PUNE SOLAPUR EXPRESSWAY PRIVATE LIMITED · 2020. 9. 10. · PSEPL or the Company or the Issuer PUNE...

Information Memorandum Private & Confidential

1

Private & Confidential (For Information Purposes Only)

(Strictly Privileged and Confidential)

INFORMATION MEMORANDUM CUM PRIVATE PLACEMENT OFFER LETTER

(DISCLOSURE DOCUMENT)

ADDRESSEE:

PUNE SOLAPUR EXPRESSWAY PRIVATE LIMITED CIN: U74120PN2009PTC164629

Registered Address: Patas Plaza | KM65, NH 65(Old NH 9), Taluka Daund, Pune- 412219

Issue of 3,587 secured rated listed redeemable non-convertible debentures (NCDs) of a face value of

INR 10,00,000/- each, aggregating up to INR 358,70,00,000 (Indian Rupees Three Hundred and Fifty

Crores Seventy Lakhs) only on a private placement basis (the “Issue”).

THIS INFORMATION MEMORANDUM/DISCLOSURE DOCUMENT IS ISSUED IN

CONFORMITY WITH SECURITIES AND EXCHANGE BOARD OF INDIA (ISSUE AND LISTING

OF DEBT SECURITIES) REGULATIONS, 2008 ISSUED VIDE CIRCULAR NO. LAD-

NRO/GN/2008/13/127878 DATED JUNE 06, 2008 AS AMENDED TIME TO TIME AND FORM PAS-

4 PRESCRIBED UNDER SECTION-42 AND RULE-14(1) OF COMPANIES (PROSPECTUS AND

ALLOTMENT OF SECURITIES) RULES, 2014, THE COMPANIES (SHARE CAPITAL AND

DEBENTURE) RULES, 2014.

GENERAL RISKS

Investment in debt and debt related securities involve a degree of risk and investors should not invest

any funds in the debt instruments, unless they can afford to take the risks attached to such investments.

For taking an investment decision, the investors must rely on their own examination of the Company

and the Issue including the risks involved.

GENERAL DISCLAIMER

This Information Memorandum is neither a prospectus nor a statement in lieu of prospectus and does

not constitute an offer to subscribe for or otherwise acquire the Debentures issued by Pune Solapur

Expressway Private Limited. This Disclosure Document is for the exclusive use of the intended

recipient(s) to whom it is addressed and delivered and it should not be circulated or distributed to third

parties. It cannot be acted upon by any person other than to whom it has been specifically addressed.

Multiple copies hereof given to the same person / entity shall be deemed to be offered to the same

person.

MEMORANDUM OF PRIVATE PLACEMENT

This Disclosure Document is neither a prospectus nor a statement in lieu of a prospectus. This is only

an information brochure, in the form of a single initial disclosure document, intended for private use

and should not be construed to be a prospectus and/or an invitation to the public for subscription to

Debentures under any law for the time being in force

LISTING

The Debentures are proposed to be listed on the wholesale debt market segment of BSE Limited (“BSE”

or the “Stock Exchange”) which shall be the designated stock exchange. The Issue would be under the

electronic book mechanism for issuance of debt securities on private placement basis as per the SEBI

circular no. SEBI/HO/DDHS/CIR/P/2018/05 dated January 5, 2018 and any amendments thereto

(“SEBI EBP Circular”) read with the “Updated Operational Guidelines for issuance of Securities on

Private Placement basis through an (“Electronic Book Mechanism”) issued by BSE vide their Notice

no. 20180928-24 dated September 28, 2019 and any amendments thereto (“BSE EBP Guidelines”),

together with the SEBI EBP Circular referred to as the “Operational Guidelines”). The Company intends

to use the BSE Bond – EBP platform for the Issue


2

CREDIT RATING

ICRA Limited (ICRA) has assigned a credit rating of provisional [ICRA] AA - (Stable) to the

Debentures. A copy of the rating letter is annexed herewith as Annexure B.

DEBENTURE TRUSTEE REGISTRAR TO ISSUE

IDBI Trusteeship Services Limited Asian

Building, Ground Floor, 17, R.K. Kamani Marg,

Ballard Estate, Mumbai-400001

+91 22 66311776 / +91 22 40807080

[email protected]

www.idbitrustee.com

TSR Darashaw Consultants Private Limited

6-10, Haji Moosa Patrawala Industrial Estate, 20,

Dr. E. Moses Road, Mahalaxmi, Mumbai - 400

011

Tel: 022-66178554 / 66568484

Electronic Book Provider for the issue is BSE Limited

Details of Arranger:

Kotak Mahindra Bank Limited

Address: 5th Floor, Plot No. C-27, Bandra Kurla Complex, Bandra (East), Mumbai – 400 051

Contact person: Arafat Khan

Tel: +91 22 6166 0538

Fax: +91 22 6713 2410

Email:

[email protected], [email protected]

Issue Schedule:

Issue Opening Date: 11-09-2020

Issue Closing Date: 11-09-2020

Pay-in Date: 14-09-2020

Deemed Date of Allotment: 14-09-2020

mailto:[email protected]




3

TABLE OF CONTENTS

1. DEFINITIONS AND ABBREVIATIONS .................................................................................... 4

2. DISCLAIMERS ........................................................................................................................... 7

3. ISSUER INFORMATION .......................................................................................................... 11

4. A BRIEF SUMMARY OF BUSINESS/ACTIVITIES OF THE ISSUER AND ITS LINE OF

BUSINESS ......................................................................................................................................... 12

5. KEY OPERATIONAL AND FINANCIAL PARAMETERS ...................................................... 14

6. BRIEF HISTORY OF THE ISSUER ......................................................................................... 15

7. BRIEF PARTICULARS OF THE MANAGEMENT OF THE COMPANY .............................. 18

8. DETAILS OF AUDITORS OF THE COMPANY ...................................................................... 22

9. DETAILS OF BORROWINGS OF THE COMPANY ............................................................... 25

10. FINANCIAL POSITION OF THE COMPANY ......................................................................... 29

11. DETAILS OF ANY MATERIAL EVENT/ DEVELOPMENT OR CHANGE HAVING

IMPLICATIONS ON THE FINANCIALS/CREDIT QUALITY (WHICH MAY AFFECT THE ISSUE

OR THE INVESTOR’S DECISION TO INVEST / CONTINUE TO INVEST IN THE DEBT

SECURITIES .................................................................................................................................... 30

12. DEBENTURE TRUSTEE(S) ...................................................................................................... 31

13. CREDIT RATING AND RATING RATIONALE(S) ................................................................. 32

14. DETAILS OF GUARANTEE / LETTER OF COMFORT OR ANY OTHER DOCUMENT /

LETTER WITH SIMILAR INTENT ................................................................................................ 33

15. OTHER DETAILS ..................................................................................................................... 34

APPLICATION PROCESS ............................................................................................................... 41

16. SUMMARY TERM SHEET ...................................................................................................... 45

17. MATERIAL CONTRACTS & AGREEMENTS INVOLVING FINANCIAL OBLIGATIONS OF

THE ISSUER ..................................................................................................................................... 52

18. DECLARATION ....................................................................................................................... 53


4

1. DEFINITIONS AND ABBREVIATIONS

Unless the context otherwise indicates or requires, the following terms shall have the meanings given

below in this Disclosure Document.

Term Description

PSEPL or the Company or

the Issuer

PUNE SOLAPUR EXPRESSWAY PRIVATE LIMITED, having its

registered office at: Patas Plaza | KM65, NH 65(Old NH 9), Taluka

Daund, Pune- 412219

Articles of Association Articles of Association of the Company, as amended from time to

time.

Board of Directors/Board The Board of Directors of the Company and includes committee

thereof.

Memorandum of Association The Memorandum of Association of the Company, as amended from

time to time.


5

Issue Related Terms

Term Description

Application

Form

The form in terms of which the Applicant shall make an offer to subscribe to the

Debentures and which will be considered as the application for allotment of

Debentures in the Issue

Articles Articles of Association of the Company i.e. PSEPL as amended from time to time.

Allotment/ Allot/

Allotted

The issue and allotment of the Debentures to the successful Applicants in the Issue.

Allottee A successful Applicant to whom the NCDs are allotted pursuant to the Issue

Beneficial

Owner(s)

Holder(s) of the Debentures in dematerialized form as defined under section 2 of

the Depositories Act.

BG Bank Guarantee

BSE BSE Ltd being the stock exchange in which Debentures of the Issuer are

proposed to be listed

Credit Rating

Agency ICRA Limited

Companies Act Companies Act, 2013 and amendments made thereunder

Debentures

3,587 secured, rated listed non convertible debentures of face value of INR

10,00,000 each aggregating to INR 358,70,00,000 (Rupees Three Hundred and

Fifty Eight Crores and Seventy Lakhs only) to be issued pursuant to this Disclosure

Document

Debenture

Holders/

Investor

Persons who are for the time being holders of the Debentures and whose names are

last mentioned in the Debentures / Debenture Register and shall include

Beneficiaries.

Depository(ies)

A depository registered with the SEBI under the Securities and Exchange Board of

India (Depositories and Participant) Regulations, 1996, as amended from time to

time, in this case being NSDL and CDSL.

