goswami infratech private limited · goswami infratech private limited incorporated as a private...

Private & Confidential – For Private Circulation Only

(This Information Memorandum is neither a Prospectus

nor a Statement in Lieu of Prospectus)

Srl. No:

Dated: 27 January 2020

GOSWAMI INFRATECH PRIVATE LIMITED

Incorporated as a private limited company under the Companies Act, 1956 Date of Incorporation: Incorporated on 30 August 2012

Registered Office: E1, 3rd floor, Videocon Tower, Jhandewalan Extension, New Delhi – 110 055

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 AND SECTION 42 OF THE COMPANIES

ACT, 2013 READ ALONGWITH RULE 14(1) OF THE COMPANIES (PROSPECTUS AND ALLOTMENT

OF SECURITIES) RULES, 2014

ISSUE OF REDEEMABLE, ZERO COUPON, NON-CONVERTIBLE DEBENTURES OF FACE VALUE

OF INR 1,000,000/- EACH (THE "DEBENTURES"), AGGREGATING TO INR 8,250,000,000 ON A

PRIVATE PLACEMENT BASIS IN TWO SERIES (THE "ISSUE"), BY GOSWAMI INFRATECH

PRIVATE LIMITED (THE "ISSUER/ GIPL/ 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 January 2020 Issue Closes on: 29 January 2020

ARRANGER DEBENTURE TRUSTEE AND

COMMON SECURITY TRUSTEE

REGISTRAR TO ISSUE

SPS Share brokers Pvt. Ltd Axis Trustee Services limited Universal Capital Securities Pvt. Ltd.

66, Tamarind Lane, 4/5 Haji

Kasam Bldg, 1st, floor, Fort,

Mumbai 400 001

The Ruby, 2nd Floor, SW, 29 Senapati

Bapat Marg, Dadar (West), Mumbai

400 028

21 Shakilniwas, Opp Sai Baba Temple,

Mahakali Caves Road, Andheri (East),

Mumbai -400093




TABLE OF CONTENTS

1. DEFINITIONS AND ABBREVIATIONS .................................................................................................... 3

2. DISCLAIMERS ............................................................................................................................................. 13

3. BRIEF DETAILS ABOUT THE TRANSACTION ................................................................................... 18

4. RISK FACTORS ........................................................................................................................................... 19

5. ISSUER INFORMATION ............................................................................................................................ 22

ANNEXURE 1: Abridged version of Audited Consolidated (wherever available) and Standalone Financial

Information for last 3 years ....................................................................................................................................... 74

ANNEXURE 2: Abridged version of Latest Audited / Limited Review Half Yearly Consolidated (wherever

available) and Standalone Financial Information ................................................................................................... 75

ANNEXURE 3: Rating Letter ................................................................................................................................... 76

ANNEXURE 4: Consent Letter from Debenture Trustee ...................................................................................... 80

ANNEXURE 5: Application Form ........................................................................................................................... 81

3




1. DEFINITIONS AND ABBREVIATIONS

Term Description

Account Bank Deutsche Bank AG, New Delhi Branch or Mumbai Branch (as the case may be)

Accrued Amount The amount for any outstanding Debenture on any day, the sum of the Nominal

Value and the Accrued Premium as on that day

Accrued Premium The accrued premium is calculated, for any outstanding Debenture on any day,

as follows:

AP = [NV × [(1 + Y)t -1]]

“AP” is the Accrued Premium; “NV” is the Nominal Value;

“Y” is the Yield; and

“t” is the number of Calculation Years (completed as well as incomplete) falling

in the period from (and including) the Pay-In Date until (but excluding) the date

on which the Accrued Premium is being calculated

Act The Companies Act, 1956 of India and/or the Companies Act, 2013 of India, as

the case may be.

Afcons Afcons Infrastructure Limited, a company incorporated under the provisions of

the Companies Act, 1956 of India with corporate identification number

U45200MH1976PLC019335 and having its registered office at AFCONS

House, 16, Shah Industrial Estate, Veera Desai Road, Azad Nagar P.O.,

Mumbai - 400 053.

Allot/ Allotment/

Allotted

Unless the context otherwise requires or implies, the allotment of the

Debentures pursuant to the Issue

Applicable Law(s) 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 the Debenture Trust Deed or at any time thereafter.

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 5 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.

Arranger to the Issue SPS Share brokers Pvt. Ltd, a company incorporated under the provisions of the

Act with corporate identification number U67190MH1997PTC109343 and

having its registered office at 121/4, M.G. Road Agra Bldg, 1st, floor, Fort.

Mumbai 400 001

Articles of Association/

AOA

The articles of association of the Issuer

Board Board of directors of the Issuer

BSE BSE Limited

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Term Description

BSE-EBP The electronic book building platform of the BSE for issuance of debt securities

on private placement basis

Business Day (i) for all purposes other than payment of principal and interest amounts in respect

of the Debentures, a day (other than a Saturday or a Sunday) on which banks are

open for general business in Mumbai and New Delhi; (ii) for the purposes of

payment of interest amounts in respect of the Debentures, a day (other than a

Saturday or a Sunday) on which banks are open for general business in Mumbai

and New Delhi and the money market is functioning in Mumbai; and (iii) for the

purpose of payment of principal amounts in respect of the Debentures, a day

(other than a Saturday or a Sunday) on which banks are open for general business

in Mumbai, New Delhi and Singapore.

Calculation Agent The Debenture Trustee acting as a calculation agent on the instructions of the

Debenture Holders provided by way of a majority resolution or any other person

appointed as a calculation agent by the Debenture Holders with notice to the

Issuer and the Debenture Trustee by way of a majority resolution, as the case

may be.

Calculation Date The Initial Cover Date and thereafter any day falling on or after the date of the

Debenture Trust Deed

Calculation Year

For the first Calculation Year for any Debenture, the period commencing on

(and including) the Pay-In Date and ending on (and including) the day prior to

the corresponding date in the following calendar year, and for every subsequent

Calculation Year for such Debenture, the period commencing on (and

including) the day immediately after the last day of the previous Calculation

Year and ending on (and including) the day prior to the corresponding date in

the following calendar year, provided that the numeric value of an incomplete

Calculation Year shall be calculated as per the following formula:

F = A/B

Where

F = the number of Calculation Years expressed as a fractional value;

A = the number of calendar days that have elapsed since (and including) the

first calendar day of that Calculation Year until the date on which the Accrued

Premium is being calculated; and

B = the actual number of calendar days (365 or 366, as the case may be) in that

Calculation Year.

Charged Assets The Company Charged Assets, the Common Company Charged Assets, the

Common Pledgor Charged Assets and the Individual Pledgors Charged Assets.

CI or Cyrus

Cyrus Investments Private Limited, a company incorporated under the

provisions of the Companies Act, 1913 with corporate identification number

U65920MH1923PTC001053 and having its registered office at Esplanade

House, Hazarimal Somani Marg, Fort, Mumbai - 400 023.

Common Company

Charged Assets

the Floating Charged Assets and the Charged Afcons CCPS

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Term Description

Common Deed of

Hypothecation

The unattested deed of hypothecation entered or to be entered into on or about

the date of the Debenture Trust Deed between the Issuer and the Common

Security Trustee for creation of security over the Common Company Charged

Assets in favour of the Common Security Trustee for the benefit of the Common

Secured Parties

Common Pledgor Shareholder of the Portfolio Holding Company

Common Pledgor

Charged Assets

The Common Pledge Shares and the Common Pledgor Hypothecated Assets

charged, pledged or otherwise made the subject of Security pursuant to the

Common Share Pledge Agreement.

Common Pledge Shares 30,318 equity shares of the Portfolio Holding Company held by the Common

Pledgor constituting 7.502% of the issued and paid-up equity share capital of

and voting rights in the Portfolio Holding Company on the date of the Debenture

Trust Deed and the Collateral (as defined in the Common Share Pledge

Agreement) which are pledged or required to be pledged in favour of the

Common Security Trustee for the benefit of the Common Secured Parties

pursuant to the Common Share Pledge Agreement from time to time.

Common Share Pledge

Agreement

The agreement dated on or about the date of the Debenture Trust Deed entered

or to be entered into between the Company, the Common Pledgor and the

Common Security Trustee for creation of security over the Common Pledgor

Charged Assets in favour of the Common Security Trustee for the benefit of the

Common Secured Parties.

Common Pledgor

Hypothecated Assets

(i) the proceeds arising from transfer or sale of the Common Pledge Shares that

are due to the Common Pledgor (the “Common Pledgor Share Proceeds”);

(ii) all cash Dividends received or receivable by the Common Pledgor in respect

of the Key Assets; (iii) the Common Pledgor Receivables Account; (iv) the

Common Pledgor Deposit Account; and (v) all other non-cash Dividends that

are received or receivable by the Common Pledgor in respect of the Common

Pledge Shares

Common Pledgor

Deposit Account

The INR denominated bank account in the name of the Common Pledgor with

account number 0132118000 held with the Account Bank (or any other account

being a renewal, re-designation or replacement of that account as the Account

Bank may from time to time specify by notice in writing to the Common Pledgor

and the Common Security Trustee).

Common Pledgor

Receivables Account

INR denominated bank account in the name of the Common Pledgor held with

Axis Bank Limited, Mumbai Branch

Common Secured Parties (a) the persons who are, for the time being and from time to time, the holders

of the Existing Debentures and whose names appear in the Register of

Beneficial Owners (as defined in the relevant Existing Debenture Trust Deed);

(b) the Debenture Holders; (c) each debenture trustee in respect of each of the

Existing Debentures; and (d) the Debenture Trustee and “Common Secured

Party” means any of them

Common Security

Trustee

Axis 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 common security

6




Term Description

trustee for the persons who are, for the time being and from time to time, the

holders of the Existing Debentures and whose names appear in the Register of

Beneficial Owners (as defined in the relevant Existing Debenture Trust Deed);

and the Debenture Holders

Common Security

Trustee Agreement

The common security trustee agreement dated on or about the date of the

Debenture Trust Deed entered or to be entered into between the Company, the

Common Pledgor, the Individual Pledgors, the Debenture Trustee, each

debenture trustee in respect of each of the Existing Debentures and the Common

Security Trustee.

Company Charged

Assets

The Cash Top-Up Assets and the CSU Receivables charged in favour of the

Debenture Trustee pursuant to the Deed of Hypothecation.

Co-pledgors Shareholders of the Common Pledgor who hold 0.02% of the shareholding of

the Common Pledgor jointly with one of the Individual Pledgors.

Charged Afcons CCPS 51,500,000 compulsorily convertible preference shares with a nominal value of

INR 10 each issued by Afcons.

CSU Receivables any and all amounts payable or due to the Company from the Credit Support

Provider from time to time pursuant to the Credit Support Undertaking.

Credit Support Provider Cyrus.

Debentures Up to 8,250 rated, listed, zero coupon, redeemable non-convertible debentures

of the nominal value of INR 1,000,000 each, aggregating to not more than INR

8,250,000,000 to be issued by the Company in dematerialised form in two series

(being Series A Debentures and Series B Debentures) and listed on the

Wholesale Debt Market Segment of the BSE pursuant to the Debenture Trust

Deed and in terms of this Information Memorandum. . The Debentures shall

have the benefit of Security created over the Charged Assets but are not

“secured debentures” for the purposes of Section 71 of the Act.

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 Trust Deed Debenture trust deed dated 27 January 2020 executed by and between the Issuer

and the Debenture Trustee, the terms of which read along with this Information

Memorandum shall govern the Issue.

Debenture Trustee

Agreement

The debenture trustee agreement dated on or prior to the date of the Debenture

Trust Deed entered into between the Issuer and the Debenture Trustee before

the opening of the Issue.

Debenture Trustee/

Trustee

Axis 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

Debt The aggregate of the Accrued Amount, Default Interest, Break Costs (if

applicable), Hedging Costs, costs, charges, expenses and all present and future

moneys, debts and liabilities due, owing or incurred from time to time by the

Issuer to any Secured Party under or in connection with the Debentures, the

Debenture Trust Deed and/or any other Transaction Document (in each case,

7




Term Description

whether alone or jointly, or jointly and severally, with any other person, whether

actually or contingently, and whether as principal, surety or otherwise)

Deed of Hypothecation The unattested deed of hypothecation entered on or about the date of the

Debenture Trust Deed between the Issuer and the Debenture Trustee for

creation of security over the Company Charged Assets in favour of the

Debenture Trustee for the benefit of the Secured Parties.

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.

Default Interest For any period, the amount of interest payable on any unpaid sum in respect of

the Debentures or which is otherwise due but unpaid under the Transaction

Documents, calculated at the Default Interest Rate

Default Interest shall also accrue on the outstanding Debentures and be paid

unconditionally by the Company to, or to the order of, each Debenture Holder

upon the occurrence of certain events of default as defined in the Transaction

Documents.

