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WELSPUN ENTERPRISES LIMITED Address: Welspun City, Village Versamedi, Taluka Anjar, Dist

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WELSPUN ENTERPRISES LIMITED Address: Welspun City, Village Versamedi, Taluka Anjar, Dist PRIVATE & CONFIDENTIAL – FOR ADDRESSEE ONLY (THIS DISCLOSURE DOCUMENT CUM PRIVATE PLACEMENT OFFER LETTER IN FORM PAS - 4 (“INFORMATION MEMORANDUM”) IS NEITHER A PROSPECTUS NOR A STATEMENT IN LIEU OF PROSPECTUS). THIS INFORMATION MEMORANDUM IS PREPARED AND ISSUED IN CONFORMITY WITH SECURITIES AND EXCHANGE BOARD OF INDIA (ISSUE AND LISTING OF DEBT SECURITIES) REGULATIONS, 2008 ISSUED VIDE CIRCULAR NO. LAD-NRO/GN/2008/13/127878 DATED JUNE 06, 2008, AS AMENDED BY SECURITIES AND EXCHANGE BOARD OF INDIA (ISSUE AND LISTING OF DEBT SECURITIES) (AMENDMENT) REGULATIONS, 2012 ISSUED VIDE CIRCULAR NO. LAD-NRO/GN/2012-13/19/5392 DATED OCTOBER 12, 2012 AND CIR/IMD/DF/18/2013 DATED OCTOBER 29, 2013) AND THE SECURITIES AND EXCHANGE BOARD OF INDIA (ISSUE AND LISTING OF DEBT SECURITIES) (AMENDMENT) REGULATIONS, 2014 ISSUED VIDE CIRCULAR NO. LAD-NRO/GN/2013-14/43/207 DATED JANUARY 31, 2014 AND SECURITIES AND EXCHANGE BOARD OF INDIA (ISSUE AND LISTING OF DEBT SECURITIES) (AMENDMENT) REGULATIONS, 2015 ISSUED VIDE CIRCULAR NO. LAD-NRO/GN/2014-15/25/539 DATED MARCH 24, 2015 AND SECURITIES AND EXCHANGE BOARD OF INDIA (ISSUE AND LISTING OF DEBT SECURITIES) (AMENDMENT) REGULATIONS, 2016 ISSUED VIDE CIRCULAR NO SEBI/ LAD-NRO/GN/2016-17/004. DATED 25 MAY 2016 AND SEBI CIRCULAR NO. CIR/IMD/DF-1/122/2016 DATED NOVEMBER 11, 2016 AND SEBI CIRCULAR NO. SEBI/HO/IMD/DF1/CIR/P/2016/140 DATED DECEMBER 23, 2016 SECURITIES AND EXCHANGE BOARD OF INDIA (LISTING OBLIGATIONS AND DISCLOSURE REQUIREMENTS) REGULATIONS, 2015, ISSUED VIDE CIRCULAR NO. SEBI/LAD-NRO/GN/2015-16/013 DATED SEPTEMBER 02 2015 AND SECTION 42 OF THE COMPANIES ACT, 2013 AND THE COMPANIES (PROSPECTUS AND ALLOTMENT OF SECURITIES) RULES, 2014. WELSPUN ENTERPRISES LIMITED Address: Welspun City, Village Versamedi, Taluka Anjar, Dist. Kutch, Gujarat - 370110 Tele No : +91 2836 662222 Fax No : +91 2836 279010Email: [email protected] CIN: L45201GJ1994PLC023920 INFORMATION MEMORANDUM INFORMATION MEMORANDUM FOR PRIVATE PLACEMENT OF 1750 RATED, LISTED, SECURED, REDEEMABLE, TAXABLE, NON-CONVERTIBLE DEBENTURES OF FACE VALUE OF RS. 10.00 LAKH EACH (“DEBENTURES”) FOR CASH AT PAR AGGREGATING UPTO RS. 1,75,00,00,000 (RUPEES ONE HUNDRED SEVENTY FIVE CRORES) (“ISSUE”) BY WELSPUN ENTERPRISES LIMITED (“ISSUER” or “Company”). The Issue of the Debentures described under this Information Memorandum has been authorized by the Issuer through resolutions passed by the shareholders of the Issuer on August 12, 2019 (provided in the Annexure 8), the Board of Directors of the Issuer on May 6, 2020 (provided in the Annexure 7), and the Memorandum and Articles of Association of the Issuer. GENERAL RISK Investment in debt instruments involves a degree of