DP-ID Depository Participant Identification Number.

Events of Default The occurrence of any one of the events as mentioned in the Trust Deed

FY Financial Year

GoI Government of India

Investors Persons who fall under the category of eligibility to whom this Information

Memorandum may be sent with a view to offering the Debentures on Private

Placement basis.

Information

Memorandum/

Disclosure

Document/

Private

Placement Offer

Letter

This Information Memorandum/Disclosure Document dated September 09, 2020

issued in accordance with SEBI Debt Regulations and the Companies Act, 2013

for the issue and listing of the Debentures

ISIN International Securities Identification Number

LC Letter of Credit

Listing

Agreement

Listing Agreement for Debt Securities issued by Securities and Exchange Board of

India vide circular no. SEBI/IMD/BOND/1/2009/11/05 dated May 11, 2009 and

Amendments to Simplified Debt Listing Agreement for Debt Securities issued by

Securities and Exchange Board of India vide circular no.

SEBI/IMD/DOF-1/BOND/Cir-5/2009 dated November 26, 2009 and Amendments

to Simplified Debt Listing Agreement for Debt Securities issued by Securities and

Exchange Board of India vide circular no. SEBI/IMD/DOF-


6

Term Description

1/BOND/Cir-1/2010 dated January 07, 2010 and amendment to simplified

Debt Listing Agreement for Debt Securities issued by Securities and Exchange

Board of India vide Circular No. CIR/IMD/DF/18/2013 dated October 29, 2013

and as amended from time to time.

NEFT National Electronic Fund Transfer

NOC No Objection Certificate

Private

Placement

Private Placement means any offer of securities or invitation to subscribe securities

to a select group of persons by a Company (other than by way of public offer)

through issue of a private placement offer cum application letter and which satisfies

the conditions specified in the Section 42 of the Companies Act, 2013 read with

Rules framed thereunder

P.A. Per Annum

PAT Profit After Tax

PBDIT Profit before Depreciation, Interest and Tax

PBT Profit Before Tax

RBI Reserve Bank of India

Registered

Debenture

Holder

The Debenture holder whose name appears in the Register of Debenture Holders

or in the beneficial ownership record furnished by NSDL/CDSL for this purpose.

Register of

Debenture

Holders

The register maintained by the Company containing the name of Debenture holders

entitled to receive coupon/redemption amount in respect of the Debentures on the

Record Date, which shall be maintained at the Corporate Office.

RTGS Real Time Gross Settlement

SEBI The Securities and Exchange Board of India, constituted under the SEBI Act, 1992

SEBI Act Securities and Exchange Board of India Act, 1992, as amended from time to time

SEBI Debt

Regulations

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

Regulations, 2008 issued vide circular no. LAD- NRO/GN/2008/13/127878 dated

June 06, 2008, as amended and Securities and Exchange Board of India (Issue and

Listing of Debt Securities) (Amendment) Regulations, 2018 issued vide circular

no. SEBI/LAD-NRO/GN/2018/42 dated October 9, 2018 and as amended from

time to time.

SCRA Securities Contracts (Regulations) Act, 1956, as amended from time to time

Scheduled

Payment Date

Any date on which payment of Interest, redemption or any other payment is due

under the NCDs.

Security

Documents

Security documents entered into for creation of security for the benefit of the

Debenture Holders.

Working Days All days except Saturday, Sunday and any public holiday

Wilful Defaulter

Wilful defaulter means an Issuer who is categorized as a wilful defaulter by any

bank or financial institution or consortium thereof, in accordance with the

guidelines on wilful defaulters issued by the Reserve Bank of India and includes

an Issuer whose director or promoter is categorized as such.


7

2. DISCLAIMERS

This Private Placement Offer Letter is neither a Prospectus nor a Statement in Lieu of Prospectus and is

prepared in conformity with Companies Act, 2013, Form PAS-4 prescribed under Section 42 and Rule

14(3) of Companies (Prospectus and Allotment of Securities) Rules, 2014 and SEBI Debt Regulations and

the relevant rules and regulations therein. This document does not constitute an offer to the public generally

to subscribe for or otherwise acquire the Debentures to be issued by PSEPL. This document is for the

exclusive use of the investors to whom it has been specifically addressed and it should not be circulated

or distributed to third party (ies). It is not and shall not be deemed to constitute an offer or an invitation to

the public in general to subscribe to the Debentures issued by the Issuer. This Debenture issue is made

strictly on private placement basis. Apart from this Private Placement Offer Letter, no offer document or

prospectus is being prepared in connection with the offering of this Issue or in relation to Issuer.

This Private Placement Offer Letter is not intended to form the basis of evaluation for the prospective

subscribers to whom it is addressed and who are willing and eligible to subscribe to the Debentures issued

by PSEPL. This Private Placement Offer Letter has been prepared to give general information regarding

PSEPL to parties proposing to invest in this issue of Debentures and it does not purport to contain all the

information that any such party may require. PSEPL believes that the information contained in this Private

Placement Offer Letter is true and correct as of the date hereof. PSEPL does not undertake to update this

Private Placement Offer Letter to reflect subsequent events and thus prospective subscribers must confirm

about the accuracy and relevancy of any information contained herein with PSEPL. However, PSEPL

reserves its right for providing the information at its absolute discretion. PSEPL accepts no responsibility

for statements made in any advertisement or another material and anyone placing reliance on any other

source of information would be doing so at his own risk and responsibility.

Prospective subscribers must make their own independent evaluation and judgment before making the

investment and are believed to be experienced in investing in debt markets and are able to bear the

economic risk of investing in Debentures. It is the responsibility of the prospective subscribers to have

obtained all consents, approvals or authorizations required by them to make an offer to subscribe for, and

purchase the Debentures. It is the responsibility of the prospective subscribers to verify if they have

necessary power and competence to apply for the Debentures under the relevant laws and regulations in

force. Prospective subscribers should conduct their own investigation, due diligence and analysis before

applying for the Debentures. Nothing in this Private Placement Offer Letter should be construed as advice

or recommendation by the Issuer or by the Arrangers to the Issue to subscribers to the Debentures. The

prospective subscribers also acknowledge that the Arrangers to the Issue do not owe the subscribers any

duty of care in respect of this private placement offer to subscribe for the Debentures. Prospective

subscribers should also consult their own advisors on the implications of application, allotment, sale,

holding, ownership and redemption of these Debentures and matters incidental thereto.

This Private Placement Offer Letter is not intended for distribution and as per sub-section (8) of section

42 of the Companies Act, 2013, the Issuer shall not release any public advertisements or utilise any media,

marketing or distribution channels or agents to inform the public at large in relation to this Issue. It is

meant for the consideration of the person to whom it is addressed and should not be reproduced by the

recipient. The securities mentioned herein are being issued on private placement basis and this offer does

not constitute a public offer/ invitation.

The Issuer reserves the right to withdraw the private placement of the Debentures issue prior to the issue

closing date(s) in the event of any unforeseen development adversely affecting the economic and

regulatory environment or any other force majeure condition including any change in applicable law. In

such an event, the Issuer will refund the application money, if any, along with interest payable on such

application money, if applicable.


8

The eligible bidders, while placing their bids with the Electronic Book Provider, shall ensure cooperation

with the Issuer in limiting the number of investors on whose behalf it is bidding for the Issue. Such eligible

bidder shall ensure that information pertaining to the Issue is shared with only such number of investors

as has been permitted/ assigned by the Issuer for the Issue (Permitted Limit). The eligible bidder shall be

solely responsible for exceeding the Permitted Limit while sharing the information pertaining to the Issue,

and consequences that ensue as a result.

Each person receiving this Disclosure Document acknowledges that:

Such person has been afforded an opportunity to request and to review and has received all additional

information considered by it to be necessary to verify the accuracy of or to supplement the information

herein; and such person has not relied on any intermediary that may be associated with issuance of

Debentures in connection with its investigation of the accuracy of such information or its investment

decision. The Issuer does not undertake to update the Disclosure Document to reflect subsequent events

after the date of the Disclosure Document 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

Disclosure Document 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.

This Disclosure Document does not constitute, nor may it be used for or in connection with, an offer or

solicitation by anyone in any jurisdiction in which such offer or solicitation is not authorised or to any

person to whom it is unlawful to make such an offer or solicitation. No action is being taken to permit an

offering of the Debentures or the distribution of this Disclosure Document in any jurisdiction where such

action is required. The distribution of this Disclosure Document and the offering of the Debentures may

be restricted by law in certain jurisdictions.

Persons into whose possession this Disclosure Document comes are required to inform themselves about

and to observe any such restrictions. The Disclosure Document is made available to investors in the Issue

on the strict understanding that the contents hereof are strictly confidential, and the details provided herein

are strictly for the sole purpose of information to the potential investors.

The Company or any of its directors, employees, advisors, affiliates; subsidiaries or representatives do not

accept any responsibility and/or liability for any loss or damage however arising and of whatever nature

and extent in connection with the said information.