Depository The National Securities Depository Limited and/or the Central Depository

Services (India) Limited, as the context requires

DP Depository Participant

Early Redemption Date Any date prior to the applicable Final Redemption Date on which the

Debentures are required to be redeemed in accordance with the Debenture Trust

Deed pursuant to the:

(a) occurrence of an illegality;

(b) occurrence of a Market Disruption Event;

(c) making of a Top-Up Trigger Early Redemption by the Issuer;

(d) occurrence of an Optional Redemption Event;

(e) occurrence of an FPI Redemption Event;

(f) occurrence of a Mandatory Prepayment Event,

(g) occurrence of an Excess Dividend Redemption Event; or

(h) occurrence of an Event of Default.

Eligible Investors Refers to the following categories of investors eligible to invest in the

Debentures:

(a) Qualified Institutional Buyers;

(b) companies incorporated in India, including public sector undertakings that

are companies incorporated in India and non-banking financial companies

incorporated in India;

(c) Financial institutions that are companies incorporated in India;

(d) SEBI registered foreign institutional investors; and

(e) SEBI registered FPI.

Encumbrance Any direct or indirect Security, Quasi-Security, Non Disposal Arrangement,

claim, option, springing, lien, power of sale in favour of a third party, retention

of title, lock-in, vendor’s lien, right of pre-emption or other third party right or

security interest (whether arising under law or by agreement) or an agreement,

arrangement or obligation to create any of the foregoing.

Excess Dividend Amount Such percentage of the excess dividend received by the Common Pledger from

the Portfolio Holding Company as agreed in the Debenture Trust Deed

8




Term Description

Excess Dividend

Redemption Event

The deposit of any amount in excess of the Excess Dividend Amount into the

Cash Top-Up Account, the Company may by delivering a notice in writing to the

Debenture Trustee elect to redeem such relevant number of Debentures

representing an amount equal to the relevant Excess Dividend Amount.

Exchange(s) The National Stock Exchange of India Limited and BSE

Existing Accounts Assets All of the Company’s rights, title, interest and benefits in, to and under the

Existing Accounts, the Existing Fixed Deposits and all amounts standing to the

credit of the Existing Accounts and the Existing Fixed Deposits.

“Existing Accounts” means the INR denominated bank accounts in the name of

the Company with account number “1540962”, “1540962-001” and "1540962-

002" held in relation to the Existing Debentures.

“Existing Fixed Deposits” means the INR denominated fixed term deposits

accounts created in relation to the Existing Debentures

Excluded Afcons CCPS 198,500,000 Afcons CCPS

Existing Debentures (a) the 8,000 rated, listed, zero coupon, redeemable non-convertible debentures

of the nominal value of INR 1,000,000 each, aggregating to INR

8,000,000,000 issued by the Company in dematerialised form in five series

and listed on the Wholesale Debt Market Segment of the BSE in December

2012;

(b) the 4,500 rated, listed, zero-coupon, redeemable, non-convertible debentures

of nominal value of INR 1,000,000 each, aggregating to INR 4,500,000,000

issued by the Company in dematerialised form in five series and listed on

the Wholesale Debt Market Segment of the BSE in June 2014; and

(c) the 3,750 rated, listed, zero-coupon, redeemable, non-convertible debentures

of nominal value of INR 1,000,000 each, aggregating to INR 3,750,000,000

issued by the Company in dematerialised form in two series and listed on the

Wholesale Debt Market Segment of the BSE in April 2018.

Existing Debenture Trust

Deeds

(a) the debenture trust deed dated 19 December 2012 entered into between the

Company and the Debenture Trustee and as amended from time to time, in

relation to the Existing Debentures referred to in sub-paragraph (a) of the

definition of ‘Existing Debentures’ above;

(b) the debenture trust deed dated 5 June 2014 entered into between the


relation to the Existing Debentures referred to in sub-paragraph (b) of the

definition of ‘Existing Debentures’ above; and

(c) the debenture trust deed dated 25 April 2018 entered into between the


relation to the Existing Debentures referred to in sub-paragraph (c) of the

definition of ‘Existing Debentures’ above.

Face Value/ Principal

Amount

In relation to Debentures INR 1,000,000/- each

Floating Charged Assets All the present and future rights, title and interest, in and to all the assets and

properties owned by the Company (other than the Cash Top-Up Assets, the

Existing Accounts Assets and the Charged Afcons CCPS) charged under the

Common Deed of Hypothecation.

FPI Redemption Event The occurrence of both of the following events:

9




Term Description

(i) the Issuer failing to list the Debentures on the wholesale debt market

segment of the BSE within 13 days from the Pay In Date; and

(ii) any Debenture Holder (who is an FPI and an initial subscriber to the

Debentures) does not sell the Debentures to any Eligible Investor within

15 days from the Pay In Date.

Final Redemption

Date

(a) in relation to the Series A Debentures, the date falling 15 months after the

Pay-In Date;

(b) in relation to the Series B Debentures, the date falling 40 months after the

Pay-In Date.

Financial Indebtedness Please refer to Clause 5.2.3 – Summary Term Sheet

FPI A foreign portfolio investor registered as such under the (a) SEBI (Foreign

Portfolio Investors) Regulations, 2014 and recategorized under the SEBI

(Foreign Portfolio Investors) Regulations, 2019; or (ii) SEBI (Foreign Portfolio

Investors) Regulations, 2019

FY Financial Year

Governmental Authority Any:

(a) government (central, state or otherwise) or sovereign state;

(b) governmental agency, semi-governmental or judicial or quasi-judicial or

regulatory or supervisory or administrative entity, department or authority,

court or tribunal or any political subdivision thereof; or

(c) international organization, agency or authority, including, without

limitation, any stock exchange or any self-regulatory organisation,

established under any Applicable Law.

Governing Law Laws of India

Hedging Costs Any costs, charges, expenses, fees, premiums and losses incurred by a Debenture

Holder under or in connection with any hedging transactions referencing or

relating to the Portfolio Shares or any indices that it may enter into following an

Event of Default, in order to hedge the risk of fluctuation in the implied value of

the Shares of the Portfolio Holding Company.

Individual Pledgors Shareholders of the Common Pledgor

Individual Pledgors

Charged Assets

Individual Pledgors Pledge Shares and the Collateral (as defined in the

Individual Pledgors Share Pledge Agreement) pledged pursuant to the

Individual Pledgors Share Pledge Agreement.

Individual Pledgors

Pledge Shares

100% of the shareholding of the Common Pledgor held by the Individual

Pledgors, out of which 0.02% of the shareholding of the Common Pledgor is held

by one of the Individual Pledgors jointly with the Co-pledgors.

Individual Pledgors

Share Pledge Agreement

The share pledge agreement dated on or about the date of the Debenture Trust

Deed entered or to be entered into between the Company, each Individual

Pledgor, each Co-pledgor, Common Pledgor and the Common Security Trustee

for creation of security over the Individual Pledgors Pledge Shares in favour of

the Common Security Trustee for the benefit of the Common Secured Parties.

Information

Memorandum/

Disclosure Document

This Information Memorandum pursuant to which the Debentures are being

offered to the Invited Eligible Investors on private placement basis

INR or Rs or Rupees Indian Rupees

Initial Cover Date The day falling 1 Trading Day prior to the execution of the Debenture Trust

Deed

10




Term Description

Issue The issue of the Debentures in two series in accordance with the terms of the

Debenture Trust Deed and this Information Memorandum

Issuer/ Company/ GIPL Goswami Infratech Private Limited having its registered office at E1, 3rd floor,

Videocon Tower, Jhandewalan Extension, New Delhi – 110 055.

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 of New Delhi

Key Assets All equity shares held by the Common Pledgor in the Portfolio Holding

Company on the date of the Debenture Trust Deed

Make Whole Amount As defined in the Debenture Trust Deed

Mandatory Prepayment

Event

Events as may be agreed between the Company and the Debenture Trustee in

the Letter Agreement and the other Transaction Document(s) (and which are

specifically identified as a “Mandatory Prepayment Event”)

Market Disruption Event The imposition of any exchange control restrictions by any Governmental

Authority or any other event that restricts or impairs the ability of any Debenture

Holder to validly hold, trade or receive payments in respect of the Debentures

in its jurisdiction

Memorandum/ MOA The memorandum of association of the Issuer

Nominal Value INR 1,000,000/- being the nominal value of each Debenture

Non Disposal

Arrangement

Any third party escrow or custody arrangements, non disposal arrangements,

blocking instructions, powers of attorney for sale or any arrangement having a

similar effect in circumstances where the arrangement or transaction is entered

into primarily as a method of assuring the payment or repayment of any

Financial Indebtedness

Obligors The Issuer, the Credit Support Provider and each Individual Pledgor and

“Obligor” means any of them

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.

Portfolio Company(ies) The companies listed in the Debenture Trust Deed

Portfolio Holding

Company

The holding company as identified in the Debenture Trust Deed

Portfolio Shares On any Calculation Date, the Shares held by the Portfolio Holding Company

which are not subject to any Encumbrance.

Portfolio Value On any Calculation Date, the value of the portfolio calculated in accordance

with the formula stipulated in the Debenture Trust Deed to refer to the net

11




Term Description

valuation of the equity shares held by the Credit Support Provider in the relevant

Portfolio Holding Company (indirectly).

Qualified Institutional

Buyers

Qualified institutional buyer as defined in the Securities and Exchange Board of

India (Issue of Capital and Disclosure Requirements) Regulations, 2009, as

amended from time to time.

Quasi Security A transaction under which the Obligor will:

(a) sell, transfer or otherwise dispose of any of its assets on terms whereby

they are or may be leased to or re-acquired by any other Obligor;

(b) enter into or permit to subsist any title retention arrangement;

(c) sell, transfer or otherwise dispose of any of its receivables on recourse

terms;

(d) enter into any arrangement under which money or the benefit of a bank or

other account may be applied, set-off or made subject to a combination of

accounts; or

(e) enter into any other preferential arrangement having a similar effect,

in circumstances where the arrangement or transaction is entered into primarily

as a method of raising or assuring the payment of indebtedness or of financing

the acquisition of an asset

Rating Agency CARE Ratings Limited

RBI Reserve Bank of India

Register of Beneficial

Owners

The register of beneficial owners of the Debentures maintained in the records of

the Depository

Registrar/ Registrar to the

Issue

Registrar to the Issue, in this case being Universal Capital Securities Pvt. Ltd.

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.

Secured Parties The Debenture Holders, the Debenture Trustee and the Calculation Agent and

“Secured Party” means any of them.

Security A mortgage, charge, pledge, lien or other security interest securing any

obligation of any person or any other agreement or arrangement having a similar

effect.

Security Documents (a) the Deed of Hypothecation;

(b) Common Deed of Hypothecation;

(c) the Common Share Pledge Agreement;

(d) the Individual Pledgors Share Pledge Agreement;

(e) the irrevocable powers of attorney as set out in the Debenture Trust Deed;

and

(f) any other document that may be designated as a Security Document by the

Debenture Trustee and the Issuer.

Series Each of the two series of Debentures issued pursuant to the Debenture Trust Deed

and this Information Memorandum.

Series A Up to 3200 Debentures, at a nominal value of INR 10,000,000 aggregating to

not more than INR 3,200,000,000.

Series B Up to 5,050 Debentures at a nominal value of INR 10,000,000 aggregating to

12




Term Description

not more than INR 5,050,000,000

Shares The fully paid up ordinary equity shares and shares with differential voting

rights, if any, issued by a Portfolio Company

Tax Act (Indian) Income Tax Act, 1961

Top-Up Trigger Early

Redemption

Redemption of such number of Debentures proportionately across each Series,

as will result in the LTV being restored to the Initial LTV

Trading Day A day (other than a Saturday or a Sunday) on which the Exchanges are open for

trading of the Shares

13




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 and Section 42

of the Act read alongwith Rule 14 of the Companies (Prospectus and Allotment of Securities)

Rules, 2014. 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.

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 jurisdiction of the courts and tribunals of 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

14




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 it considers adequate and relevant about the Issue and the

Issuer 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 ARRANGER

It is hereby declared that the Issuer has exercised due-diligence to ensure complete compliance of

the prescribed disclosure norms in this Information Memorandum. Each person receiving this

Information Memorandum acknowledges that such person has not relied on the Arranger to the

Issue, nor any person affiliated with the Arranger to the Issue, in connection with its investigation

of the accuracy of such information or its investment decision, and each such person must rely on

its own examination of the Issuer and the merits and risks involved in investing in the Debentures.