risk and Investors should invest any funds in the Issue only after reading the risk factors in the Information Memorandum carefully including the risk involved. The securities have not been recommended or approved by 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 the 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 make 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 Brickwork Ratings - BWR AA- The Debentures offered through this Information Memorandum are rated by Brickwork Ratings by way of letter dated May 8, 2020 assigning a rating of BWR AA- to the Debentures proposed to be issued by the Issuer pursuant to this Information Memorandum. Rated Instruments with this rating are considered to have high degree of safety regarding timely servicing of financial obligations. Such instruments carry very low credit risk. The above ratings are not recommendation to buy, sell or hold securities and Investors should take their own decision. The ratings may be subject to revision or withdrawal at any time by the assigning rating agencies and each rating should 1 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 or withdraw the rating at any time on the basis of new information etc. LISTING The Debentures are proposed to be listed on the Wholesale Debt Market (“WDM”) Segment of BSE. The Issuer shall comply with the requirements of the listing agreement to the extent applicable to it on a continuous basis. The Issuer intends to use BSE-EBP for this Issue. DEBENTURE TRUSTEE TO THE ISSUE REGISTRAR TO THE ISSUE CATALYST TRUSTEESHIP LIMITED LINK INTIME INDIA PRIVATE th Address : Office No. 83-87, 8 Floor, LIMITED B Wing, Mittal Tower, Nariman Point, Address: C 101, 247 Park, L B S Marg, Mumbai – 400021 Vikhroli West, Mumbai-400 083 Tel : +91-22-49220555 Tel : +91-22-49186000 Fax : +91-22-49220505 Fax : +91-22-49186060 Email : [email protected] Email : [email protected]; Website : www.catalysttrustee.com [email protected] Website: www.linkintime.co.in ISSUE PROGRAMME Issue Opening Date Tuesday, May 26, 2020 Issue Closing Date Tuesday, May 26, 2020 Issue Deemed Date Issue Pay in Date Wednesday May 27, 2020 Wednesday May 27, 2020 of Allotment The Issuer reserves the right to pre pone the Issue earlier from the aforesaid date or post pone the Issue at its sole and absolute discretion without giving any reasons or prior notice. In the event of any change in the above Issue programme, the Issuer will intimate the Investors about the revised Issue programme. Sl.No. INDEX Page No. * DEFINITIONS/ABBREVIATIONS 4 * DISCLAIMER 6 A ISSUER INFORMATION 8 BRIEF SUMMARY OF BUSINESS/ACTIVITIES OF ISSUER AND ITS LINE OF B BUSINESS (i) OVERVIEW 10 (ii) CORPORATE STRUCTURE 12 KEY OPERATIONAL & FINANCIAL PARAMETERS FOR THE LAST 3 YEARS ON (iii) 12 STANDALONE BASIS PROJECT COST AND MEANS OF FINANCING, IN CASE OF FUNDING OF NEW (iv) 13 PROJECTS (v) SUBSIDIARIES 13 BRIEF HISTORY OF ISSUER SINCE INCEPTION, DETAILS OF ACTIVITIES INCLUDING ANY