2.1 DISCLAIMER OF THE SECURITIES & EXCHANGE BOARD OF INDIA

This Private Placement Offer Letter has not been approved by Securities & Exchange Board of India. The

Debentures have not been recommended or approved by SEBI nor does SEBI guarantee the accuracy or

adequacy of this Private Placement Offer Letter. It is to be distinctly understood that this Private Placement

Offer Letter should not, in any way, be deemed or construed that the same has been cleared or vetted by

SEBI. SEBI does not take any responsibility either for the financial soundness of any scheme or the project

for which the Issue is proposed to be made, or for the correctness of the statements made or opinions

expressed in this Private Placement Offer Letter. However, SEBI reserves the right to take up at any point

of time, with PSEPL, any irregularities or lapses in this Private Placement Offer Letter.

2.2 DISCLAIMER OF THE ARRANGERS

It is advised that PSEPL has exercised self-due-diligence to ensure complete compliance of prescribed

disclosure norms in this Private Placement Offer Letter. The role of the Arrangers to the Issue in the

assignment is confined to marketing and placement of the Debentures on the basis of this Private

Placement Offer Letter as prepared by PSEPL. The Arrangers to the Issue have neither scrutinized/vetted

nor have they done any due- diligence for verification of the contents of this Private Placement Offer


9

Letter. The Arrangers to the Issue shall use this Private Placement Offer Letter for the purpose of soliciting

subscription from qualified institutional investors in the Debentures to be issued by PSEPL on private

placement basis. It is to be distinctly understood that the aforesaid use of this Private Placement Offer

Letter by the Arrangers to the Issue shall neither in any way be deemed or construed that this Private

Placement Offer Letter has been prepared, cleared, approved or vetted by the Arrangers to the Issue, nor

do they in any manner warrant, certify or endorse the correctness or completeness of any of the contents

of this Private Placement Offer Letter; nor do they take responsibility for the financial or other soundness

of the Issuer, its promoters, its management or any project of PSEPL. The Arrangers to the Issue or any of

its directors, employees, affiliates or representatives do not accept any responsibility and/or liability for

any loss or damage arising of whatever nature and extent in connection with the use of any of the

information contained in this Private Placement Offer Letter.

2.3 DISCLAIMER OF THE STOCK EXCHANGE

As required, a copy of this Private Placement Offer Letter has been submitted to 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 this Private Placement Offer

Letter has been cleared or approved by BSE; nor do they in any manner warrant, certify or endorse the

correctness or completeness of any of the contents of this document; nor do they warrant that the Issuer’s

Debentures will be listed or continue to be listed on the Exchanges; nor do they take responsibility for the

financial or other soundness of this Issuer, its promoters, its management or any project of PSEPL. Every

person who desires to apply for or otherwise acquire any Debentures of the Issuer may do so pursuant to

independent inquiry, investigation and analysis and shall not have any claim against the Exchange

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.

This Information Memorandum does not constitute, nor may it be used for or in connection with, an offer

or solicitation by anyone in any jurisdiction in which such offer or solicitation is not authorized or to any

person to whom it is unlawful to make such an offer or solicitation.

2.4 DISCLAIMER IN RESPECT OF CREDIT RATING AGENCY

Ratings are statements of opinion as of the date they are expressed in relation to the scenarios provided by

the client concerned and based on the information or assumptions provided to ICRA by its client and

otherwise available to ICRA from sources it considers reliable. The Ratings are not statements of fact or

any assurance of a future and specific credit rating or recommendations to make any investment decisions.

Any opinions expressed in the Report are in good faith and are not a validation of any proposition. The

Report does not constitute an audit of the entity to which it pertains. The Report (including the Rating) is

neither solicitation of any kind nor an investment advice or an offer to invest or divest from or issue any

securities, instruments, facilities, fund, scheme or otherwise enter into any deal or transaction based on the

Report. The Report does not comment on the market price or suitability for a particular investor. Opinions

and Rating contained in the Report are not substitutes for the skill, judgment and experience of the user.

The user of the Report should rely on their own judgment and take their own professional advice before

acting on the Report in any way. Neither ICRA nor its affiliates, third party providers, as well as their

directors, officers, shareholders, employees or agents (each a “ICRA Party” and collectively, “ICRA

Parties”) guarantee the accuracy, completeness or adequacy of the Report or the information, and no ICRA

Party shall have any liability for any errors, omissions, or interruptions therein, regardless of the cause, or

for the results obtained from the use of any part of the Report. EACH ICRA PARTY DISCLAIMS ANY

AND ALL EXPRESS OR IMPLIED WARRANTIES, INCLUDING, BUT NOT LIMITED TO ANY

WARRANTIES OF MERCHANTABILITY, SUITABILITY OR FITNESS FOR A PARTICULAR


10

PURPOSE OR USE. In no event shall any ICRA Party be liable to any party for any direct, indirect,

incidental, exemplary, compensatory, punitive, special or consequential damages, costs, expenses, legal

fees, or losses (including, without limitation, lost income or lost profits and opportunity costs) in

connection with any use of the Report or any part thereof even if advised of the possibility of such damages.

2.5 DISCLAIMER IN RESPECT OF JURISDICTION

This issue is made in India to investors as specified under the clause titled ‘Eligible Investors’ of this

Information Memorandum, who shall be specifically approached by the Issuer. This Information

Memorandum does not constitute an offer to sell or an invitation to subscribe to Debentures offered hereby

to any person to whom it is not specifically addressed. Any disputes arising out of this Issue will be subject

to the exclusive jurisdiction of the courts and tribunals at Chennai. This Information Memorandum does

not constitute an offer to sell or an invitation to subscribe to the Debentures herein, in any other jurisdiction

to any person to whom it is unlawful to make an offer or invitation in such jurisdiction.


11

3. ISSUER INFORMATION

3.1 Issuer Information:

Name of the Company Pune Solapur Expressway Limited

Registered Office Patas Plaza | KM65, NH 65(Old NH 9) | Taluka Daund | District

Pune 412219

Compliance Officer Mr. Harish Agrawal

E-mail [email protected] , [email protected]

Contact Number 0211-7251103

CFO of the Issuer Mr. Harish Agrawal

CEO of the Issuer Mr. Pavneet Singh Sethi

Credit Rating Agency of

Issue

ICRA Limited

Statutory Auditor of the

Issuer

M/s. Gianender And Associates

Plot No. 6 Site No. 21, Geeta Mandir Marg, New Rajinder Nagar,

New Delhi - 110060

Trustee to the Issue IDBI Trusteeship Services Limited

Registrar to the Issue TSR Darashaw Consultants Private Limited

6-10, Haji Moosa Patrawala Industrial Estate, 20, Dr.

E. Moses Road, Mahalaxmi, Mumbai - 400 011

Tel: 022-66178554 / 66568484

3.2 Date of incorporation of the company:

March 20, 2009




12

4. A BRIEF SUMMARY OF BUSINESS/ACTIVITIES OF THE ISSUER AND ITS LINE OF

BUSINESS

4.1 Summary of business carried on by the company

Pune Solapur Expressways Private Limited (PSEPL) is an SPV promoted by TRIL Roads Private Limited

(50%) and Atlantia SPA (50%) for Four-laning of two-lane Pune-Solapur section of NH-65 (earlier NH-

9) from 40.00 km to 144.40 km and Construction of Indapur-bypass in Maharashtra (total length: 110

km) on design, build, operate, finance, transfer and toll basis (DBFOT)

NHAI, based on the competitive bidding process, awarded the project to the consortium of PSEPL

quoting the lowest grant. PSEPL entered into the Concession Agreement (CA) with NHAI on May 19,

2009 for Concession Period of 21 years (including construction period of 910 days) Accordingly, the

Concession Period expires on November 14, 2030. The Project achieved Provisional COD on January

28, 2013 for 83.975 Kms of the Project stretch and has been collecting toll since then. Subsequently the

Project achieved Final COD- on January 28, 2015 for 110.050 Kms. Cost of the project was Rs.1371

Crores, which was financed by way of promoter’s equity of Rs.206 crore (15%) (both the promoters

brought in equal proportion of Rs.103 crore each), grant from NHAI of Rs. 206 Crores (15%) and Rupee

Term Loan (RTL) of Rs. 959 Crores (70%) from banks/ institutions.

Holding Structure of Pune Solapur Expressways Pvt Ltd


13

4.2 PROJECT COST AND MEANS OF FINANCING

Below Table represents Original Cost of Project & Means of Finance.

(Rs. in Crore)

Project Cost Means of Finance

Particular Amount Particular Amount

Total Cost 1371.00 Debt 959.00

Equity support (Grant) 206.00

Equity 206.00

Total Cost 1371.00 Total 1371.00

There is no cost overrun moreover It is important to note that with strong managerial skills of the team, the

Project despite of a delay of grant of COD for more than 2 years was completed in the originally sanctioned cost

by the Lenders.