The Arranger to the Issue: (a) has no obligations of any kind to any Invited Eligible Investor under

or in connection with any Transaction Document; (b) is not acting as trustee or fiduciary for the

Invited Eligible Investors or any other person; and (c) is under no obligation to conduct any "know

your customer" or other procedures in relation to any person on behalf of any Invited Eligible

Investor. Neither the Arranger to the Issue nor its affiliates or their respective officers, directors,

partners, employees, agents, advisors or representatives is responsible for: (a) the adequacy,

accuracy, completeness and/ or use of any information (whether oral or written) supplied by the

Issuer or any other Person in or in connection with any Transaction Document including this

Information Memorandum; (b) the legality, validity, effectiveness, adequacy or enforceability of

any Transaction Document or any other agreement, arrangement or document entered into, made

or executed in anticipation of or in connection with any Transaction Document; or (c) any

determination as to whether any information provided or to be provided to any finance party is non-

public information the use of which may be regulated or prohibited by Applicable Law or regulation

relating to insider dealing or otherwise. The role of the Arranger to the Issue in the assignment is

confined to marketing and placement of the Debentures on the basis of this Information

Memorandum as prepared by the Issuer. The Arranger to the Issue has neither scrutinized nor vetted

the contents of this Information Memorandum. The Arranger to the Issue is authorised to deliver

15




copies of this Information Memorandum on behalf of the Issuer to Invited Eligible Investors which

are considering participation in the Issue and shall use this Information Memorandum for the

purpose of soliciting subscription(s) from Invited Eligible Investors in the Debentures to be issued

by the Issuer on a private placement basis. It is to be distinctly understood that the use of this

Information Memorandum by the Arranger to the Issue should not in any way be deemed or

construed to mean that this Information Memorandum has been prepared, cleared, approved or

vetted by the Arranger to the Issue; nor does it in any manner warrant, certify or endorse the

correctness or completeness of any of the contents of this Information Memorandum.

The Arranger to the Issue has not independently verified the contents of this Information

Memorandum. Accordingly, no representation, warranty or undertaking (express or implied) is

made and no responsibility is accepted by the Arranger to the Issue or any of their officers as to the

adequacy, completeness or reasonableness of the information contained herein or of any further

information, statement, notice, opinion, memorandum, expression or forecast made or supplied at

any time in relation thereto.

2.5 DISCLAIMER OF THE TRUSTEE AND THE CALCULATION AGENT

The Trustee and the Calculation Agent are not the borrower or principal debtor or guarantors of the

monies paid/invested by the Invited Eligible Investors for the Debentures.

2.6 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 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.

2.7 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.

16




2.8 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.

2.9 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.

2.10 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 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

Arranger to the Issue 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

17




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 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.

18




3. BRIEF DETAILS ABOUT THE TRANSACTION

3.1 Summary of the Business of the Issuer

The Issuer was incorporated on 30 August 2012 with main object of business being technical

consultancy. The Issuer is jointly owned by SP Finance Private Limited and SC Finance and

Investments Private Limited with each of them holding 50% of paid up capital and voting rights of

the Issuer respectively.

3.2 Summary of the Transaction

The Issuer proposes to issue up to 8250 rated, listed, zero coupon, redeemable non convertible

debentures of the nominal value of INR 1,000,000 each, aggregating to not more than INR

8,250,000,000 in two series (being Series A and Series B) 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.

S. No. Series of

Debentures

No of

Debentures

Final Redemption Date Put Option

1. Series A 3,200 15 months after the Pay-In

Date

Please refer to Clause 5.2.3 -

Summary Term Sheet

2. Series B 5,050 40 months after the Pay-In

Date

NA

The Issuer has created/ shall create the following security:

(a) an exclusive fixed charge in favour of the Debenture Trustee over the Issuer’s present and

future right, title and interest in and to the Company Charged Assets for the benefit of the

Debenture Holders pursuant to the Deed of Hypothecation;

(b) an exclusive fixed charge over the Charged Afcons CCPS and an exclusive floating charge

over the Issuer’s present and future right, title and interest in all other Common Company

Charged Assets for the benefit of the Common Secured Parties pursuant to the Common Deed

of Hypothecation;

(c) an exclusive pledge over the Common Pledgor Charged Assets by the Common Pledgor in

favour of the Common Security Trustee, for the benefit of the Common Secured Parties; and

(d) an exclusive pledge over the Individual Pledgor Charged Assets to be created by the Individual

Pledgors in favour of the Common Security Trustee, for the benefit of the Common Secured

Parties.

The Debentures shall have the benefit of Security created over the Charged Assets, but are not

“secured debentures” for the purposes of Section 71 of the Act.

A Credit Support Undertaking has been provided by the Credit Support Provider in favour of the

Debenture Trustee for the benefit of the Debenture Holders to credit enhance the obligations of the

Issuer under the Debenture Trust Deed.

19




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

applicable Accrued Amount. 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.

20




Invited Eligible Investors should consult their own independent tax advisers. In addition, Invited

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.

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

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

21




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.

22




5. ISSUER INFORMATION

Name: Goswami Infratech Private Limited

Registered Office Address: E1, 3rd floor, Videocon Tower, Jhandewalan Extension, New

Delhi – 110 055

Corporate/ Correspondence S. P. Centre, 41/44; Minoo Desai Marg, Colaba,

Office Address: Mumbai 400 005

Compliance Officer: Ms. Pooja Nayak

A-B 105 Arunodaya Nagar Opp. St Augustine School Vasai

West, Thane - 401 202

CFO: NA

Arrangers of the Instruments: SPS Share Brokers Pvt. Ltd

66, Tamarind Lane, 4/5 Haji Kasam Bldg, 1st, floor, Fort,

Mumbai 400 001

Debenture Trustee of the Issue: Axis Trustee Services Limited

The Ruby, 2nd Floor, SW, 29 Senapati Bapat Marg, Dadar

(West), Mumbai 400 028

Common Security Trustee: 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: Kaushal Manish & Company.

615, 6th Floor, Palm Spring Centre, Above Croma, Near

Infinity Mall, Malad Link Road, Malad (West), Mumbai 400

064

Phone No.: 022 6749 0000

Fax No.: 022 6633 8176

Contact Person: Mr. Jai Mavani/ Ms. Sunita Khanna/ Ms. Alpa

Kapadia

23




Email: [email protected];

[email protected];

[email protected]

mailto:[email protected]



24




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 last three years audited annual reports;

(c) Statement containing particulars of, dates of, and parties to all material contracts and

agreements;

(d) Copy of the Board / committee resolution authorizing the borrowing and list of authorized

signatories;

(e) An undertaking from the Issuer stating that the necessary documents for the creation of the

charge, where applicable, including the Debenture Trust Deed would be executed within the

time frame prescribed in the relevant regulations/act/rules etc and the same would be

uploaded on the website of the designated stock exchange, where the debt securities have

been listed, within five working days of execution of the same;

(f) Any other particulars or documents that the recognized stock exchange may call for as it

deems fit; 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 has been

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 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) 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.

25




5.1.3 Overview

The Issuer was incorporated in Delhi under the National Capital Territory of Delhi and Haryana

ROC, on 30 August 2012 under the Act as a private limited company under the name ‘Goswami

Infratech Private Limited’, bearing registration number 241323. The company identification

number of the Issuer is U45209DL2012PT241323. The Issuer was issued a certificate of

incorporation dated 30th August 2012 by the ROC.

5.1.4 Corporate Structure

The Issuer is a private limited company that comprises of Mr. Jai Mavani, Mr. Shankar Krishnan,

Ms. Alpa Kapadia and Mr. Zubin Merchant as its board of directors.

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 For half year

ended 31

September 2019

(INR) (INR) (INR)

For Non-Financial

Entities

Networth 12,623,320,194 13,999,540,164 24,652,597,669 23,559,047,161

Total Debt 10,481,662,485 14,351,051,813 17,580,945,169 13,438,976,777

of which

- Non Current

Maturities of Long

Term Borrowing 4,100,040,876 13,906,664,381 14,914,620,580

5,743,275,353

- Short Term

Borrowing - - -

- Current Maturities

of Long Term

Borrowing 6,381,621,609 444,387,432 2,666,324,589

7,695,701,424

Net Fixed Assets - - - -

Non Current Assets 35,161,008,263 38,754,599,636 58,464,552,884 58,464,342,679

Cash and Cash

Equivalents 2,244,503 4,521,637 3,065,409

7,409,996

Current Investments 7,300,000 7,300,000 7,300,000 7,300,000

Current Assets 21,443,891 26,209,441 35,259,650 38,152,798

Current Liabilities 3,276,920,049 213,339,860 1,700,529,933 6,943,011,467

Net sales 3,474,028 4,276,273 5,098,250 594,552

EBITDA 2,625,023 3,040,529 3,449,926 11,432

EBIT 2,625,023 3,040,529 3,449,926 11,432

Interest 1,357,878,884 1,396,132,204 1,723,779,569 1,093,746,644

PAT (1,355,253,861) (1,393,091,676) (1,720,3,9,643) (1,093,735,212)

Dividend amounts - - - -

Current ratio 0.007 0.123 0.021 0.005

Interest coverage ratio 0.002 0.002 0.002 0.000

26




Parameters FY 2016-2017 FY 2017-2018 FY 2018-2019 For half year

ended 31

September 2019

(INR) (INR) (INR)

For Non-Financial

Entities

Gross debt/equity

ratio

0.830 1.025 0.713 0.570

Debt Service

Coverage Ratio 0.001 0.002 0.002

0.000

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) (INR) (INR)

For Non-Financial Entities

Networth 12,812,792,166 14,097,773,176 24,761,515,352

Total Debt 11,962,412,485 16,442,051,813 18,349,080,169

Non Current Maturities of

Long Term Borrowing 4,100,040,876 13,906,664,381 14,914,620,580

- Short Term Borrowing 1,480,750,000 2,091,000,000 768,135,000

Current Maturities of Long

Term Borrowing 6,381,621,609 444,387,432 2,666,324,589

Long Term Provisions - 3,661,818 8,694

Net Fixed Assets - - -

Non Current Assets 36,826,251,074 41,073,230,357 59,296,862,538

Cash and Cash Equivalents 14,706,674 11,848,644 3,768,791

Current Investments 55,100,000- 55,100,000- 55,100,000-

Current Assets 21,092,723 24,107,712= 32,664,004

Current Liabilities 3,331,851,891 392,101,031 1,701,685,945

Total Income 36,928,301 36,339,396 35,295,349

EBITDA (1,66,179,052) 32,191,473 31,470,991

EBIT (1,66,079,318) 32,286,316 31,561,182

Interest 1,385,740,934 1,530,239,394 1,757,108,980

PAT (1,555,512,252) (1,501,696,438) (1,729,050,169)

Dividend amounts - - -

Current ratio 0.006 0.061 0.019

Interest coverage ratio (0.120) 0.021 0.018

Gross debt/equity ratio 0.934 1.166 0.741

Debt Service Coverage Ratio (0.071) 0.016 0.014

Gross Debt: Equity Ratio of the Issuer:

Before the issue of debt securities (based on

30th September 2019 financials)

0.570

After the issue of debt securities 0.921

5.1.6 Project cost and means of financing, in case of funding of new projects. NA

27




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

10,000 Equity Shares of INR 10 each

1,00,000/-

Issued, Subscribed and Paid-up Share Capital

10,000 Equity Shares of INR 10 each

1,00,000/-

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

Date of Change

(AGM/EGM)

INR Particulars

NA NA NA

(iii) Equity share capital history of the Issuer as on last quarter end, for the last five years:

Date of

Allotment

No of

Equity

Shares

Face

Value

(INR)

Issue

Price

(INR)

Consideratio

n (Cash, other

than cash,

etc)

Nature of

Allotment

Cumulative Rem

arks No of

equity

shares

Equity

Share

Capital

(INR)

Equity

Share

Premium

(in INR)

- - - - - - - - - -

- - - - - - - - - -

- - - - - - - - - -

- - - - - - - - - -

(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 No Particulars Total No of

Equity

Shares

No of shares in

demat form

Total Shareholding as

% of total no of equity

shares

1. SC Finance and

Investments Private

Limited

5,000 NIL 50%

2. SP Finance Private

Limited

5,000 NIL 50%

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:

28




Sr No Particulars Total No of

Equity Shares

No of shares in

demat form

Total Shareholding as

% of total no of equity

shares

1. SC Finance and

Investments

Private Limited

5,000 NIL 50%

2. SP Finance

Private Limited

5,000 NIL 50%

5.1.9 Following details regarding the directors of the Issuer:

(i) Details of the current directors of the Issuer

Name,

Designation and

DIN

Age Address Director of

the Issuer

since

Details of other Directorship

Alpa Kulin

Kapadia

Director

DIN: 00092178

49 Giriraj,

11th Floor,

201,

Walkeshw

ar Road

Mumbai

400006

04/08/2016

1. Flotilla Finance Private Limited

2. High Point Properties Private

Limited

3. Malabar Trustee Company

Private Limited

4. Alaya Properties Private Limited

5. Floral Finance Private Limited

6. Abhipreet Trading Private

Limited

7. Kavisha Holdings Private Limited

8. Belva Farms Private Limited

9. Shapoorji Pallonji Defence And

Marine Engineering Private

Limited

10. Sterling And Wilson Property

Developers Pvt Ltd

11. Adaro Securities Private Limited

12. Dhan Gaming Solution (India)

Private Limited

13. S C Motors Private Limited

14. Shapoorji Pallonji Ports Private

Limited

15. Shapoorji Pallonji Technical

Services Private Limited

16. Pebbleworks Real Estates Private

Limited

Shankar

Krishnan

Subramanian

Director

49 A-405,

Ashok

Gardens

G. D.

Ambekar

Marg,

16/09/2013

1. SP Biofuel Ventures Private

Limited

2. 2. SP Jammu Udhampur Highway

Limited

3. Shapoorji Pallonji Bumi Armada

Offshore Private Limited

29




Name,

Designation and

DIN


the Issuer

since


DIN: 03316009 Sewree

Mumbai

400015

4. Shapoorji Pallonji Investment

Advisors Private Limited

5. Arena Stud Farm Private Limited

6. Manor Stud Farm Private Limited

7. Eureka Forbes Ltd

8. SP Armada Offshore Private

Limited

9. Next Gen Publishing Private

Limited

10. Nypro Forbes Moulds Limited

11. Shapoorji Pallonji Samalpatti

Operator Services Private Limited

12. Gopalpur Ports Limited

13. SP Armada Oil Exploration

Private Limited

14. SP Bio Sciences Private Limited

15. Shapoorji Pallonji Bumi Armada

Godavari Private Limited

16. Shapoorji Pallonji Oil And Gas

Godavari Private Limited

Jai Laxmikant

Mavani

Director

DIN: 05260191

48 1702,

Building

No. 5,

Raheja

Classique,

New Link

Road,

Andheri

West,

Mumbai

400053

27/10/2012

1. Simar Port Private Limited

2. Dharamtar Infrastructure Private

Limited

3. 3. Image Realty Private Limited

4. Eureka Forbes Ltd

5. PNP Maritime Services Private

Limited

6. Shapoorji Pallonji Infrastructure

Capital Company Private Limited

7. Shapoorji Pallonji Oil And Gas

Private Limited

8. Shapoorji Pallonji Finance Private

Limited

9. HPCL Shapoorji Energy Private

Limited

10. Forbes Technosys Limited

11. Shapoorji Pallonji And Company

Private Limited

12. Gopalpur Ports Limited

13. Forbes & Company Limited

14. SP Imperial Star Private Limited

15. SP Port Maintenance Private

Limited

16. Shapoorji Pallonji Renewables

Private Limited

Zubin Meherwan 43 C-30 20/01/2015 1. S D Corporation Private Limited

30




Name,

Designation and

DIN


the Issuer

since


Merchant

Director

DIN: 07015767

Basant

Bahar,

Juhu Tara

Road,

Santacruz

West,

Mumbai

400049

2. S. D. New Samata Nagar

Development Private Limited

3. Shapoorji Pallonji Rural Solutions

Private Limited

4. Shapoorji Pallonji Defence And

Marine Engineering Private

Limited

5. Minaean Habitat India Private

Limited

6. Shapoorji Pallonji Technical

Services Private Limited

7. SP Imperial Star Private Limited

8. Pebbleworks Real Estates Private

Limited

9. ESP Diabolical 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 Appointment /

Resignation

Director of the

Issuer since (in

case of

resignation)

Remarks

Natasha Kersi

Treasurywala,

Director, 07049212

Date of Resignation: 10th

May 2016

09th March 2015 -

Anoj Menon,

Director, 01332699

Date of Resignation: 10th

May 2016

09th March 2015

Alpa Kapadia

Director

00092178

Date of Appointment

04/08/2016

-

Mahesh Tahilyani

Director

01423084

Date of Resignation

31/07/2019

31/07/2019 -

5.1.10 Following details regarding the auditors of the Issuer

(i) Details of the auditor of the Issuer:-

Name Address Auditor since

Kaushal Manish &

Company

615, 6th Floor, Palm Spring Centre,

Above Croma, Near Infinity Mall,

Malad Link Road, Malad (West),

Mumbai 400 064

30th September

2019

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

31




Name Address Date of

Appointment /

Resignation

Auditor of the

Issuer since (in case

of resignation)

Remar

ks

Kaushal Manish

& Company

615, 6th Floor, Palm

Spring Centre, Above

Croma, Near Infinity

Mall, Malad Link Road,

Malad (West), Mumbai

400 064

Date of

Appointment:

30th September

2019

-

D. H. Vadiwalla

& Co

13, Prospect House, 4th

Floor, 29, Raghunath

Dadaji Street, Fort,

Mumbai 400 001.

Date of

Resignation:

30th September

2019

30th September 2017

5.1.11 Details of borrowings of the Issuer, as on latest quarter end:

(i) Details of Secured Loan Facilities :-

Lender’s

Name

Type of

Facility

Amt

Sanctioned

Principal

Amt

Outstanding

Repayment

Date /

Schedule

Security

NA NA NA NA NA NA

(ii) Details of Unsecured Loan Facilities:-

Lender’s Name Type of Facility Amount

Sanctioned

Principal Amt

Outstanding

Repayment Date /

Schedule

Shapoorji

Pallonji And

Company Pvt Ltd

Intercorporate

Loan

1,75,00,00,000 1,51,00,00,000 Repayable on

demand

(iii) Details of NCDs:-

Debentur

e Series

Tenor/

Period of

Maturity

Interest Amount

(INR)

Date of

Allotment

Redempti

on Date/

Schedule

Credit

Rating

Secured /

Unse

cured

Security

Series E 96 months NA 6,00,00,0

0,000

21st

December

2012

21st Dec

2020

CARE

AA(CE)

Secured A first

ranking

charge over

the cash

assets1.

Series IE 78 months NA 1,81,90,0

0,000

12th June

2014

12th Dec

2020

CARE

AA(CE)

Secured A first

ranking

charge over

the cash

assets2 and

the Charged

Afcons

32




Debentur

e Series

Tenor/

Period of

Maturity

Interest Amount

(INR)

Date of

Allotment

Redempti

on Date/

Schedule

Credit

Rating

Secured /

Unse

cured

Security

CCPS3.

Series IIA 36 months NA 2,00,00,0

0,000

28th June

2018

28th June

2021

CARE

AA(CE)

Unsecured A first

ranking

charge over

the cash

assets4

Series IIB 38 months NA 1,75,00,0

0,000

28th June

2018

28th

August

2021

CARE

AA(CE)

Unsecured A first

ranking

charge over

the cash

assets4 1 All the rights, title, interest and benefits in, to and under the existing account bearing account number 1540962-000, the

cash top-up fixed deposits and all amounts standing to the credit of the said account and the cash top-up fixed deposits from time to time as provided in the Deed of Hypothecation dated 19 December 2012 entered into between the Issuer

and the Debenture Trustee. 2 All the rights, title, interest and benefits in, to and under the existing account bearing account number 1540962-001, the

cash top-up fixed deposits and all amounts standing to the credit of the said account and the cash top-up fixed deposits

from time to time as provided in the Deed of Hypothecation dated 5 June 2014 entered into between the Issuer and the Debenture Trustee

3 51,500,000 compulsorily convertible preference shares with a nominal value of INR 10 each issued by Afcons

Infrastructure Limited 4 All the rights, title, interest and benefits in, to and under the existing account bearing account number 1540962-002 000,

the cash top-up fixed deposits and all amounts standing to the credit of the said account and the cash top-up fixed deposits from time to time as provided in the Deed of Hypothecation dated 6 July 2018 entered into between the Issuer and the

Debenture Trustee.

(iv) List of Top 10 Debenture Holders (as on 30th September 2019)

Sr.No. Name of Debenture Holders Amount (As per GAAP)

Rs. in Million

1 DB International (Asia) Limited INR 18,879million*

* aggregate of principal plus redemption premium payable up till 30th September 2019

Note: Top 10 holders’ (in value terms, on cumulative basis for all outstanding debentures

issues) details should be provided.

(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 – NA

(vi) Details of Commercial Paper:- The total Face Value of Commercial Papers Outstanding as

on latest quarter end to be provided and its breakup in following table:-

Maturity Date Amt Outstanding

NA NA

(vii) Details of Rest of the borrowing (if any including hybrid debt like FCCB, Optionally

Convertible Debentures / Preference Shares) as on 31st March 2019:-

Party Type of Amt Principal Repayment Credit Secured / Securi

33




Name (in

case of

Facility) /

Instrument

Name

Facility /

Instrumen

t

Sanctioned

/ Issued

Amt

Outstandin

g

Date/

Schedule

Rating Unsecured ty

NA NA NA NA NA NA NA NA

(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- NA

(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:-

Sr No Name of the

shareholders

Total

No of

Equity

Shares

No of

shares in

demat

form

Total

shareholding as

% of total no of

equity shares

No of

Shares

Pledged

% of Shares

pledged with

respect to

shares owned

1. SC Finance

and

Investments

Private

Limited

5000 NA 50% NA NA

2. SP Finance

Private

Limited

5000 NA 50% NA 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

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. - * Attached as Annexure 2

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 – NA

5.1.16 Details of the debenture trustee is as mentioned above and they have given their consent to the Issuer

for their appointment under regulation 4(4) of the SEBI Regulations and in all the subsequent

periodical communications sent to the holders of debt securities.

34




5.1.17 The credit rating letter issued (not older than one month on the date of opening of the issue) by the

rating agencies is enclosed as Annexure 3.

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 - Please refer to Clause 5.1.23

5.1.19 Copy of consent letter from the Debenture Trustee is obtained and attached as Annexure 4.

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

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

35




involving financial obligations of the Issuer.

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 30 August 2012.

(iii) Certified true copy of the board resolution dated 3 December 2012, authorizing the issue

of private placement of the 8,000 rated, listed, zero coupon, secured, redeemable, non-

convertible debentures of the nominal value of INR 1,000,000 each (“2012 Debentures”).

(iv) Copy of letter from ICRA Limited dated 18 December 2012 assigning [ICRA]AA+(SO)

to the 2012 Debentures.

(v) Copy of the debenture trust deed dated 19 December 2012 between the Debenture Trustee

and the Issuer.

(vi) Copy of the debenture trustee agreement dated 18 December 2012 between the Debenture

Trustee and the Issuer.

(vii) Copy of the deed of hypothecation dated 19 December 2012 between Issuer and the

Debenture Trustee.

(viii) Copy of the hypothecation power of attorney dated 19 December 2012.

(ix) Copy of the credit support undertaking dated 19 December 2012 from SP Finance Private

Limited, SC Finance and Investments Private Limited, Sterling Investment Corporation

Private Limited, CI and Issuer to the Debenture Trustee in respect of the 2012 Debentures.

(x) Certified true copy of the resolution of the Issuer dated 30 September 2013 regarding re-

appointment of auditors, appointment of directors and approving annual accounts.

(xi) Certified true copy of Board resolution dated 13 May 2014, authorizing the issue of

private placement of the 4,500 rated, listed, zero coupon, secured, redeemable, non-


(xii) Certified true copy of the resolution of the Issuer appointing M. V. Ghelani & Co. as

Auditors of the Issuer.

(xiii) Copy of letter from ICRA Limited dated 05 June 2014 assigning [ICRA]AA+(SO) to the

2014 Debentures.

(xiv) Copy of tripartite agreement between the Issuer, Universal Capital Securities Pvt. Ltd.

and National Securities Depository Limited.

(xv) Copy of the Debenture Trust Deed dated 5 June 2014 between Debenture Trustee and the

Issuer.

(xvi) Copy of the Debenture Trustee Agreement dated 5 June 2014 between Debenture Trustee

and the Issuer.

(xvii) Copy of the Credit Support Undertaking dated 5 June 2014 from SP Finance Private


Private Limited, CI and Issuer to Debenture Trustee in respect of the 2014 Debentures.

(xviii) Copy of the Deed of Hypothecation dated 5 June 2014 between Issuer and Debenture

Trustee.

(xix) Copy of the Hypothecation Power of Attorney dated 5 June 2014.

(xx) Copy of the Amendment Deed dated 5 June 2014 in relation to the Debenture Trust Deed

dated 19 December 2012 between the Debenture Trustee and the Issuer.

(xxi) Copy of the Amendment Deed dated 12 June 2014 in relation to the amendment to the

36




debenture trust deed dated 5 June 2014 between the Debenture Trustee and the Issuer.

(xxii) Copy of the Amendment Deed dated 12 June 2014 in relation to the amendment to the

Deed of Hypothecation dated 5 June 2014 between the Debenture Trustee and the Issuer.

(xxiii) Copy of the Amendment Deed dated 14 December 2017 in relation to the amendment to

the debenture trust deed dated 19 December 2012 between the Debenture Trustee and the

Issuer.

(xxiv) Copy of the Amendment Deed dated 14 December 2017 in relation to the amendment to

the credit support undertaking dated 19 December 2012 between the Debenture Trustee

and the Issuer from SP Finance Private Limited, SC Finance and Investments Private

Limited, Sterling Investment Corporation Private Limited, CI and Issuer to the Debenture

Trustee in respect of the 2012 Debentures.

