEES TEN LAKHS ONLY) IN DEMATERIALISED FORM, ON A PRIVATE PLACEMENT BASIS (HEREINAFTER REFERRED TO AS “DEBENTURES”) (THE “ISSUE”) THIS DISCLOSURE DOCUMENT (HEREINAFTER REFERRED TO AS THE “DISCLOSURE DOCUMENT” OR “DD”) IS PREPARED IN ACCORDANCE WITH THE TERMS OF SECTION 42 OF THE COMPANIES ACT, 2013 AND THE COMPANIES (PROSPECTUS AND ALLOTMENT OF SECURITIES) RULES, 2014.) AS AMENDED FROM TIME TO TIME AS APPLICABLE FOR PRIVATE PLACEMENT OF DEBENTURES. THIS DISCLOSURE DOCUMENT IS NEITHER A PROSPECTUS NOR A STATEMENT IN LIEU OF PROSPECTUS AND DOES NOT CONSTITUTE AN OFFER TO THE PUBLIC GENERALLY TO SUBSCRIBE FOR OR OTHERWISE ACQUIRE THE DEBENTURES TO BE ISSUED BY THE ISSUER. GENERAL RISKS Investment in debt and debt related securities involve a degree of risk and investors should not invest any funds in the debt instruments, unless they can afford to take the risks attached to such investments. Investors are advised to take informed decision before taking an investment decision in relation to this Issue. For taking an investment decision the investors must rely on their examination of the Company, this Disclosure Document issued in pursuance hereof and the Issue including the risks involved. The Issue of Debentures has not been recommended or approved by Securities & Exchange Board of India (SEBI) nor does SEBI guarantee the accuracy or adequacy of this Disclosure Document. These risks are not, and are not intended to be, a complete list of all risks and considerations relevant to the Debentures or investor’s decision to purchase the Debentures. ISSUER’S ABSOLUTE RESPONSIBILITY The Issuer, having made all reasonable inquiries, accepts responsibility for and confirms, that the information contained in this Disclosure Document contains all the information with regard to the Issuer and the Issue which is material in the context of the issue and as required under Section 42 of the Companies Act, 2013 and the Companies (Prospectus and Allotment of Securities) Rules, 2014, as amended and that this and that the information contained in this Disclosure Document is true and correct in all material respects and is not misleading in any material respect, that the opinions and intentions expressed herein are honestly held and that there are no other facts, the omission of which makes this Disclosure Document as a whole or any of such information or the expression of any such opinions or intentions misleading in any material respect. CREDIT RATING The Debentures have a long term rating. The rating is not a recommendation to buy, sell or hold securities and investors should take their own decision. The rating may be subject to revision or withdrawal at any time by the assigning rating agency and each rating should be evaluated independently of any other rating. The Rating Agency has a right to suspend or withdraw the rating at any time on the basis of factors such as new information or unavailability of information or any other circumstances, which it believes may have an impact. Please refer to Annexure 1 of this Disclosure Document for the letter dated 1 Disclosure Document Private & Confidential – For Private Circulation Only from the Rating Agency assigning the credit rating abovementioned and the rating rationale adopted for the aforesaid rating. LISTING Unlisted This Disclosure Document is dated 20th January 2020 Debenture Trustee Registrar & Transfer Agent Link Intime India Private Limited IDBI Trusteeship Services Limited C-101, 247 Park, LBS Marg, Vikhroli(West), Asian Building, Ground Floor, Mumbai – 400083. 17, R. Kamani Marg, Ballard Estate, Mumbai – 400 001. Tel: +91 22 49186000 Tel: +91 022 4080 7007 Fax: +9122 49186060 Fax: +91 022 6631 1776 Email:[email protected] Email id: [email protected] Website: www.linkintime.co.in Website: http://www.idbitrustee.com Contact Person: Mr. Ganesh Jadhav Contact Person: Ms. Anjalee Athalye Auditors Company Secretary & Compliance Officer M/s. Deloitte Haskins & Sells LLP Bipin Singh Indiabulls Finance Centre, Tower 3, 27th -32nd Floor, Company Secretary Senapati Bapat Marg, Elphinstone Road (West), Mumbai- Piramal Agastya Corporate Park, B-wing, Ground Floor, 400013 Opposite Fire Brigade, Kamani Junction, Kurla (West), Mumbai, Maharashtra Email: [email protected] Direct +91-22- 3802 3083 Tel: +91-22-6185 4000 Fax: - [email protected] Contact person: Mukesh Jain ISSUE SCHEDULE Issue Opening Date 20th January 2020 Issue Closing Date 20th