14

5. KEY OPERATIONAL AND FINANCIAL PARAMETERS

5.1 On a consolidated basis

Amt in crores FY18 FY19 FY20

Net Worth 55.40 43.44 45.00

Total Debt of which 877.11 862.07 849.11

Non Current maturities of long term borrowing 867.23 853.20 822.62

Short Term Borrowing - - -

Current maturities of long term borrowing 9.88 8.88 26.49

Net Fixed Assets 971.35 930.62 887.18

Non current assets 1.47

Cash and Cash equivalents 3.18 24.74 3.58

Current Investments - - -

Current Assets 36.54 61.36 108.24

Current Liabilities 26.20 95.20 118.20

Net Sales (Revenue from operations) [Including other income] 140.88 155.52 165.68

EBIDTA 105.48 115.44 126.02

EBIT 68.30 74.57 82.38

Interest 88.41 86.54 80.85

PAT (20.11) (11.98) 1.53

Dividend amounts - - -

Current ratio 1.39 0.64 0.92

Interest coverage ratio 1.25 1.35 1.62

Gross debt/equity ratio 4.26 4.18 4.12

Debt service coverage ratio 1.12 1.19 1.38

5.2 Gross Debt Equity Ratio as of August 31, 2020

Before the Issue 4.09:1

After the Issue 5.05:1


15

6. BRIEF HISTORY OF THE ISSUER

6.1 Details of the Share Capital as on June 30, 2020

No .of Shares Amount

Authorised Share Capital

Equity Shares 1,00,00,000 10,00,00,000

Total 1,00,00,000 10,00,00,000

Issued and Subscribed

Equity Shares 47,73,422 4,77,34,220

Total 47,73,422 4,77,34,220

Paid- up Capital

Equity Shares 47,73,422 4,77,34,220

Total 47,73,422 4,77,34,220

6.2 Details of any change in the capital structure in the last 5 years and equity share capital history

in the last 5 years

There has been no change in the capital structure of the Issuer in the last 5 years. The share capital

buildup till the date of issue of the of the Debentures is as below:


16

6.3 Details of any Acquisition or Amalgamation in the last 1 year. – Not applicable

6.4 Details of any Reorganization or Reconstruction in the last 1 year. – Not applicable

6.5 Shareholding Pattern of the Company as on June 30, 2020:

Sr

No.

Name No. Of equity

Shares @10/-

Percentage

1. TRIL Roads Private Limited 23,86,711 50

2. Atlantia S.P.A 23,86,711 50

TOTAL 47,73,422 100

TRIL Roads Private Limited and Atlantia S.P.A are also the promoters of the Company

Name of the

Shareholder

Date of

Allotment

No. of

Shares Amount Total Amount

Consideration

Paid up Premium

TRIL Roads Pvt Ltd 20-Mar-09

10,000

10 Nil 100,000.00

Cash

Atlantia SPA 26-Mar-09

10,000

10 Nil 100,000.00

Cash

TRIL Roads Pvt Ltd 30-Sep-09

15,000

10 423.33 6,499,950.00

Cash

Atlantia SPA

15,000

10 423.33 6,499,950.00

Cash

TRIL Roads Pvt Ltd 28-Oct-09

579,812

10 423.33 251,249,934.00

Cash

Atlantia SPA

579,812

10 423.33 251,249,934.00

Cash

TRIL Roads Pvt Ltd 15.10.2010

381,995

10 423.33 165,529,893.00

Cash

Atlantia SPA

381,995

10 423.33 165,529,893.00

Cash


658,426

10 423.33 285,315,738.58

Cash

Atlantia SPA

658,426

10 423.33 285,315,738.58

Cash


462,962

10 423.33 200,615,323.00

Cash

Atlantia SPA

462,962

10 423.33 200,615,323.00

Cash


278,516

10 423.33 120,689,338.00

Cash

Atlantia SPA

278,516

10 423.33 120,689,338.00

Cash

Total 4,773,422 2,060,000,353.16


17


18

7. BRIEF PARTICULARS OF THE MANAGEMENT OF THE COMPANY

7.1 Brief particulars of the management of the company

Name Designation Din Residential Address,

City, State

Director of

the

Company

since

Other Directorships

Sanjay Sharma Director 00332488 B-1501, Ashok

Tower, Dr. B. A.

Road,

ITC Grand Central

Hotel, Parel, Mumbai

- 400 012

16/01/2020 • Tata Realty and

Infrastructure

Limited, (CFO)

• TRIL IT4 Private

Limited,

• Mikado Realtors

Private Limited,

• TRIL Roads Private

Limited,

• Sector 113 Gatevida

Developers Private

Limited,

• Kolkata-One

Excelton Private

Limited,

• Promont Hilltop

Private Limited,

• Princeton

Infrastructure

Private Limited,

• Smart Value Homes

(Peenya Project)

Private Limited,

• Kriday Realty

Private Limited

Stefano

Bonomolo

Director 02529965 Via Della Baldunia,

284, Rome, 00136,

Italy

10/03/2011 • Autostrade Indian

Infrastructure

Development

Private Limited

• Electronic

Transaction

Consultants

Corporation

• Stalexport

Autostrada

Malopolska


19

Mr. Ivan

Giacoppo

Director 07189613 Viale Marx 23 9,

Rome, Italy

17/06/2015 • Autostreade

Portugal Srl

• Sociedad

Concessionaria de

Los Lagos SA

Mr. Roberto

Mengucci

Director 02530059 Via Augustoconti,

Roma, 61, Italy

26/03/2009 • Stalexport Autostrady

S.A.

• Autostrade

dell’Atlantico s.r.l.

• Grupo Costanera

S.p.A.

• Sociedad

Concesionaria

Constanera Norte S.A.

• Sociedad

Concesionaria de Los

Lagos S.A.

• Sociedad

Concesionaria

Autopista Nueva

Vespucio Sur S.A.

• Sociedad

Concesionaria Litoral

Central S.A.

• Sociedad

Concesionaria

Autopista Nororiente

S.A.

• Sociedad

Concesionaria AMB

S.A.

• Sociedad

Concesionaria

Americo Vespucio

Oriente II S.A.

• Sociedad

Concesionaria

Conexion Vial Ruta

78-68 S.A.

• AB Concessoes S.A.

• Triangulo Do Sol

Auto-Estradas S.A.


20

• Concesionaria da

Rodovia MG-050

S.A.

• Rodovias das Colinas

S.A.

Gaurav Khanna Director 03085284 702, Baycity

Apartment, 14a Road,

Near Mahavir

Hospital, Khar West

Mumbai 400052

17/04/2019 • TRIL Urban Transport

Private Limited

• TRIL Roads Private

Limited

• Durg Shivnath

Expressways Private

Limited

• Uchit Expressways

Private Limited

• Hampi Expressways

Private Limited

• TRPL Roadways

Private Limited

• Dharamshala

Ropeway Limited

Mohit Verma Director 08411224 P - 501, Indraprasth

Towers Drive in

Road, Ahmadabad

City, Ahmedabad

380015

17/04/2019 • TRIL Roads Private

Limited

• Durg Shivnath

Expressways Private

Limited

• Uchit Expressways

Private Limited

• Hampi Expressways

Private Limited

• A & T Road

Construction

Management and

Operation Private

Limited

None of the directors who are appearing in the RBI defaulter list and/or ECGC default list, if

any.

7.2 Change in Directors of the Issuer in last five years

Sr. No. Name DIN Date of

Appointment

Date of

Cessation


21

1 Harshwardhan Gajbhiye 02281778 10-03-2011 21-08-2018

2 Pawan Kant 02277193 20-11-2013 28-09-2019

3 Arvind Chokhany 06668147 30-07-2014 22-02-2019

4 Sharad Sabnis 07241606 24-10-2018 16-10-2019

5 Anand Kale 08239332 24-10-2018 16-04-2019

6 Stefano Bonomolo 02529965 10-03-2011 -

7 Ivan Giacoppo 07189613 17-06-2015 -

8 Roberto Mengucci 02530059 26-03-2009 -

9 Sanjay Sharma 00332488 16-01-2020 -

10 Gaurav Khanna 03085284 17-04-2019 -

11 Mohit Verma 08411224 17-04-2019 -


22

8. DETAILS OF AUDITORS OF THE COMPANY

8.1 Auditor information

Name M/s. Gianender And Associates

Address Plot No. 6 Site No. 21, Geeta Mandir Marg, New Rajinder Nagar, New Delhi

- 110060

Auditor since September 19, 2019

8.2 Details of change in auditor in the last 3 years

Name Address Date of

Appointment/

Resignation

Auditor of the

Company Since (in

case of resignation) M/s. M.K.P.S. &

Associates 106-109, 1st Floor,

Apollo Complex, R.K.

Singh Road, Near Sona

Udyog, Andheri (East) -

400069

2019 (resignation) 23/02/2010

M/s. Gianender And

Associates

Plot No. 6 Site No. 21,

Geeta Mandir Marg,

New Rajinder Nagar,

New Delhi - 110060

19/09/2019 -

8.3 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 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

Nil

8.4 Remuneration of directors (during the current year and last three financial years); Nil

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.