(xxv) Certified true copy of the board resolution dated 23 November 2017, authorizing the

restructuring of the unredeemed portion of the 2012 Debentures

(xxvi) Copy of letter from CARE Ratings Limited dated 05 December 2017 assigning CARE

AA+(SO) to the unredeemed portion of the 2012 Debentures.

(xxvii) Certified true copy of the resolution of the Issuer appointing MH. Vadiwalla & Co as

Auditors of the Issuer.

(xxviii) Certified true copy of the board resolution dated 5 April 2018, authorizing the issue of

private placement of the 3,750 rated, listed, zero coupon, unsecured, redeemable, non-


(xxix) Certified true copy of the special resolution dated 6 April 2018, authorizing the issue of

private placement of the 2018 Debentures.

(xxx) Copy of letter from Care Ratings Limited dated 20 April 2018 assigning CARE AA+(SO)

to the 2018 Debentures.

(xxxi) Copy of the debenture trust deed dated 25 April 2018 between the Debenture Trustee and

the Issuer.

(xxxii) Copy of the debenture trustee agreement dated 25 April 2018 between the Debenture


(xxxiii) Copy of the credit support undertaking dated 25 April 2018 from SP Finance Private


Private Limited, CI and Issuer to the Debenture Trustee in respect of the 2018 Debentures.

(xxxiv) Copy of the Amendment Deed dated 25 April 2018 in relation to the amendment to the

debenture trust deed dated 18 December 2012 between the Debenture Trustee and the

Issuer.

(xxxv) Copy of the Amendment Deed dated 25 April 2018 in relation to the amendment to the

credit support undertaking dated 18 December 2012 between the Debenture Trustee and

the Issuer from SP Finance Private Limited, SC Finance and Investments Private Limited,

Sterling Investment Corporation Private Limited, CI and Issuer to the Debenture Trustee

in respect of the 2012 Debentures.

(xxxvi) Copy of the Amendment Deed dated 25 April 2018 in relation to the amendment to the


(xxxvii) Copy of the Amendment Deed dated 25 April 2018 in relation to the amendment to the

credit support undertaking dated 5 June 2014 between the Debenture Trustee and the

Issuer from SP Finance Private Limited, SC Finance and Investments Private Limited,

Sterling Investment Corporation Private Limited, CI and Issuer to the Debenture Trustee

in respect of the 2014 Debentures.

(xxxviii) Copy of the Amendment Deed dated 29 November 2018 in relation to the amendment to

the debenture trust deed dated 18 December 2012 between the Debenture Trustee and the

Issuer.

37




(xxxix) Copy of the Amendment Deed dated 26 June 2019 in relation to the amendment to the


(xl) Certified true copy of the board resolution dated 24 December 2019, authorizing the issue

of private placement of the Debentures.

(xli) Certified true copy of the special resolution dated 26 December 2019, authorizing the

issue of private placement of the Debentures.

(xlii) Copy of letter from Care Ratings Limited dated 14 January 2020 assigning Provisional

CARE AA(CE) to the Debentures.

(xliii) Copy of the debenture trust deed dated 27 January 2020 between the Debenture Trustee

and the Issuer.

(xliv) Copy of the debenture trustee agreement dated 27 January 2020 between the Debenture


(xlv) Copy of the credit support undertaking dated 27 January 2020 from CI and the Issuer to

the Debenture Trustee in respect of the Debentures.

(xlvi) Copy of the share pledge agreement dated 27 January 2020 between the Company, the

Common Pledgor and the Common Security Trustee in relation to the creation of security

over the Common Pledgor Charged Assets in favour of the Common Security Trustee in

relation to the 2012 Debentures, 2014 Debentures, 2018 Debentures and the Debentures.

(xlvii) Copy of the share pledge agreement dated 27 January 2020 between the Issuer, each

Individual Pledgor and the Common Security Trustee for creation of security over their

respective portion of the Individual Pledgors Charged Assets in favour of the Common

Security Trustee in relation to the 2012 Debentures, 2014 Debentures, 2018 Debentures

and the Debentures

(xlviii) Copy of the Escrow Agreement dated 27 January 2020 between the Issuer, the Common

Pledgor, the Escrow Agent and the Common Security Trustee in relation to the

appointment of the Escrow Agent as the agent of the Common Security Trustee for the

purposes of holding in escrow the Common Pledge Shares in relation to the 2012

Debentures, 2014 Debentures, 2018 Debentures and the Debentures

(xlix) Copy of the unattested deed of hypothecation dated 27 January 2020 between the Issuer

and the Common Security Trustee for creation of security over the Common Company

Charged Assets in favour of the Common Security Trustee in relation to the 2012

Debentures, 2014 Debentures, 2018 Debentures and the Debentures

(l) Copy of the unattested deed of hypothecation dated 27 January 2020 between the Issuer

and the Debenture Trustee for creation of security over the Company Charged Assets in

favour of the Debenture Trustee in relation to the Debentures.

(li) Copy of the Deed of Subordination dated 27 January 2020 between the Issuer, SPCPL

the Debenture Trustee and the debenture trustees for the Existing Debentures.

5.1.24 Any material event/development or change at the time of issue or subsequent to 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 Invited Eligible Investors’ decision to invest in the

Debentures

5.1.25 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

38




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.

5.1.26 The discount at which such offer is made and the effective price for the investor as a result of such

discount

The Debentures are issued at par.

5.1.27 The debt equity ratio prior to and after issue of the debt security

Prior to Issue After the Issue

Debt Equity Ratio

(based on 30th September

2019 financials)

0.570 0.921

5.1.28 Servicing behavior on existing debt securities, payment of due interest on due dates on term loans

and debt securities.

The repayment of principal and other amounts on existing loans and debt securities is being done

in a timely manner.

5.1.29 That the permission/consent from the prior creditor for a second or pari passu charge being created

in favor of the trustee to the proposed issue has been obtained- NA

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

The Issuer proposes to issue two series of Debentures in aggregate of INR 825 crores, to be issued

on a private placement basis.

5.2.2 Issue Size

INR 825 crores

5.2.3 Summary term sheet including information pertaining to the Debentures:

Security Name GIPL

Issuer Goswami Infratech Private Limited having its registered office at

E1, 3rd Floor, Videocon Tower, Jhandewalan Extension, New

Delhi – 110055

Type of Instrument Redeemable, zero coupon, rated and listed non convertible

debentures

Nature of

Instrument

The Debentures shall have the benefit of Security created over the

Charged Assets but are not “secured debentures” for the purposes

of Section 71 of the Act.

Seniority Senior

Mode of Issue Private placement under the electronic book mechanism of the

39




BSE

Eligible Investors As specified under the paragraph titled “Eligible Investors” in the

Definitions and Abbreviations.

Listing (including

name of stock

Exchange(s) where it

will be listed and

timeline for listing)

On the Wholesale Debt Market (WDM) Segment of the BSE

within 15 days after the Deemed Date of Allotment.

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 Provisional CARE AA(CE) by CARE Ratings Limited

Issue Size INR 825 crores

Option to retain

oversubscription

(Amount)

NA

Objects of the Issue advancing monies to or making investments in SPCPL (directly or

indirectly) and other general corporate purposes

Details of the

utilization of the

Proceeds

To utilize proceeds for advancing monies to or making

investments in SPCPL (directly or indirectly), other general

corporate purposes and meeting the costs, fees and expenses

related to the Issue, in compliance with the provisions of

Applicable Law

Interest /Coupon

Rate

NA

Step Up/Step Down

Coupon Rate

NA

Interest Payment

Frequency

NA

Interest payment

dates

NA

Interest Type NA

Interest Reset

Process (including

rates, spread,

effective date,

interest rate cap and

floor etc).

NA

Day Count Basis Actual/ Actual

Interest on

Application Money

NA

Default Interest Rate 2% per annum

Tenor/ Maturity Debentures Tenor

Series A 15 months after the Pay-In Date

Series B 40 months after the Pay-In Date

Redemption Date The Final Redemption Date or an Early Redemption Date, as the

case may be.

Redemption Amount Debentures Redemption Amount (INR)

40




Series A 3,759,547,167

Series B 7,765,615,694

Redemption Premium

(Yield)/ Discount

13.8% per annum

Early Redemption Occurrence of the following events pursuant to which the

Debentures are required to be redeemed in accordance with the

Debenture Trust Deed:

(i) occurrence of an illegality;

(ii) occurrence of a Market Disruption Event;

(iii) making of a Top-Up Trigger Early Redemption by the

Issuer;

(iv) occurrence of a Optional Redemption Event;

(v) occurrence of an FPI Redemption Event;

(vi) occurrence of a Mandatory Prepayment Event,

(vii) occurrence of an Excess Dividend Redemption Event; or

(viii) occurrence of an Event of Default.

Break Costs (a) In respect of any early redemption of any Debentures (in case

of Series A Debentures, other than on the applicable Optional

Redemption Date), the aggregate of:

(b) the applicable Make Whole Amount; and

(c) an amount equal to the aggregate of any funding charge, cost,

loss or other liability that is incurred or will be incurred by the

relevant Debenture Holder as a consequence of the Nominal

Value of its Debentures or any part thereof being paid

otherwise than on the relevant Final Redemption Date, and

includes any costs incurred as a result of that Debenture

Holder terminating all or any part of its fixed rate, swap or

other hedging arrangements in relation to the Debentures and

any direct/indirect costs incurred by any Debenture Holder

(who is a FPI investing under the voluntary redemption route)

for re-investment of the Accrued Amount (including

difference between Yield and interest that the Debenture

Holder can earn by investment in Indian government

securities and/or treasury bills for a tenor equivalent to the

residual tenor of the Debentures), and all other amounts

payable to such Debenture Holder as per Applicable Laws.

Issue Price INR 1,000,000/- for each Debenture

Discount at which

security is issued

and the effective

yield as a result of

such discount

NA

Optional

Redemption Date

(Put Date)

In relation to the Series A Debentures, the date falling 12 months

and 1 day after the Pay In Date i.e. 1 February 2021.

Optional

Redemption Price

(Put Price)

Accrued Premium and all other amounts payable to the relevant

Debenture Holders under the Transaction Documents or otherwise

in respect of the Series A Debentures held by the relevant

Debenture Holders on the Optional Redemption Date for such

41




Series A Debentures stipulated in the Optional Redemption

Notice(s)

Call Date Same as Optional Redemption Date (Put Date)

Call Price Same as Optional Redemption Price (Put Price)

Optional

Redemption Notice

(Put Option

Notification Time)

At least 30 Business Days prior to the Optional Redemption Date.

Call Notification

Time

Same as Optional Redemption Notice (Put Option Notification

Time)

Face Value INR 1,000,000/- each for Series of Debentures

Minimum

Application/

Minimum Bid Lot

1 Debenture and in multiple of 1 Debenture thereafter

Issue Timing

1. Issue Opening Date

2. Issue Closing Date

3. Pay-in Date

4. Deemed Date of

Allotment

29 January 2020

29 January 2020

30 January 2020

The same date as Pay-in Date

Issuance mode of the

Instrument

Demat only (for private placement)

Trading mode of the

Instrument

Demat only (for private placement)

Settlement mode of

the Instrument

Any payments to be made to a Debenture Holder shall be made

by the 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

Convention

If any coupon payment date falls on a day other than a Business

Day, such coupon 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 3 Business Days before

the Redemption Date of that Debenture

Security (where

applicable)

(Including

description, type of

security, type of

charge, likely date of

(a) a first ranking exclusive charge to be created by the Issuer in

favour of the Debenture Trustee (for the benefit of the

Debenture Holders) over the Company Charged Assets, in

form and substance satisfactory to the Debenture Trustee and

as per the Deed of Hypothecation;

(b) a first ranking exclusive (A) fixed charge over the Charged

Afcons CCPS; and (B) floating charge over the Floating

42




creation of security,

minimum security

cover, revaluation,

replacement of

security, interest to

the debenture holder

over and above the

coupon rate as

specified in the

Trust Deed).

Charged Assets to be created by the Company in favour of the

Common Security Trustee (for the benefit of the Common

Secured Parties), in form and substance satisfactory to the

Common Security Trustee and as per the Common Deed of

Hypothecation;

(c) a first ranking exclusive security over the Common Pledgor

Charged Assets to be created by the Common Pledgor in

favour of the Common Security Trustee (for the benefit of the

Common Secured Parties), in form and substance satisfactory

to the Common Security Trustee and as per the Common Share

Pledge Agreement; and

(d) a first ranking exclusive security over the Individual Pledgor

Charged Assets to be created by the Individual Pledgors and

the Co-pledgors in favour of the Common Security Trustee (for

the benefit of the Common Secured Parties), in form and

substance satisfactory to the Common Security Trustee and as

per the Individual Pledgors Share Pledge Agreement.

The Debentures shall have the benefit of Security created over the

Charged Assets but are not “secured debentures” for the purposes

of Section 71 of the Act.

Upon failure of creation and perfection of the Security within the

prescribed timelines, Default Interest shall accrue on the

outstanding Debentures for the period from (and including) the

date of occurrence of such an Event of Default (but excluding) the

earlier of (A) the date on which it is remedied, or (B) the Debt is

discharged in full in accordance with the Transaction Documents.