REORGANIZATION, RECONSTRUCTION OR AMALGAMATION, C 14 CHANGES IN CAPITAL STRUCTURE, (AUTHORIZED, ISSUED AND SUBSCRIBED) AND BORROWINGS (i) DETAILS OF SHARE CAPITAL AS ON LAST QUARTER END 14 CHANGES IN ITS CAPITAL STRUCTURE AS ON LAST QUARTER END,FOR THE (ii) 14 LAST FIVE YEARS (iii) EQUITY SHARE CAPITAL HISTORY OF THE COMPANY 15 (iv) DETAILS OF ANY ACQUISITION OR AMALGAMATION IN THE LAST 1 YEAR 15 (v) DETAILS OF ANY REORGANIZATION OR RECONSTRUCTION IN THE LAST 1 16 2 Sl.No. INDEX Page No. YEAR DETAILS OF THE SHAREHOLDING OF THE COMPANY AS ON THE LATEST D 16 QUARTER END (i) SHAREHOLDING PATTERN OF THE COMPANY AS ON LAST QUARTER END 16 LIST OF TOP 10 HOLDERS OF EQUITY SHARES OF THE COMPANY AS ON THE (ii) 16 LATEST QUARTER END E DETAILS REGARDING THE DIRECTORS OF THE COMPANY 16 (i) DETAILS OF THE CURRENT DIRECTORS OF THE COMPANY 16 (ii) DETAILS OF CHANGE IN DIRECTORS SINCE LAST THREE YEARS 17 F DETAILS REGARDING THE AUDITORS OF THE COMPANY 18 (i) DETAILS OF THE STATUTORY AUDITORS OF THE COMPANY 18 (ii) DETAILS OF CHANGE IN AUDITOR SINCE LAST THREE YEARS 18 DETAILS OF BORROWINGS OF THE COMPANY, AS ON THE LATEST QUARTER G 18 END (i) DETAILS OF LOANS OUTSTANDING 19 (ii) DETAILS OF NCDS 19 (iii) LIST OF TOP 10 DEBENTURE HOLDERS 20 THE AMOUNT OF CORPORATE GUARANTEE ISSUED BY THE ISSUER ALONG 20 (iv) WITH NAME OF THE COUNTERPARTY (LIKE NAME OF THE SUBSIDIARY, JV ENTITY, GROUP COMPANY, ETC) ON BEHALF OF WHOM IT HAS BEEN ISSUED. DETAILS OF COMMERCIAL PAPER: - THE TOTAL FACE VALUE OF COMMERCIAL 20 (v) PAPERS OUTSTANDING AS ON THE LATEST QUARTER DETAILS OF REST OF THE BORROWING (IF ANY INCLUDING HYBRID DEBT LIKE 20 (vi) FCCB, OPTIONALLY CONVERTIBLE DEBENTURES/PREFERENCE SHARES DETAILS OF ALL DEFAULT/S AND/OR DELAY IN PAYMENTS OF INTEREST AND PRINCIPAL OF ANY KIND OF TERM LOANS, DEBT SECURITIES AND OTHER (vii) 21 FINANCIAL INDEBTEDNESS INCLUDING CORPORATE GUARANTEE ISSUED BY THE COMPANY, IN THE PAST 5 YEARS DETAILS OF ANY OUTSTANDING BORROWINGS TAKEN/ DEBT SECURITIES ISSUED WHERE TAKEN / ISSUED (I) FOR CONSIDERATION OTHER THAN CASH, (viii) 21 WHETHER IN WHOLE OR PART, (II) AT A PREMIUM OR DISCOUNT, OR (III) IN PURSUANCE OF AN OPTION H DETAILS OF PROMOTERS OF THE COMPANY 21 ABRIDGED VERSION OF AUDITED STANDALONE FINANCIAL INFORMATION I (PROFIT & LOSS STATEMENT, BALANCE SHEET AND CASH FLOW STATEMENT) 21 FOR LAST THREE YEARS AND AUDITOR QUALIFICATIONS ABRIDGED VERSION OF LATEST LIMITED REVIEW HALF YEARLY STANDALONE J 21 FINANCIAL INFORMATION AND AUDITOR’S QUALIFICATIONS 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 K RESULTING IN MATERIAL LIABILITIES, CORPORATE RESTRUCTURING EVENT 22 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 3 Sl.No. INDEX Page No. THE NAMES OF THE DEBENTURE TRUSTEE(S) SHALL BE MENTIONED WITH STATEMENT TO THE EFFECT THAT DEBENTURE TRUSTEE(S) HAS GIVEN HIS L CONSENT TO THE ISSUER FOR HIS APPOINTMENT UNDER REGULATION 4 (4) 26 AND IN ALL THE SUBSEQUENT PERIODICAL
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