8.5 Related party relationships, transactions and balances

A List of Related Party

Name of the Party Relations Share Holding

TRIL Roads P. Ltd Joint Venture Shareholder 50.00%

Atlantia SpA Joint Venture Shareholder 50.00%

B Other related parties with whom transactions have taken place during the period:


23

C Transaction with Related parties

INR in Lakhs

Nature of Transaction

31st March 2020 31st March 2019 31st March 2018

Amount

of

Transact

ion

Balance

outstand

ing

Amoun

t of

Transact

ion

Balance

outstandi

ng

Amoun

t of

Transac

tion

Balance

outstand

ing

TRIL Roads P. Ltd

i) Reimbursement of expense 38.62 7.43 52.50 11.92 74.28 -

ii) Payments made 43.11 - 40.58 - 153.41 -

- - - - - -

Autostrade Indian Infrastructure

Development Private Limited - - - - - -

i) Reimbursement of expense 82.82 5.33 76.67 10.65 89.66 -

ii) Payments made 88.15 - 66.02 - 204.00 -

iii) O&M Services 331.76 94.07 317.49 106.18 274.24 68.12

iv) Payments made 343.88 - 211.30 - 292.91 -

- - - - - -

Tata Realty & Infrastructure

Limited

- - - - - -

i) Reimbursement of expense 7.36 10.08 6.56 7.80 6.98 4.40 ii) Payments made 5.07 - 3.16 - 2.58 -

All the transactions with related parties are at arm's length and all the

outstanding balances are unsecured.

8.6 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. - Nil

8.7 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 vii. Details of acts of material frauds

Autostrade Indian Infrastructure Development Private Limited

Tata Realty & Infrastructure Limited


24

committed against the company in the last three years, if any, and if so, the action taken by the

company - Nil


25

9. DETAILS OF BORROWINGS OF THE COMPANY

9.1 Details of existing secured loan facility

Lenders Name Type of

facility

Amount

Sanctioned

(in crs)

Term of

repayment

O/S –

July ,

2020 (Rs

Crores)

Security

ICICI Prudential Ultra

Short-Term Fund

NCD 787.56 Quarterly 76.52

1) First Pari-Passu

charge by mortgage

of all immovable

properties of the

company, both

present & future

except the project

assets.

2) First Pari-Passu

hypothecation over

all movable property

and assets not limited

to all plant &

Machinery, spares,

tools, accessories,

furniture, fixtures,

vehicles both present

& future except

project assets

3) First Pari-Passu

charge over all bank

accounts, Escrow

Account, DSRA

Account, all revenues

& receivables of the

borrower from the

business of the

borrower or

otherwise.

Franklin India Ultra

Short Bond Fund

NCD Quarterly 192.51

Franklin India

Dynamic Accrual

Fund

NCD Quarterly

65.79

Franklin India Low

Duration Fund

NCD Quarterly 49.26

Franklin India Income

Opportunities Fund

NCD Quarterly 67.26

SBI Magnum Medium

Duration Fund

NCD Quarterly 48.73

SBI Credit Risk Fund NCD Quarterly 138.68

ICICI Prudential

Credit Risk Fund

NCD Quarterly 114.78

Kotak Bank - Term Loan 100** Quarterly 47.82

Union Bank of India Term Loan 99.88* Quarterly

47.87


26

4) First Pari-Passu

charge on all

intangible assets of

the borrower except

the project assets.

5) First Pari-Passu

charge of all project

documents,

guarantees, bonds,

letter of credits, all

rights, titles,

approvals, licenses,

permits & clearances.

6) First Pari-Passu

charge

over/assignment of

all Borrower rights,

title, interest, benefit

and claim of issuer in,

to or under the

contractor

guarantees,

liquidated damages,

guarantees or

performance bonds,

Insurance Contracts

and Insurance

Proceeds.

7) First Pari-Passu

charge by way of step

in or substitution

right in manner

specified in

substitution


27

agreement so as to

enable Selectee to

substitute

Concessionaire.

8) Pledge of 51% of

equity share capital

held by sponsors in

share capital of the

borrower, on a fully

diluted basis,

provided that

enforcement of the

pledge of the said

shares.

Total 987.44 849.22

* Out of the sanctioned facility of Rs.99.88 Crores, the portion disbursed as Project Term Loan was

Rs.49.94 Crores and the outstanding against the same is Rs.47.87 Crores. The balance sanctioned

Overdraft facility of Rs.49.94 Crores which is a sub-limit term of Sanctioned Term Loan and is presently

un-utilized.

** Out of the Final Hold of Rs.100.00 Crores held by Kotak Mahindra Bank, the Project Term Loan

disbursed and held was Rs.49.94 Crores and the outstanding against the same is Rs.47.82 Crores. The

balance sanctioned Overdraft facility of Rs.50.00 Crores which is a sub-limit term of Sanctioned Term

Loan and is presently un-utilized.

Note – Security mention above are first charge on series A NCD and term loan but for series B there

is second charge on point 1 to 7

9.2 Details of Unsecured Loan Facilities:

The Company does not have any unsecured loan

9.3 Details of Non-Convertible Debentures as on June 30, 2020

Debentu

re Series

Tenor/P

eriod of

Maturit

y

Amount

(Rs in

crores)

Date of

Allotme

nt

Redemp

tion

Date/Sc

hedule

Credit

Rating

Coupon Secured

/Unsecu

red

Security

Series

A

Please

refer to

the

716.25 17/07/2

015

Please

refer to

the

ICRA

A(Stabl

e)

Please

refer to

the

Secured Please refer to

9.1


28

Term

Sheet

Term

Sheet

Term

Sheet

Series B Please

refer to

the

Term

Sheet

71.56 17/07/2

015

Please

refer to

the

Term

Sheet

ICRA

A(Stabl

e)

Please

refer to

the

Term

Sheet

Secured Please refer to

9.1

9.4 List of top 10 existing Debenture Holders as on June 30, 2020

NCD Holders Name O/S as on August 15, 2020

ICICI Prudential Ultra Short-Term Fund 76.52

Franklin India Ultra Short Bond Fund 192.51

Franklin India Dynamic Accrual Fund 65.79

Franklin India Low Duration Fund 49.26

Franklin India Income Opportunities Fund 67.26

SBI Magnum Medium Duration Fund 48.73

SBI Credit Risk Fund 138.68

ICICI Prudential Credit Risk Fund 114.78

TOTAL 753.53

9.5 Details of Commercial Papers outstanding as March 31, 2020 Not Applicable vii. Details of Rest

of the borrowing (if any including hybrid debt like FCCB, Optionally Convertible Debentures

/ Preference Shares) as on March 31, 2020 – Not Applicable

9.6 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. – Not applicable

9.7 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 Company, in the past 5 years . – No default / delay in above payments

9.8 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; - Not applicable


29

10. FINANCIAL POSITION OF THE COMPANY

10.1 Abridged version of Audited Consolidated 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 D

10.2 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: Not Applicable


30

11. DETAILS OF ANY MATERIAL EVENT/ DEVELOPMENT OR CHANGE HAVING

IMPLICATIONS ON THE FINANCIALS/CREDIT QUALITY (WHICH MAY AFFECT

THE ISSUE OR THE INVESTOR’S DECISION TO INVEST / CONTINUE TO INVEST IN

THE DEBT SECURITIES

Nil


31

12. DEBENTURE TRUSTEE(S)

The Company has appointed IDBI Trusteeship Services Limited as the Debenture Trustee to the

Issue. IDBI Trusteeship Services Limited has given consent to act as the Debenture Trustee on behalf

of the Debenture holders pursuant to the letter dated September 4, 2020. Attached as Annexure E.


32

13. CREDIT RATING AND RATING RATIONALE(S)

ICRA Limited has assigned Provisional ICRA AA- (Stable) as rating of the Debentures vide letter

(Annexed herewith as Annexure C). The detailed rating rationale will be provided to the Debenture

holders upon finalization of rating post the issuance.


33

14. DETAILS OF GUARANTEE / LETTER OF COMFORT OR ANY OTHER DOCUMENT /

LETTER WITH SIMILAR INTENT


34

15. OTHER DETAILS

a. Nature and Class of Securities

The Debentures will be issued in the form of Secured Listed Redeemable, Non-Convertible, and

Non- Cumulative Debentures

b. Contribution made by Promoters or Directors either as part of the offer of separately in

furtherance of such objects

NIL

c. Debentures to be issued in DEMAT Format only

The Debentures, since issued in electronic (dematerialized) form, will be governed as per the

provisions of the Depository Act, 1996, Securities and Exchange Board of India (Depositories and

Participants) Regulations, 1996, rules notified by NSDL/ CDSL/Depository Participant from time

to time and other applicable laws and rules notified in respect thereof.

d. Market Lot

The market lot for trading of Debentures will be 1(One) Debenture (“Market Lot”).

e. Trading of Debentures

The marketable lot for the purpose of trading of Debentures shall be ONE (1) Bond. Trading of

Debentures would be permitted in dematerialised mode only and such trades shall be cleared and

settled in recognised stock exchange(s) subject to conditions specified by SEBI. In case of trading

in Debentures which has been made over the counter, the trades shall be executed and reported on

a recognized stock exchange having a nation-wide trading terminal or such other platform as may

be specified by SEBI.

f. Mode of Transfer of Debentures

The Debentures shall be transferred subject to and in accordance with the rules/ procedures as

prescribed by the NSDL/Depository Participant of the transferor/ transferee and any other

applicable laws and rules notified in respect thereof. 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 details of the buyer’s

DP account to his Depository Participant.