Credit Support

Undertaking

The undertaking dated on or about the date of the Debenture Trust

Deed provided by the Credit Support Provider in favour of the

Debenture Trustee for the benefit of the Debenture Holders

Escrow Agreement The escrow agreement dated on or about the date of the Debenture

Trust Deed entered or to be entered into between the Company,

the Common Pledgor, Deutsche Bank AG, Mumbai Branch (the

Escrow Agent) and the Common Security Trustee in relation to

the appointment of the Escrow Agent as agent of the Common

Security Trustee for the purposes of holding in escrow the

Common Pledge Shares.

Letter Agreement means the letter dated on or around the date of the Debenture Trust

Deed entered or to be entered into between the Company, the

Common Pledgor and the Debenture Trustee.

Deed of

Subordination

means the deed of subordination entered on or about the date of

this Deed between the Company, SPCPL, the Debenture Trustee

and the debenture trustees for the Existing Debentures.

LTV On any Calculation Date, the percentage calculated in accordance

with the following formula:

LTV = [(NA - A)/(PV)]

43




where:

“LTV” means the LTV on that Calculation Date;

“PV” means the Portfolio Value on that Calculation Date;

“NA” means the aggregate of the Accrued Amount of the

Debentures across all Series as at that Calculation Date provided

that where the LTV is being calculated as at the Initial Cover Date,

such calculation shall be made as if all the Debentures have

already been paid for and allotted; and

“A” means the aggregate amount standing to the credit of the Cash

Top-Up Account and the present value of the aggregate amounts

standing to the credit of the Cash Top-Up Fixed Deposits as at 4

p.m. on that Calculation Date.

Initial LTV means the LTV calculated on the Initial Cover Date.

Top-Up Trigger

Event

Top-Up Trigger Event means the LTV being 2.29% or greater

(being the fixing determined as being a 25% fall in the Portfolio

Value as on the Initial Cover Date).

If, on any Calculation Date after the Initial Cover Date, a Top-Up

Trigger Event occurs, the Issuer shall procure that the LTV is

restored to the Initial LTV on the twentieth Business Day falling

after that Calculation Date

Cash Top-Up Account The INR denominated bank account in the name of the Company

with account number 1540962003 held with the Account Bank (or

any other account being a renewal, re-designation or replacement

of that account as the Account Bank may from time to time

specify by notice in writing to the Company and the Debenture

Trustee).

Cash Top-Up Fixed

Deposits

Each Rupee denominated fixed term deposit account opened and

maintained in the name of the Issuer with the Account Bank (or

any other account being a renewal, re-designation or replacement

of that account as the Account Bank may from time to time

specify by notice in writing to the Issuer and the Debenture

Trustee) in accordance with the provisions of the Debenture Trust

Deed.

Cash Top-Up Assets All of the Issuer’s rights, title, interest and benefits in, to and under

the Cash Top- Up Account, the Cash Top-Up Fixed Deposits and

all amounts standing to the credit of the Cash Top-Up Account

and the Cash Top-Up Fixed Deposits from time to time.

Top Down Trigger

Event

On any Trading Day, the LTV being 1.12% or less than that

Trading Day and on each of the 20 consecutive Trading Days

falling immediately prior to that Trading Day.

Financial

Indebtedness

Any indebtedness whether secured or unsecured, from banks,

financial institutions or any other persons in respect of:

(a) moneys borrowed;

44




(b) any acceptance credit (including any dematerialised

equivalent);

(c) any bond, note, debenture, loan stock or other similar

instrument;

(d) any redeemable preference share;

(e) any agreement treated as a finance or capital lease in

accordance with GAAP or Indian Accounting Standards (IND

AS), as applicable;

(f) receivables sold or discounted (other than any receivables to

the extent they are sold on a non-recourse basis);

(g) the acquisition cost of any asset or service to the extent

payable after its acquisition or possession by the party liable

where the advance or deferred payment:

(h) is arranged primarily as a method of raising finance or of

financing the acquisition of that asset or service or the

construction of that asset or service; or

(i) involves a period of more than six months after the date of

acquisition or supply;

(j) any derivative transaction protecting against or benefiting

from fluctuations in any rate or price (and, except for non-

payment of an amount, the then mark-to-market value of the

derivative transaction will be used to calculate its amount);

(k) any other transaction (including any forward sale or purchase

agreement) entered into primarily as a method of raising

finance;

(l) any counter-indemnity obligation in respect of any guarantee,

indemnity, bond, letter of credit or any other instrument

issued by a bank or financial institution;

(m) the amount of any liability in respect of a put option,

guarantee, indemnity, capitalisation undertaking, letter of

comfort or any other obligation to provide support

(howsoever described) in relation to any assets including, but

not limited to, securities, movable assets and immovable

assets; or

(n) the amount of any liability in respect of any put option,

guarantee, indemnity, capitalisation undertaking or any other

obligation to provide support (howsoever described) for any

of the items referred to in paragraphs (a) to (i) above

(o)

Drawdown Date/

Issue Date

It shall be the same as Pay-In Date

Transaction

Documents

(a) The Debenture Trust Deed;

(b) the Debenture Trustee Agreement;

(c) the Common Security Trustee Agreement;

(d) the Escrow Agreement;

(e) each Security Document;

(f) the Credit Support Undertaking;

(g) this Information Memorandum;

(h) the Letter Agreement;

45




(i) the Deed of Subordination;

(j) the Fee Letter; and

any other document that may be designated as a Transaction

Document by the Debenture Trustee and the Issuer.

In the event of any conflict or inconsistency between any terms or

provisions of the Information Memorandum and the other

Transaction Documents, the Transaction Documents will prevail.

Conditions Precedent

to Disbursement

(a) In relation to the Obligors

(i) A copy of the constitutional documents of (i) the

Company, and (ii) Common Pledgor (reflecting the

amendments as specified by the Debenture Trustee);

(ii) A copy of a resolution of the board of directors of the

Issuer;

(iii) A copy of a resolution of the board of directors of the

Common Pledgor;

(iv) A specimen of the signature of each person authorised

by the resolutions and the powers of attorney referred

to in paragraphs (ii) and (iii) above;

(v) A specimen of the signatures of each Individual

Pledgor and each Co-pledgor;

(vi) A copy of the special resolution passed by the

shareholders of the Issuer under Rule 14(2) of the

Companies (Prospectus and Allotment of Securities)

Rules, 2014 approving the offer of Debentures for

subscription by way of private placement;

(vii) A copy of the special resolution of the shareholders of

the Common Pledgor passed under and in accordance

with Section 186 of the Act for creation of Security on

the Common Pledgor Charged Assets in favour of the

Common Security Trustee for the Debentures issued by

the Company under and in accordance with Section

186 of the Act.

(viii) A certificate from the Issuer (signed by a director)

confirming that:

(A) borrowing, securing or otherwise collateralising,

as appropriate, the Debt would not cause any

borrowing, securing, collateralising or similar

limit binding on it to be exceeded (including any

limits imposed under any resolution passed by

the shareholders of the Issuer);

(B) each copy document relating to it specified in

Schedule 5 (Conditions) of the Debenture Trust

Deed is correct, complete and in full force and

effect as at a date no earlier than the date of the

Debenture Trust Deed;

(C) the Issuer has sufficient assets to maintain 100%

asset cover sufficient to discharge the principal

46




amount of the Debentures in accordance with the

provisions of the SEBI (Listing Obligations and

Disclosure Requirements) Regulations, 2015

and the Listing Agreement once the Debentures

are issued and allotted;

(D) a resolution of the shareholders of the Issuer

under Section 180 is not required in relation to

the Transaction Documents since the Issuer is a

private company and not the subsidiary of a

public company under the Act;

(E) no Default is continuing or would result from the

allotment of Debentures under the proposed

Issue;

(F) no application for initiation of an insolvency

resolution process under the Insolvency Code

has been filed in relation to the Issuer;

(G) no steps have been taken towards initiation or

formulation of a resolution plan in relation to the

Issuer under applicable Reserve Bank of India

regulations on stressed assets;

(H) the representations and warranties set out in

Schedule 3 (Representations and Warranties) of

the Debenture Trust Deed and in each other

Transaction Document to which it is a party

(specifically identified as representations and

warranties in such Transaction Documents) are

true;

(I) no execution or other legal process issued on a

judgment, decree or order of any court in favour

of a creditor of the Issuer remains unsatisfied in

whole or in part;

(J) to the best of his knowledge and belief, no action

has been taken or is pending (including the filing

of documents with any court), no other steps

have been taken by any person and no legal

proceedings have been commenced or are

threatened or are pending for:

1. the winding up, insolvency resolution,

liquidation, dissolution, administration or

reorganization of the Issuer;

2. the Issuer to enter into any composition or

arrangement with its creditors generally; or

3. the appointment of a receiver, insolvency

resolution professional, administrator,

liquidator, administrative receiver, trustee or

similar officer in respect of the Issuer or any

of its property, undertaking or assets;

4. and no event equivalent to any of the

foregoing has occurred in or under the laws

47




of India;

(K) the Issue, the entry into of the Transaction

Documents to which it is a party and any security

created by the Issuer under or pursuant to the

Transaction Documents to which it is a party

will be entered into or made, as the case may be,

by the Issuer, in good faith and for the purpose

of carrying on its business, and there are

reasonable grounds for believing that such entry

into of such Transaction Documents and the

creation of security thereunder would benefit the

Issuer; and

(L) in issuing and allotting the Debentures and in

entering into the Transaction Documents to

which it is a party and/or creating the security

under or pursuant to the Transaction Documents

to which it is a party, the Issuer has no desire to

give a preference to any person as contemplated

by Section 328 of the Companies Act, 2013; and

(ix) A certificate from the Common Pledgor (signed by a

director) confirming that:

(A) providing credit support to the Debt in terms of

the Credit Support Undertaking and providing

Security or otherwise collateralizing the Debt

pursuant to the Security Documents to which it

is a party would not cause any guaranteeing,

lending, investment or similar limit binding on it

to be exceeded;

(B) each copy document relating to it specified in

this Schedule 5 (Conditions) is correct, complete

and in full force and effect as at a date no earlier

than the date of the Debenture Trust Deed;

(C) no application for initiation of an insolvency

resolution process under the Insolvency Code

has been filed in relation to the Common

Pledgor;

(D) no steps have been taken towards initiation or

formulation of a resolution plan in relation to the

Common Pledgor under applicable Reserve

Bank of India regulations on stressed assets.

(E) a resolution of the shareholders of the Common

Pledgor under Section 180 of the Act is not

required in relation to the Transaction

Documents to which it is a party since the

Common Pledgor is a private company and not

the subsidiary of a public company under the

Act;

(F) no action, proceedings or other procedure or step

is taken or declaration made to take over the

48




management of the Common Pledgor by any

appropriate regulator and/or to initiate

proceedings against the Common Pledgor under

the Insolvency Code or any other analogous law,

or any notice is given or application is made by

any person to any appropriate regulator in this

regard;

(G) other than as disclosed in the certificate referred

to in paragraph #(c)(vi) below, there are no

proceedings pending before, or claims due to,

any Tax authority which could result in any

Common Pledgor Charged Assets being or

becoming subject to any Tax claims pursuant to

Section 281 of the Tax Act

(b) Individual Pledgors and Co-pledgors

Evidence satisfactory to the Debenture Trustee that each

Individual Pledgor was a “person resident in India” on the date

of acquisition by it of their respective Individual Pledgors

Pledge Shares.

(c) Security and Transaction Documents

(i) A copy of each of the following Transaction

Documents, duly executed by the parties to it:

(A) the Debenture Trustee Deed;

(B) the Debenture Trustee Agreement;

(C) the Credit Support Undertaking;

(D) the Deed of Hypothecation;

(E) the Common Deed of Hypothecation;

(F) the Common Share Pledge Agreement;

(G) the Individual Pledgors Share Pledge

Agreement;

(H) the Escrow Agreement;

(I) the Deed of Hypothecation;

(J) the Common Security Trustee Agreement;

(K) each Power of Attorney, duly notarised;

(L) the Letter Agreement

(M) this Information Memorandum; and

(N) each other Transaction Document (if any).

(ii) Confirmation from the Common Security Trustee that

it has received the relevant deposit documents from the

Common Pledgor and the Individual Pledgors pursuant

to the Common Share Pledge Agreement and the

Individual Pledgors Share Pledge Agreement in form

and substance satisfactory to it.

(iii) Confirmation from the Escrow Agent that it has

received the shares being pledged pursuant to the

Common Share Pledge Agreement.

(iv) Confirmation from the Debenture Trustee that it has

received a certificate issued by the legal advisers to the

Company, confirming that the Common Pledgor (i) is

49




the legal and beneficial holders of 6,804 shares of the

Portfolio Holding Company, and (ii) holds valid share

certificates evidencing such ownership;

(v) A certificate from the statutory auditor of the Issuer

confirming details of proceedings pending before, or

claims due to, any Tax authority in respect of the Issuer

which could result in any Company Charged Assets

and/or any Common Company Charged Assets being

or becoming subject to any Tax claims pursuant to

Section 281 of the Tax Act.