January 2020 Deemed Date of Allotment 21st January 2020 2 Disclosure Document Private & Confidential – For Private Circulation Only PART A DEFINITIONS/ABBREVIATIONS Act The Companies Act, 2013 Allot/Allotment/Allotted Unless the context otherwise requires or implies, the allotment of the Debentures pursuant to the Issue. Applicable Law Any statute, national, state, provincial, local, municipal, foreign, international, multinational or other law, treaty, code, regulation, ordinance, rule, judgment, order, decree, bye-law, approval of any governmental authority, directive, guideline, policy, requirement or other governmental restriction or any similar form of decision of or determination by, or any interpretation or administration having the force of law of any of the foregoing by any governmental authority having jurisdiction over the matter in question, whether in effect as of the date of this Disclosure Document or at any time thereafter. Application Form The form in which an investor can apply for subscription to the NCDs. Board Board of Directors of the Company or any committee formed by the Board of Directors of the Company. Business Days Means any day on which the money market is functioning in Mumbai, India and banks are open for general business in Mumbai (other than a public holiday under Section 25 of the Negotiable Instruments Act, 1881 at Mumbai, India or a Saturday or Sunday). CARE CARE Ratings Limited CDSL Central Depository Services (India) Limited. Company /Issuer Piramal Enterprises Limited, a company incorporated under the Act with corporate identity number L24110MH1947PLC005719 and having its registered office at Piramal Ananta, Agastya Corporate Park, Opposite Fire Brigade, Kamani Junction, LBS Marg, Kurla (West), Mumbai 400 070. Credit Rating Agency(ies) CARE Ratings Limited Crore 1 Crore = 10 million. Debenture Holder(s) The 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. Debenture Trustee The trustee for the Debenture Holder(s), in this case being Debentures/NCDs Issue of Secured, Rated, Listed, Redeemable Non-Convertible Debentures each having a face value of Rs. 10,00,000/-, (Rupees Ten Lakhs Only) of the aggregate amount of Rs 300 crores (Rupees Three Hundred Crores only) Debenture Trust Deed The Debenture Trust Deed dated entered into between the Company, PHL FinInvest and the Debenture Trustee Debenture Trustee Agreement The Debenture Trustee Agreement dated entered into between the Company and IDBI Trusteeship Services Limited Deemed Date of Allotment 21st January 2020 Default Interest Means, for any period, the amount of interest payable upon the occurrence of an Event of Default calculated at the Default Interest Rate. Default Interest Rate Means Coupon Rate plus 2% per annum. Depository(ies) NSDL and/or CDSL. Disclosure Document / DD This Disclosure Document dated for private placement of the Debentures, as the same may be amended and supplemented from time to time. Due Date Any date on which the Debenture Holders of the Debentures are entitled to any payments, whether towards coupon/redemption premium or repayment of the principal amounts due in respect of the Debentures. Early Redemption Amount ‘Early Redemption Amount’ has the meaning given to it in the Debenture Trust Deed. Early Redemption Date Means any date prior to the Final Redemption Date on which any Debentures are required to be redeemed in accordance with this Debenture Trust Deed 3 Disclosure Document Private & Confidential – For Private Circulation Only Eligible Loans ’Eligible Loans’ shall have the meaning given to it in the Debenture Trust Deed. Encumbrances ‘Encumbrances ‘ shall have the meaning given to it in the Debenture Trust Deed Entire Issuance Issue of secured, listed, rated, redeemable, non-convertible debentures at a face value of Rs.10,00,000/- each, with marketable lot of one debenture for cash aggregating to the amount as mentioned in the Debenture Trustee Agreement and to be issued on a private placement basis, pursuant to the Debenture Trust Deed from time to time. I.T. Act The Income-tax Act, 1961 (as amended, modified and/or supplemented from time to time). Interest In respect of a Debenture for an interest period, the amount of interest payable on the Nominal Value at the Interest Rate / Coupon Rate. Interest / Coupon Rate 9.00% per annum Investor Any person who subscribes to this Issue.
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