Transfer of Debentures to and from foreign investors, in case they seek to hold the Debentures

and are eligible to do so, will be governed by the then prevailing guidelines of RBI. The

transferee(s) should ensure that the transfer formalities are completed prior to the Record Date. In

the absence of the same, interest will be paid/ redemption will be made to the person, whose name

appears in the records of the Depository. In such cases, claims, if any, by the transferee(s) would

need to be settled with the transferor(s) and not with PSEPL.

g. Common Form of Transfer

PSEPL undertakes that it shall use a common form / procedure for transfer of Debentures.


35

h. Record Date

The ‘Record Date’ for the Debentures shall be 10 working days (or any such period as may be

specified by SEBI/ Stock Exchange/ any other concerned regulatory authority) prior to each

interest payment and principal repayment date. Interest and/or principal repayment shall be made

to the person whose name appears as sole/ first in the register of Debenture holders/ beneficiaries

position of the Depositories on record date.

If the record date falls on a day that is not a working day, the record date shall be on the

immediately succeeding working day. In case of redemption of Debenture, the trading in the

Debenture shall remain suspended between the record date and redemption date. Interest payment

and principal repayment shall be made to the person whose name appears as beneficiary with the

depositories as on record date.

i. Deduction of Tax at Source

Tax as applicable under the Income Tax Act, 1961, or any other statutory modification or re-

enactment thereof will be deducted at source out of interest payable on Debentures.

Interest payable subsequent to the Deemed Date of Allotment of Debentures will be treated as

“Interest on Securities” as per Income Tax Rules. Debenture holders desirous of claiming

exemption from deduction of income tax at source on the interest payable on Debentures should

submit tax exemption certificate/ document, under Section 193 of the Income Tax Act, 1961, if

any, with the Registrars, or to such other person(s) at such other address (es) as the Company may

specify from time to time through suitable communication, at least 45 days before the payment

becoming due. However, with effective from 01.06.2008, tax will not be deductible at source

under the provisions of Section 193 of Income Tax Act, 1961, if the following conditions are

satisfied:

a. interest is payable on any security issued by a company;

b. such security is in Dematerialized form; and

c. such security is listed in a recognised stock exchange in India.

j. Effects of Holidays

If any Coupon Payment Date falls on a day that is not a Business Day, the payment shall be made

by the Issuer on the following working day in line with SEBI circular No CIR/IMD/DF-

1/122/2016 dated November 11, 2016. If the Redemption Date (also being the last Coupon

Payment Date) of the Debentures falls on a day that is not a Business Day, the redemption proceeds

shall be paid by the Issuer on the preceding Business Day along with interest accrued on the

Debentures until but excluding the date of such payment.

Set forth below is an illustration for guidance in respect of the day count convention and effect of

holidays on payment. Investors should note that this example is solely for illustrative purposes.

Illustration on cash flow per Debenture

Sr. No. Adjusted

Date

No. of

days

Coupon

Amount Redemption Total

0 14-Sep-20 (10,00,000)

1 30-Sep-20 16 3,858 7,800 11,658

2 02-Nov-20 33 7,894 - 7,894

3 30-Nov-20 28 6,698 - 6,698


36

Sr. No. Adjusted

Date

No. of

days

Coupon


4 31-Dec-20 31 7,416 7,800 15,216

5 01-Feb-21 32 7,595 - 7,595

6 01-Mar-21 28 6,645 - 6,645

7 31-Mar-21 30 7,120 7,800 14,920

8 30-Apr-21 30 7,064 - 7,064

9 31-May-21 31 7,299 - 7,299

10 30-Jun-21 30 7,064 13,000 20,064

11 02-Aug-21 33 7,667 - 7,667

12 31-Aug-21 29 6,737 - 6,737

13 30-Sep-21 30 6,970 13,000 19,970

14 01-Nov-21 32 7,334 - 7,334

15 30-Nov-21 29 6,646 - 6,646

16 31-Dec-21 31 7,105 13,000 20,105

17 31-Jan-22 31 7,008 - 7,008

18 28-Feb-22 28 6,329 - 6,329

19 31-Mar-22 31 7,008 13,000 20,008

20 02-May-22 32 7,133 - 7,133

21 31-May-22 29 6,465 - 6,465

22 30-Jun-22 30 6,688 16,900 23,588

23 01-Aug-22 32 7,003 - 7,003

24 31-Aug-22 30 6,565 - 6,565

25 30-Sep-22 30 6,565 16,900 23,465

26 31-Oct-22 31 6,658 - 6,658

27 30-Nov-22 30 6,443 - 6,443

28 30-Dec-22 30 6,443 16,900 23,343

29 31-Jan-23 32 6,742 - 6,742

30 28-Feb-23 28 5,899 - 5,899

31 31-Mar-23 31 6,532 16,900 23,432

32 01-May-23 31 6,388 - 6,388

33 31-May-23 30 6,182 - 6,182

34 30-Jun-23 30 6,182 22,100 28,282

35 31-Jul-23 31 6,223 - 6,223

36 31-Aug-23 31 6,223 - 6,223

37 29-Sep-23 29 5,821 22,100 27,921

38 31-Oct-23 32 6,254 - 6,254

39 30-Nov-23 30 5,863 - 5,863

40 29-Dec-23 29 5,667 22,100 27,767

41 31-Jan-24 33 6,274 - 6,274

42 29-Feb-24 29 5,513 - 5,513

43 29-Mar-24 29 5,513 22,100 27,613


37

Sr. No. Adjusted

Date

No. of

days

Coupon


44 30-Apr-24 32 5,930 - 5,930

45 31-May-24 31 5,744 - 5,744

46 28-Jun-24 28 5,189 23,400 28,589

47 31-Jul-24 33 5,929 - 5,929

48 02-Sep-24 33 5,929 - 5,929

49 30-Sep-24 28 5,031 23,400 28,431

50 31-Oct-24 31 5,395 - 5,395

51 02-Dec-24 32 5,569 - 5,569

52 31-Dec-24 29 5,047 23,400 28,447

53 31-Jan-25 31 5,220 - 5,220

54 28-Feb-25 28 4,715 - 4,715

55 31-Mar-25 31 5,220 23,400 28,620

56 30-Apr-25 30 4,882 - 4,882

57 02-Jun-25 33 5,370 - 5,370

58 30-Jun-25 28 4,557 29,900 34,457

59 31-Jul-25 31 4,821 - 4,821

60 01-Sep-25 32 4,977 - 4,977

61 30-Sep-25 29 4,510 29,900 34,410

62 31-Oct-25 31 4,598 - 4,598

63 01-Dec-25 31 4,598 - 4,598

64 31-Dec-25 30 4,450 29,900 34,350

65 02-Feb-26 33 4,657 - 4,657

66 02-Mar-26 28 3,951 - 3,951

67 31-Mar-26 29 4,092 29,900 33,992

68 30-Apr-26 30 4,017 - 4,017

69 01-Jun-26 32 4,285 - 4,285

70 30-Jun-26 29 3,883 39,000 42,883

71 31-Jul-26 31 3,860 - 3,860

72 31-Aug-26 31 3,860 - 3,860

73 30-Sep-26 30 3,735 39,000 42,735

74 02-Nov-26 33 3,798 - 3,798

75 30-Nov-26 28 3,223 - 3,223

76 31-Dec-26 31 3,568 39,000 42,568

77 01-Feb-27 32 3,382 - 3,382

78 01-Mar-27 28 2,960 - 2,960

79 31-Mar-27 30 3,171 39,000 42,171

80 30-Apr-27 30 2,881 - 2,881

81 31-May-27 31 2,977 - 2,977

82 30-Jun-27 30 2,881 46,800 49,681

83 02-Aug-27 33 2,798 - 2,798


38

Sr. No. Adjusted

Date

No. of

days

Coupon


84 31-Aug-27 29 2,459 - 2,459

85 30-Sep-27 30 2,543 46,800 49,343

86 01-Nov-27 32 2,353 - 2,353

87 30-Nov-27 29 2,132 - 2,132

88 31-Dec-27 31 2,279 46,800 49,079

89 31-Jan-28 31 1,930 - 1,930

90 29-Feb-28 29 1,806 - 1,806

91 31-Mar-28 31 1,930 46,800 48,730

92 01-May-28 31 1,586 - 1,586

93 31-May-28 30 1,535 - 1,535

94 30-Jun-28 30 1,535 54,600 56,135

95 31-Jul-28 31 1,178 - 1,178

96 31-Aug-28 31 1,178 - 1,178

97 29-Sep-28 29 1,102 54,600 55,702

98 31-Oct-28 32 795 - 795

99 30-Nov-28 30 745 - 745

100 29-Dec-28 29 720 54,600 55,320

101 31-Jan-29 33 385 - 385

102 28-Feb-29 28 327 - 327

103 30-Mar-29 30 350 48,400 48,750

Assumptions and Notes:

1. For the purposes of the above illustration, Saturdays of every month have been considered as non

business day. Further, Sundays, have also been considered as non-Business Days.