(vi) A certificate from the statutory auditor of the Common

Pledgor confirming details of proceedings pending

before, or claims due to, any Tax authority in respect

of such Common Pledgor which could result in any

Common Pledgor Charged Assets being or becoming

subject to any Tax claims pursuant to Section 281 of

the Tax Act.

(vii) A certificate from the chartered accountant in relation

to each of the Individual Pledgor confirming details of

proceedings pending before, or claims due to, any Tax

authority in respect of such Individual Pledgor which

could result in any Charged Assets being or becoming

subject to any Tax claims pursuant to Section 281 of

the Tax Act.

(viii) A certificate from the chartered accountant in relation

to each of the Co-pledgor confirming details of

proceedings pending before, or claims due to, any Tax

authority in respect of such Co-pledgor which could

result in any Charged Assets being or becoming subject

to any Tax claims pursuant to Section 281 of the Tax

Act.

(ix) A copy of the application for no-objection certificate

from the Tax authorities under Section 281 of the Tax

Act in respect of the Security created or to be created

by the Company pursuant to the Transaction

Documents filed with and acknowledged by the Tax

authorities.

(x) A copy of the application for no-objection certificate


Act in respect of the respective Security created or to

be created by the Common Pledgor pursuant to the

Transaction Documents filed with and acknowledged

by the Tax authorities.

(xi) A copy of the application for no-objection certificate



by the Individual Pledgors pursuant to the Transaction


authorities.

50




(xii) A copy of the application for no-objection certificate



by the Co-pledgors pursuant to the Transaction


authorities

(xiii) Filing of form CHG-9 with each relevant Registrar of

Companies in respect of the Security to be created in

relation to the Debentures under the Common Share

Pledge Agreement, the Common Deed of

Hypothecation and the Deed of Hypothecation.

(xiv) Filing of the Hypothecation Form with the Depository

through the CCPS Participant in terms of the

Depositories Act, Depositories Regulations and the

Depositories Business Rules and delivery to the

Common Security Trustee evidence of the filing of the

Hypothecation Form and the registration of the

hypothecation over the Charged Afcons CCPS by the

Depository in its record.

(xv) A copy of the pledge master report from the Common

Security Trustee’s Participant confirming the creation

and the noting of the pledge over the Individual

Pledgors Pledge Shares in favour of the Common

Security Trustee in the records of the Depository.

(xvi) A copy of the most recent constitutional documents of

the Portfolio Holding Company, certified by the

company secretary of the Common Pledgor.

(xvii) A copy of the Common Pledgor Deposit Account

notice of charge duly acknowledged by the Account

Bank.

(xviii) A copy of the Common Pledgor Receivables Account

notice of charge delivered to the Receivables Account

Bank.

(xix) All other documents, and/or evidence of all other steps,

required to perfect the Security created pursuant to the

Transaction Documents as required by the Debenture

Trustee

(d) Rating and Listing

(i) A copy of the rating letter from the Rating Agency

providing a minimum rating of “CARE AA-” to the

Debentures.

(ii) A copy of the in-principle approval letter from the BSE

for listing of the Debentures.

(e) Legal Opinions

(i) A legal opinion of the legal advisers to the Debenture

Trustee substantially in the form distributed to the

Debenture Trustee prior to signing the Debenture Trust

Deed;

(ii) A legal opinion of the legal advisers to the Issuer,

51




substantially in the form distributed to the Debenture

Trustee prior to signing the Debenture Trust Deed.

(f) Other documents and evidence

(i) A Copy of any other authorisation or document,

opinion or assurance which the Debenture Trustee

considers to be necessary or desirable in connection

with the Debentures or the entry into and performance

of the transactions contemplated by any Transaction

Document or for the validity or enforceability of any

Transaction Document.;

(ii) The audited financial statements for the financial year

ended 31 March 2019 of each Obligor (other than

Individual Pledgors);

(iii) Evidence that the costs and expenses due from the

Issuer in connection with the issue of Debentures have

been paid;

(iv) Evidence that stamp duty payable in connection with

the execution, performance and/or enforcement of the

Transaction Documents have been paid;

(v) Evidence to the satisfaction of the Debenture Trustee

that no Top-Up Trigger Event has occurred or is

subsisting on or prior to the Pay-In Date; and

(vi) Confirmation from the Issuer that no Event of Default

or Mandatory Prepayment Event has occurred or is

subsisting on the Pay-In Date.

Condition

Subsequent to

Disbursement

(a) A copy of the certificate of registration of charge provided by

the relevant registrar of companies in connection with the

Common Share Pledge Agreement (in relation to the

Debentures), within 2 days of receipt by the Common Pledgor

and in any event no later than 14 days from the Pay In Date.

(b) A copy of the certificate of registration of hypothecation by

the Depository in its record in relation to the Charged Afcons

CCPS in relation to the Debentures, within 2 days of receipt

by the Company and in any event no later than 14 days from

the Pay In Date.

(c) A copy of the certificate of registration of charge provided by


Common Deed of Hypothecation (in relation to the

Debentures), within 2 days of receipt by the Company and in

any event no later than 14 days from the Pay In Date.

(d) A copy of the certificate of registration of charge provided by


Deed of Hypothecation, within 2 days of receipt by the

Company and in any event no later than 14 days from the Pay

In Date.

(e) As soon as available, a no-objection certificate from the Tax

authorities under Section 281 of the Tax Act in respect of the

security to be created by the Company over the Company

Charged Assets under the Deed of Hypothecation.

52




(f) As soon as available, a no-objection certificate from the Tax


security to be created by the Company over the Common

Company Charged Assets under the Common Deed of

Hypothecation.

(g) As soon as available and in any event no later than 15 days of

the Pay In Date, evidence satisfactory to the Debenture

Trustee that the Company has filed a return of allotment of

securities pursuant to allotment of the Debentures, by filing

Form No. PAS-3 in accordance with Rule 14(4) of the

Companies (Prospectus and Allotment of Securities) Rules,

2014, with the Registrar of Companies, New Delhi.

(h) By no later than 7 Business Days of the Pay In Date (or such

other period as may be mutually agreed between the

Company and the Debenture Trustee (acting on instructions

of the Debenture Holders by Majority Resolution):

(i) evidence of the Cash Top-Up Account having been

opened with the Account Bank and details of the Cash

Top-Up Account; and

(ii) confirmation from the Debenture Trustee that it has

received a copy of the Cash Top-Up Account notice of

charge delivered to the Account Bank, duly

acknowledged by the Account Bank.

(i) By no later than 7 Business Days of the Pay In Date or such

other period as may be mutually agreed between the

Company and the Common Security Trustee (acting on

instructions of the Debenture Trustee), confirmation from the

Common Security Trustee that it has received a copy of the

duly acknowledged Common Pledgor Receivables Account

notice of charge .

(j) co-operate with the Common Security Trustee to enable the

Common Security 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 Common Company Charged Assets by no later than

30 days of the Pay In Date, or such other shorter time period,

if any, notified by any Governmental Authority.

(k) co-operate with the Common Security Trustee to enable the

Common Security 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 Common Pledgor Hypothecated Assets by no later

than 30 days of the Pay In Date, or such other shorter time

period, if any, notified by any Governmental Authority.

(l) As soon as available, a no-objection certificate from the Tax


security to be created by the Common Pledgor over the

Common Pledgor Charged Assets under the Common Share

Pledge Agreement.

53




(m) As soon as available, a no-objection certificate from the Tax


security to be created by each Individual Pledgor over the

Individual Pledgors Charged Assets under the Individual

Pledgors Share Pledge Agreement.

(n) As soon as available, a no-objection certificate from the Tax


security to be created by each Co-pledgor over the Individual

Pledgors Charged Assets under the Individual Pledgors Share

Pledge Agreement.

Events of Default Each of the events or circumstances set out below is an event of

default:

(a) Non payment;

(b) Maximum LTV;

(c) An Obligor does not comply with any of its obligations under

any Transaction Documents to which it is a party;

(d) Misrepresentation;

(e) Cross default;

(f) Insolvency;

(g) Insolvency proceedings;

(h) Material contracts;

(i) Judgments, creditors' process;

(j) Moratorium;

(k) Expropriation;

(l) Cessation of business;

(m) Unlawfulness;

(n) Repudiation;

(o) Security and credit Support;

(p) Material Adverse Effect;

(q) Audit qualification;

(r) Non listing;

(s) Material litigation;

(t) Credit rating;

(u) Change of control;

(v) Merger;

(w) Successors;

(x) Pledge Shares;

(y) Change in law; and

(z) Any other events of default set out in the Debenture Trust Deed

Covenants (i) Information undertakings

(a) Financial statements;

(b) Requirements as to financial statements;

(c) Requirements regarding Debentures;

(d) Information: miscellaneous;

(e) Notification of default;

(f) Books and records; and

(g) Additional information and inspection

(ii) General undertakings

(a) Authorisations;

54




(b) Compliance with laws;

(c) Negative pledge;

(d) Disposals;

(e) Merger;

(f) Capital structure and business;

(g) Constitutional Documents;

(h) LTV and Security Cover;

(i) Further assurances;

(j) Financial Indebtedness;

(k) Acquisitions and investments;

(l) Accounting policies and financial year;

(m) Arm's length dealings;

(n) Restricted payments;

(o) Taxes;

(p) Listing;

(q) Information Memorandum;

(r) Limitation on use of funds;

(s) Wilful defaulter;

(t) Pari passu;

(u) Change of business;

(v) Loans and guarantees;

(w) Auditors;

(x) Bank accounts;

(y) Conduct of business;

(z) Use of proceeds;

(aa) Working capital requirements;

(bb) Anti-Corruption Law;

(cc) Sanctions;

(dd) Recording Security over the Charged Assets;

(ee) Insolvency Proceedings;

(ff) Certificate of Ownership;

(gg) Ranking;

(hh) Powers of Attorney and transfer forms;

(ii) Escrow Agent;

(jj) Portfolio Holding Company;

(kk) Restriction on accessing public funds or issuing

guarantees;

(ll) Appointment of Deutsche Bank AG, Mumbai branch;

(mm) Sterling Indebtedness

(nn) Conversion of Charged Afcons CCPS;

(oo) Financial Debt;

(pp) FATCA;

(qq) Any other covenants as set out in the Debenture Trust

Deed.

Negative Lien (a) Subject to sub paragraph (b) below, the Company shall not

create or permit to subsist any Encumbrance over any of its

assets other than the Encumbrances created under the

Transaction Documents and the existing Encumbrances (as

defined under each Existing Debenture Trust Deed) created

55




under the transaction documents (as defined under each

Existing Debenture Trust Deed), without the prior consent of

the Debenture Trustee.

(b) The Company may create Encumbrances for incurring any

Financial Indebtedness for refinancing the outstanding Debt

with the prior consent of the Debenture Trustee provided that

where such refinancing is in respect of the entire outstanding

Debt in full, such consent shall not be unreasonably withheld.

Provisions related to

Cross Default

Clause

As per the Debenture Trust Deed

Role and

Responsibilities of

Debenture Trustee

As per the Debenture Trust Deed

Governing Law and

Jurisdiction

Indian law, Courts and tribunals in Delhi

5.2.4 Disclosure of Cash Flows: as per SEBI Circular No: CIR/IMD/DF/18/2013 dated October 29,

2013.

Cash Flows Date No. of days in

Coupon Period

Amount (INR)

Series A 30/04/2021 457 3,75,95,47,167

Series B 30/05/2023 1,217 7,76,56,15,694

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 Yield

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 two percent 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

56




(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;

(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.

5.2.7 Private placement offer cum application letter requirements under the Companies Act,

2013

# Particulars

1. GENERAL INFORMATION

(a) Business carried on by the

Company and its subsidiaries

with the details of branches

or units, if any;

For the business of the Company, please see Clause 5.1 above.

Business carried out by its subsidiaries is as follows:

(a) Shapoorji & Company Private Limited was incorporated on

12th February, 1943 as a private limited company under the

Indian Companies Act VII of 1913. The principal objective of

the Company is construction related activities and rental

services. The Company operates through its administrative

office located as follows:

Address Head office/Branch

Office

S.P. Centre, 41/44 Minoo Desai

Marg, Colaba, Mumbai 400

005.

Administrative Office

(b) Shapoorji Pallonji (Gwalior) Private Limited was

incorporated on 26th September, 1944 as a private limited

company under the Gwalior Companies Act (I of Samwat

1963). The principal objective of the Company is construction

related activities and rental services. The Company operates

through its administrative office located as follows:

Address Head office/Branch

Office

S.P. Centre, 41/44 Minoo Desai

Marg, Colaba, Mumbai 400

005.

Administrative Office

57




# Particulars

(b) Brief particulars of the

management of the Company

Please see Clause 5.1.8(i) above.

(c) Names, addresses, DIN and

occupations of the directors

Please see Clause 5.1.8(i) above.

(d) Management’s perception of

risk factors

Please see Clause 4 above

(e) Details of default, if any,

including therein the amount

involved, duration of default

and present status, in

repayment of:

i) statutory dues;

Assessment

Year

Outstanding

demand

Amount (Rs)

Remarks/Status

2015-16

41,586,870 The company has filed an

Appeal before CIT(A) which is

pending for disposal - under

the Income-tax Act, 1961

Various

Years

3,433 Demand as per TRACES in

respect of TDS payments

ii) debentures and interest

thereon;

NA

iii) deposits and interest

thereon;

NA

iv) loan from any bank or

financial institution and

interest thereon.

NA

(f) Names, designation, address

and phone number, email ID

of the nodal/ compliance

officer of the Company, if

any, for the private placement

offer process.

Ms. Pooja Nayak (compliance officer)

Address: A-B 105 Arunodaya Nagar Opp. St Augustine School

Vasai West, Thane - 401 202

Email id: [email protected]

Phone number: 022 67492693

2. PARTICULARS OF THE OFFER

(a) Date of passing of board

resolution

24th December , 2019

(b) Date of passing of resolution

in the general meeting,

authorizing the offer of

securities

26th, December, 2019

€ Kinds of securities offered

(i.e. whether share or

debenture) and class of

security

Up to 8250 rated, listed, zero coupon, redeemable non convertible

debentures of the nominal value of INR 1,000,000 each,

aggregating to not more than INR 8,250,000,000 to be issued by

the Issuer in dematerialized form in two series (being Series A and

Series B)

58




# Particulars

(d) Price at which the security is

being offered including the

premium, if any, alongwith

justification of the price

NA

(e) Name and address of the

valuer who performed

valuation of the security

offered

NA

(f) Relevant date with reference

to which price has been

arrived at

NA

(g) The class or classes of persons

to whom allotment is

proposed to be made

Please see definition of Invited Eligible Investors in Clause 1

(h) Intention of promoters,

directors or key managerial

personnel to subscribe to the

offer (applicable in case they

intend to subscribe to the offer

NA

(i) The proposed time within

which the allotment shall be

completed

60 days from the date of this private placement offer cum

application letter (and in any case within 2 Business Days of the

Pay-in Date)

(j) The names of the proposed

allottees and the percentage

of post private placement

capital that may be held by

them.

The Debentures will be allotted to Successful Invited Eligible

Investors as defined in Clause 5.5.1

(k) The change in control, if any,

in the company that would

occur consequent to the

private placement

NA

(l) The number of persons to

whom allotment on

preferential basis/private

placement/ rights issue has

already been made during the

year, in terms of number of

securities as well as price

NA

The justification for the

allotment proposed to be

made for consideration other

than cash together with

valuation report of the

registered valuer

NA

(m) Amount which the Company

intends to raise by way of

securities

INR 825 crores

59




# Particulars

(n) Terms of raising of securities:

Duration, if applicable, Rate

of dividend or rate of interest,

mode of payment and

repayment

Please see Clause 5.2 above

(o) Proposed time schedule for

which the private placement

offer cum application letter is

valid

3 months from the date of the general meeting authorizing the

issuance and offer of the Debentures

(p) Purposes and objects of the

offer

Please see Clause 5.2 above

(q) Contribution being made by

the promoters or directors

either as part of the offer or

separately in furtherance of

such objects

NA

(r) Principle terms of assets

charged as security, if

applicable

Please see Clause 3.2 above.

(s) The details of significant and

material orders passed by the

Regulators, Courts and

Tribunals impacting the

going concern status of the

Company and its future

operations;

NA

(t) The pre-issue and post-issue

shareholding pattern of the

company

Please see Clause 5.1.7(i). There is going to be no change in the

shareholding pattern of the Company pursuant to the Issue.

(u) Mode of payment for

subscription

Normal banking channels

3. DISCLOSURES WITH REGARD TO INTEREST OF DIRECTORS, LITIGATION ETC

(a) Any financial or other

material interest of the

directors, promoters or key

managerial personnel in the

offer and the effect of such

interest in so far as it is

different from the interests of

other persons

NA

(b) Details of any litigation or

legal action pending or taken

by any Ministry or

Department of the

Government or a statutory

authority against any

promoter of the offeree

NA

60




# Particulars

Company during the last three

years immediately preceding

the year of the circulation of

the offer letter and any

direction issued by such

Ministry or Department or

statutory authority upon

conclusion of such litigation

or legal action shall be

disclosed

(c) Remuneration of directors

(during the current year and

last three financial years

NA

(d) Related party transactions

entered during the last three

financial years immediately

preceding the year of

circulation of offer letter

including with regard to loans

made or, guarantees given or

securities provided

FY 2018-19

Name of the

Related Party

Descripti

on of

Transact

ion

Transacti

on

Amount

(INR)

Outstanding

Amount

(INR)

Shapoorji & Co.

Pvt. Ltd.

Loan

Given &

Interest

thereon

219,973 2,896,010

Shapoorji

Pallonji

(Gwalior) Pvt.

Ltd

Loan

Given &

Interest

thereon

582,927 7,193,069

FY 2017-18

Name of the

Related

Party

Description

of

Transaction

Transactio

n Amount

(INR)

Outstandi

ng Amount

(INR)

Shapoorji &

Co. Pvt. Ltd.

Loan Given

& Interest

thereon

225,000 2,698,035

Shapoorji

Pallonji

(Gwalior)

Pvt. Ltd

Loan Given

& Interest

thereon

596,250 6,668,434

FY 2016-17

Name of the

Related Party

Description

of

Transaction

Transacti

on

Amount

(INR)

Outstand

ing

Amount

(INR)

Shapoorji & Co.

Pvt. Ltd.

Loan Given

& Interest

thereon

225,000 2,495,535

61




# Particulars

Shapoorji

Pallonji

(Gwalior) Pvt.

Ltd

Loan Given

& Interest

thereon

596,250 6,131,809

(e) Summary of reservations or

qualifications or adverse

remarks of auditors in the last

five financial years

immediately preceding the

year of circulation of offer

letter and of their impact on

the financial statements and

financial position of the

Company and the corrective

steps taken and proposed to be

taken by the Company for

each of the said reservations

or qualifications or adverse

remark

NA

(f) Details of any inquiry,

inspections or investigations

initiated or conducted under

the Companies Act or any

previous Company law in the

last three years immediately

preceding the year of

circulation of offer letter in

the case of Company and all

of its subsidiaries. Also if

there were any prosecutions

filed (whether pending or not)

fines imposed, compounding

of offences in the last three

years immediately preceding

the year of the offer letter and

if so, section-wise details

thereof for the Company and

all of its subsidiaries

NA

(g) Details of acts of material

frauds committed against the

Company in the last three

years, if any, and if so, the

action taken by the Company

NA

4. FINANCIAL POSITION OF THE COMPANY

(i) the capital structure of the Company in the following manner in a tabular form:

(a) the authorised, issued,

subscribed and paid up capital

The authorized share capital of the Company is INR 1,00,000

divided into 10,000 Equity Shares of Rs. 10 /- each

62




# Particulars

(number of securities,

description and aggregate

nominal value)

Please see Clause 5.1.11(i)

(b) size of the present offer INR 8,250,000,000

(c) paid up capital:

(A) after the offer; Please see Clause 5.1.11(i)

(B) after conversion of

convertible instruments (if

applicable)

NA

(d) share premium account

(before and after the offer)

NA

(ii) The details of the existing

share capital of the issuer

Company in a tabular form,

indicating therein with regard

to each allotment, the date of

allotment, the number of

shares allotted, the face value

of the shares allotted, the price

and the form of consideration

Provided that the issuer

Company shall also disclose

the number and price at which

each of the allotments were

made in the last one year

preceding the date of the offer

letter separately indicating the

allotments made for

considerations other than cash

and the details of the

consideration in each case

Please see Clause 5.1.7(i).

(b) Profits of the Company,

before and after making

provision for tax, for the three

financial years immediately

preceding the date of

circulation of offer letter

FY 2018-19

(INR)

FY 2017-18

(INR)

FY 2016-17

(INR)

10,65,30,57,505 1,41,78,94,751 4,17,01,46,091

(c) Dividends declared by the

Company in respect of the

said three financial years;

interest coverage ratio for last

three years (Cash profit after

tax plus interest paid/interest

paid

NA

(d) A summary of the financial

position of the Company as in

Please see attached Annexure 1 and Annexure 2

63




# Particulars

the three audited balance

sheets immediately preceding

the date of circulation of offer

letter;

(e) Audited Cash Flow Statement

for the three years

immediately preceding the

date of circulation of offer

letter;

Please see attached Annexure 1 and Annexure 2

(f) Any change in accounting

policies during the last three

years and their effect on the

profits and the reserves of the

Company

NA

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.

64




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

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.

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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,

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

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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:

• 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 Income Tax

Act, 1961, 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.

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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

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 1,000,000/- 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 January 2020

Issue Closing Date: 29 January 2020

Pay-In Date: 30 January 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.

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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 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 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 4.

Rating Letter

CARE Ratings Limited letter dated 14 January 2020 assigning “Provisional CARE AA(CE)" for

the Debenture issued/to be issued by the Issuer under this document. The rating letter is attached

as Annexure 3.

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.

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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.

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: Mr. Jai Mavani / Ms. Sunita Khanna / Ms. Alpa Kapadia

Fax number: +91 22 6633 8176

Email address: [email protected]; [email protected];

[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:

(p) 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;

(q) 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;




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(r) 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

(s) 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,

and if it is expressly marked for the attention of the department or officer identified

5.4.6 Mode of Transfer/ Transmission of Debentures

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. In addition, a Debenture

Holder will have the right to sell participations in its Debentures to one or more persons.

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. In the event of purchase of Debentures by the

Issuer, its affiliates and certain other entities as set out in the Debenture Trust Deed (“Restricted

Entities”), the Restricted Entities will not be entitled to any of the rights and privileges available

to the Debenture Holders including right to receive notices of or to attend and vote at meetings of

the Debenture Holders.

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

71




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 Income Tax Act, 1961, 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 Income Tax Act, 1961.

The Issuer shall deliver the relevant tax deduction certificate to the relevant Debenture Holder in

the format and within the time prescribed under the Income Tax Act, 1961 (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 Delhi.

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73




74




ANNEXURE 1: Abridged version of Audited Consolidated (wherever available) and

Standalone Financial Information for last 3 years

Please refer to Annexure 1

75




ANNEXURE 2: Abridged version of Latest Audited / Limited Review Half Yearly

Consolidated (wherever available) and Standalone Financial Information

Please refer to Annexure 2.

76




ANNEXURE 3: Rating Letter

77




78




79




80




ANNEXURE 4: Consent Letter from Debenture Trustee

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ANNEXURE 5: Application Form

GOSWAMI INFRATECH PRIVATE LIMITED Registered Office: E1, 3rd floor, Videocon Tower, Jhandewalan Extension, New Delhi – 110 055

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: 29 January 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 January 2020

(the “Information Memorandum”), I/ we apply for allotment to me/ us of the rated, listed, zero

coupon, 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)

Series A

No. of Series A Debentures Applied

For (in figures)

No. of Series A Debentures Applied

For (in words)

Amount (INR) (in figures)

Amount (INR) (In words)

Series B

No. of Series B Debentures Applied

For (in figures)

No. of Series B Debentures Applied

For (in words)

Amount (INR) (in figures)

Amount (INR) (In words)

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(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)

Company 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

(E) APPLICANT’S NAME

(F) APPLICANT’S ADDRESS AND CONTACT DETAILS

Pin:

Telephone:

Fax:

E-mail:

Name:

Designation:

Telephone:

Fax:

(G) AUTHORISED SIGNATORIES

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Name of the Authorized

Signatory(ies)

Designation Signature

(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:

----------------------------------------------------------------------------------------------------------------------------- -

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

GOSWAMI INFRATECH PRIVATE LIMITED Registered Office: E1, 3rd floor, Videocon Tower, Jhandewalan Extension, New Delhi – 110 055

Correspondence Office: S. P. Centre, 41/44; Minoo Desai Marg, Colaba, Mumbai 400 005 APPLICATION FORM FOR PRIVATE PLACEMENT OF NON CONVERTIBLE DEBENTURES (SERIES IIIA and IIIB)

(To be filled by the Applicant) ACKNOWLEDGEMENT SLIP Received from _________________________________ an application for __________ Debentures under Series IIA and _________Debentures under Series IIB Address_________________________________________________________________________________________________________________ _______________________________________________________________________________________________________________________

_______________________________________________________________________________________________________________________

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(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 Mr. Jai Mavani/ Ms. Sunita Khanna/

Ms. Alpa Kapadia. 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 Mr. Jai Mavani/ Ms. Sunita Khanna/ Ms. Alpa Kapadia along with a

copy of the Application Form

(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

85




(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.