2. The aggregate coupon payable to each Debenture holder shall be rounded off to the nearest rupee

as per the Fixed Income Money Market and Derivatives Association handbook on market

practices.

3. The actual dates and maturity amount will be in accordance to and in compliance with the

provisions of SEBI circular CIR/IMD/DF-1//22/2016 dated November 11, 2016 giving effect to

actual holidays and dates of maturity which qualifies the SEBI requirement. In the event the

Record Date falls on a day which is not a Business Day, the immediately succeeding Business

Day will be considered as the Record Date.

k. Succession

In the event of the demise of the sole/first holder of the Debentures(s) or the last survivor, in case

of joint holders for the time being, the Company shall recognize the executor or administrator of

the deceased Debenture Holder, or the holder of succession certificate or other legal representative

as having title to the Debenture(s). The Issuer shall not be bound to recognize such executor or

administrator, unless such executor or administrator obtains probate, wherever it is necessary, or

letter of administration or such holder is the holder of succession certificate or other legal

representation, as the case may be, from a Court in India having jurisdiction over the matter. The


39

Issuer may, in its absolute discretion, where it thinks fit, dispense with production of probate or

letter of administration or succession certificate or other legal representation, in order to recognize

such holder as being entitled to the Debentures(s) standing in the name of the deceased Debenture

holder on production of sufficient documentary proof or indemnity.

Where a non-resident Indian becomes entitled to the Debenture by way of succession, the

following steps have to be complied with:

1. Documentary evidence to be submitted to the Legacy Cell of the RBI to the effect that the

Debenture was acquired by the NRI as part of the legacy left by the deceased holder.

2. Proof that the NRI is an Indian National or is of Indian origin. Such holding by the NRI will be on

a non-repatriation basis.

l. Debenture holder not a Shareholder

The Debenture holders will not be entitled to any of the rights and privileges available to the

shareholders If, however, any resolution affecting the rights attached to the Debentures is placed

before the members of the Company, such resolution will first be placed before the Debenture

holders for their consideration.

m. Modification of Rights

The rights, privileges, terms and conditions attached to the Debentures may be varied, modified

or abrogated with the consent, in writing, of those holders of the Debentures who hold at least

three fourths of the outstanding amount of the Debentures or with the sanction accorded pursuant

to a resolution passed at a meeting of the Debenture holders, provided that nothing in such consent

or resolution shall be operative against the Issuer where such consent or resolution modifies or

varies the terms and conditions of the Debentures, if the same are not acceptable to the Issuer.

n. Future Borrowings

PSEPL shall be entitled to borrow / raise loans or avail of financial assistance in whatever form as

also issue Bonds/ Debentures/ Notes/ other securities in any manner with ranking as pari-passu

basis or otherwise and to change its capital structure, including issue of shares of any class or

redemption or reduction of any class of paid up capital, on such terms and conditions as PSEPL

may think appropriate, without the consent of, or intimation to, the Debenture holder(s) or the

Trustees in this connection.

o. Purchase/ Sale of Debentures

The Issuer may, at any time and from time to time, purchase Debentures at discount, at par or at

premium in the open market or otherwise in accordance with the applicable laws. Such

Debentures, at the option of the Issuer, may be cancelled, held or resold at such price and on such

terms and conditions as PSEPL may deem fit and as permitted by law.

p. Right to Re-Issue of Debentures

Where the Issuer has redeemed any such Debentures, subject to provisions of the Companies Act,

2013 or any other applicable law, the Issuer shall have and shall be deemed always to have had

the right to keep such Debentures alive for the purpose of re-issue and in exercising such right,

the Issuer shall have and shall be deemed always to have had the power to re-issue such Debentures

as per the provisions of law either by reissuing the same Debentures or by issuing other Debentures

in their place.


40

q. Debenture Redemption Reserve (DRR)

DRR shall be created by the Issuer in accordance with applicable law.

r. Notices

All notices to the Debenture holder(s) required to be given by the Issuer or the Trustees from time

to time, shall be deemed to have been given if sent by registered post/ by courier to the sole/ first

allottee or sole/ first Beneficial Owner of the Debentures, as the case may be, or if published in

one English and one regional language daily newspaper in Mumbai, New Delhi, Kolkata and

Chennai. All notice(s) to be given by the Debenture holder(s) shall be sent by registered post or

by hand delivery to the Company or to such persons at such address as may be notified by the

Company from time to time through suitable communication.

s. Tax Benefits to the Debenture holders of the Company

The holder(s) of the Debenture are advised to consider in their own case, the tax implications in

respect of subscription to the Debentures after consulting their own tax advisor/ counsel.

t. Disputes and Governing Law

The Debentures are governed by and shall be construed in accordance with the existing laws of

India. Any dispute arising thereof will be subject to the exclusive jurisdiction of the Courts at New

Delhi.


41

Application Process

Who can Apply/ Eligible Investors

The following categories are eligible to apply for this private placement of Debentures:

1. Companies and bodies corporate including public sector undertakings

2. Commercial Banks

3. Regional Rural Banks

4. Co-operative Banks

5. Financial Institutions

6. Insurance Companies

7. Mutual Funds

8. Provident, Superannuation, Pension and Gratuity Funds

9. Other entities subject to applicable regulations

10. However, out of the aforesaid class of investors eligible to invest, this Disclosure Document is

intended solely for the use of the person to whom it has been sent by the Issuer for the purpose of

evaluating a possible investment opportunity by the recipient(s) in respect of the securities offered

herein, and it is not to be reproduced or distributed to any other persons (other than professional

advisors of the prospective investor receiving this Disclosure Document from the Company.

In case of electronic book mechanism, the eligible investors/ bidders and the other participants (in its

capacity as Electronic Book Provider) should be in compliance with the SEBI circular no.

SEBI/HO/DDHS/CIR/P/2018/05 dated 5 January 2018 which came into force with effect from 1 April

2018, SEBI FAQs issued on electronic book mechanism for issuance of debt securities on private

placement basis.

Electronic Bidding Process

The bidding process, parameters and requirements for the Debentures issued pursuant to the

electronic bidding mechanism will be in accordance with the SEBI circular no.,

SEBI/HO/DDHS/CIR/P/2018/05 dated 5 January 2018, SEBI FAQs issued on Electronic book

mechanism for issuance of debt securities on private placement basis and the operational guidelines

issued by the BSE

Application by Mutual Funds

In case of applications by Mutual Funds, a separate application must be made in respect of each

scheme of an Indian Mutual Fund registered with SEBI and such applications will not be treated as multiple

applications, provided that the application made by the Asset Management Company / Trustees/ Custodian

clearly indicate their intention as to the scheme for which the application has been made.

Basis of Allotment / Allocation

The Issuer shall decide the basis of allotment. The Company reserves the right to reject any/ all applications

at its sole discretion, without assigning any reason whatsoever.

Mode of Subscription


42

Upon receipt of allocation advice from the Company, bidders shall be required to fill the complete

Application Form in the prescribed format in BLOCK LETTERS in English as per the instructions

contained therein. Applications should be for the number of Debentures allocated by the Company.

The entire face value amount per Debentures is payable on application.

Successful bidders should ensure to do the funds pay-in from their same bank account which is updated

by them in the BSE – EBP Platform while placing the bids. Payment should be made by the deadline

specified by the BSE. Successful bidders should do the funds pay-in to the bank accounts of the BSE

(“Designated Bank Account”) as displayed in EBP Platform at time of bidding.

All Application Forms, duly completed, together with application money details for the amount

payable on application must be delivered on the pay-in date with the Arrangers to the Issue.

Applications complete in all respects (along with all necessary documents as detailed in this Disclosure

Document) must be submitted on the Pay-In Date indicated in the issue time table or such extended time

as decided by the Issuer, with any of the Arrangers to the Issue, accompanied by the details of subscription

amount through funds transfer/ electronic transfer through RTGS mechanism. Cash, cheque(s)/ demand

draft(s), outstation cheques, money orders, postal orders and stock invest shall not be accepted. The Issuer

assumes no responsibility for any applications lost in mail.

Applications for the Debentures must be in the prescribed form (enclosed) and completed in BLOCK

LETTERS in English and as per the instructions contained therein. Applications not completed in the

prescribed manner are liable to be rejected. The name of the applicant’s bank, type of account and account

number must be filled in the Application Form.

The applicant or in the case of an application in joint names, each of the applicant, should mention his/her

Permanent Account Number (PAN) allotted under the Income-Tax Act, 1961 or where the same has not

been allotted, the GIR No. and the Income tax Circle/Ward/District. As per the provision of Section 139A

(5A) of the Income Tax Act, 1961, PAN/GIR No. needs to be mentioned on the TDS certificates. Hence,

the investor should mention his PAN/GIR No. if the investor does not submit Form 15G/15AA/other

evidence, as the case may be for non-deduction of tax at source. In case neither the PAN nor the GIR

Number has been allotted, the applicant shall mention “Applied for” and in case the applicant is not

assessed to income tax, the applicant shall mention ‘Not Applicable’ (stating reasons for non-applicability)

in the appropriate box provided for the purpose. Application Forms without this information will be

considered incomplete and are liable to be rejected.

Applications may be made in single or joint names (not exceeding three). In the case of joint

applications, all payments will be made out in favour of the first applicant. All communications will be

addressed to the first named applicant whose name appears in the Application Form at the address

mentioned therein.

All applicants are requested to tick the relevant column “Category of Investor” in the Application

Form. Public/ Private/ Religious/ Charitable Trusts, Provident Funds and Other Superannuation

Trusts and other investors requiring “approved security” status for making investments.

No separate receipts shall be issued for the application money. However, Bankers to the Issue at their

For further instructions, please read Application Form carefully.


43

Force Majeure

The Issuer reserves the right to withdraw the issue prior to the closing date in the event of any

unforeseen development adversely affecting the economic and regulatory environment. The Issuer

reserves the right to change the Issue Schedule.

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

Registrars 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.

Acknowledgements

No separate receipts will be issued for the application money.

Right to Accept or Reject Applications

The Issuer reserves its full, unqualified and absolute right to accept or reject any application, in part or in

full, without assigning any reason thereof. The rejected applicants will be intimated along with the refund

warrant, if applicable, to be sent. Interest on application money will be paid from the date of realization of

application money till one day prior to the date of refund. The application forms that are not complete in

all respects are liable to be rejected and would not be paid any interest on the application money.

Application would be liable to be rejected on one or more technical grounds, including but not restricted

to:

Number of Debentures applied for is less than the minimum application size;

Applications exceeding the issue size;

Bank account details not given;

Details for issue of Debentures in electronic/ dematerialised form not given; PAN/GIR and IT

Circle/Ward/District not given;

In case of applications under Power of Attorney by limited companies, corporate bodies, trusts,

etc. relevant documents not submitted;

In the event, if any Debentures(s) applied for is/ are not allotted in full, the excess application monies of

such Debentures will be refunded, as may be permitted.

PAN/GIR Number

All applicants should mention their Permanent Account Number or the GIR Number allotted under Income

Tax Act, 1961 and the Income Tax Circle/ Ward/ District. In case where neither the PAN nor the GIR

Number has been allotted, the fact of such a non-allotment should be mentioned in the Application Form

in the space provided. Every applicant should mention his Permanent Account Number (PAN) allotted

under Income Tax Act, 1961 and copy of the same may be submitted along with application.

Signatures

Signatures should be made in English or in any of the Indian Languages. Thumb impressions must be

attested by an authorized official of a Bank or by a Magistrate/ Notary Public under his/her official seal.

Nomination Facility

As per Section 72 of the Companies Act, 2013, only individuals applying as Sole Applicant / Joint


44

Applicants can nominate, in the prescribed manner, a person to whom his / their Debentures shall vest in

the event of his death. Non-individuals including holders of Power of Attorney cannot nominate.


45

16. SUMMARY TERM SHEET

Borrower / Issuer /

Company

Pune Solapur Expressway Pvt. Ltd. (“PSEPL”)

Security Name Series D secured listed, rated NCD amounting to INR 358.70 crores

Type of Instrument Rated, secured, redeemable, listed, non-convertible debentures

Nature of

Instrument

Secured

Seniority Senior

Mode of Issue Private Placement

Credit Rating Provisional AA- (Stable) by ICRA

Issue Opening Date September 11, 2020

Issue Closing Date September 11, 2020

Pay in Date (T +1) September 14, 2020

Mode of Allotment Uniform Yield

Mode of Settlement ICCL

Bid Book Type Open

Bidding Type Fixed Rate

Deemed Date of

Allotment

September 14, 2020

Listing WDM segment of BSE Limited

Face Value of

Debentures

INR 10,00,000 (Indian Rupees Ten Lakhs)

Issue Size INR 358,70,00,000 (Three Hundred and Fifty Eight Crores and Seventy

Lakhs)

Option to retain

oversubscription

Not Applicable

Sponsors TRIL Roads Private Ltd. – 50%; Atlantia SPA, Italy – 50%

Coordination Agent

/ Lender’s Agent

Kotak Mahindra Bank Limited

Type/Mode of

Allotment

Dematerialized

Trading Mode Dematerialized

Day count Actual/Actual

Settlement Mode Payment of interest and repayment of principal shall be made by way of

RTGS/NEFT/Fund Transfer mechanism as may be decided by the Issuer.


46

Record Date 10 working days prior to each coupon payment/Redemption Date

Senior Project Debt Existing term loan of Union Bank and Kotak Mahindra Bank under the

common loan agreement dated July 16, 2015 as amended from time to time;

Holders of Series A debentures issued by the Company amounting to INR

358.70 crores, which shall be replaced/refinanced by the proposed secured

debentures issued by the Company including overdraft facility

Together referred to as “Senior Project Debt”

Total Senior Project Debt outstanding amount is INR 550 crores

Total Amounts Upto Rs. 358.7 crs

Tenure Facility to be repaid in structured quarterly installments up to 31st March 2029

as per attached schedule

Coupon 8.80% p.a.

Coupon Payment

Frequency

Monthly

Purpose Purchase/redemption of the Borrower’s o/s NCDs (senior debt viz. Series A)

which were originally utilized for refinancing of part of the outstanding project

loan.

No part of the credit facility availed shall be used for prohibited transactions

such as acquisition of land or investment into shares / capital market and on-

lending purposes as per Reserve Bank of India’s circular / guidelines for usage

of Bank funds.

Repayment As per Annexure 1

Escrow Conditions The Borrower to maintain the escrow account for all cash flows pertaining to

the project with the Escrow Bank during the tenor of the facilities sanctioned

by the Investors/ Debenture holders.

Escrow Bank Kotak Mahindra Bank Ltd.

Mandatory

Prepayment

At the end of each financial year, [50]% of the surplus cash generated during

the year after meeting DSCR of 1.00x for Senior Project Debt and after

servicing interest on Sub Debt shall be utilized towards pre-payment of Senior

Project Debt Outstanding and the same shall be proportionate to the Senior

Project Debt O/s in inverse order of maturity.

In addition to the 50% cash sweep as above, additional cash sweep of 25% i.e.

75% cash sweep shall be effected for FY’21-FY’24 period upto max of INR

12.5 cr. for Senior Project Debt. The waterfall mechanism shall be detailed in the Debenture Trust Deed

Incremental Cashflow Waterfall Conditions

• In the cash flow waterfall the Senior Project Debt to be serviced first (both

interest & principal)

• Further, post O&M expense & MMR creation, post service of Senior

Project Debt (both interest & principal) & post service of interest on Sub


47

Debt, mandatory prepayment (i.e. cash sweep) of 50% of the surplus to be

utilized for prepayment of Senior Project Debt in inverse order of maturity.

• The residual 50% surplus can be utilized for servicing of Sub Debt

principal repayment &/ or for upstreaming by the sponsors subject to

compliance of restricted payments condition. However, it should be noted

that no upstreaming of cash flows to sponsors is allowed till next interest

rate reset which is due in FY’24.

Coupon Reset Date On June 17, 2023 and at the end of every year thereafter

Default / Penal Rate Amounts unpaid on due date will attract additional interest at 2% per annum,

from the date on which such payment is actually due to the date on which the

relevant overdue amounts are repaid.

Step Up Coupon Coupon Rate for the Debentures shall stand increased by 25 bps for two

notches (i.e at A (ICRA)) of downgrade from the current credit rating and for

downgrade by every notch thereafter.

Step Down Coupon Not Applicable

Coupon Reset

Mechanism and Call

Option/Prepayment

option

1. The initial Coupon Rate may be reset as follows: The Investor will

communicate via a ‘Coupon Reset Notice’, the proposed/revised

Coupon to Coordination Agent, at least 45 days (“Coupon Reset

Notice Date”) prior to the Coupon Reset Date. The Coordination

Agent, in turn, will communicate the same, to the investors on the

same day.

2. The Issuer, shall communicate their acceptance or rejection to the

Coordination Agent 15 days prior to the Coupon Reset Date.

3. If need be, there can be several rounds of discussion on spread revision

between the investors and issuer, routed through Coordination Agent.

However, these will have to be concluded within the above stated

timelines. On agreement between the Issuer and the Investors on the

revised Coupon Rate, the Coordination Agent will inform the same to

the Issuer and Investor, prior to each Coupon Reset Date.

4. If the Coupon Rate mentioned in the “Coupon Reset Notice” is not

acceptable to the Issuer and the same is communicated by the Issuer

within the timeline mentioned in point (2) above, then the Issuer shall

mandatorily redeemed the Debentures within 90 days from the

Coupon Reset Date. Such prepayment / call option shall be without

any prepayment penalty. The rate prevailing prior to such reset shall

continue to be applicable for the above-mentioned period until the

Debentures are redeemed in full.

5. If the Issuer fails to communicate it’s acceptance or rejection on the

“Coupon Reset Notice” within the stipulated timeline mentioned in

point (2) above, then the Coupon Rate mentioned in the “Coupon

Reset Notice” shall be deemed to be accepted by the Issuer and the

Coupon Rate shall be calculated from the Coupon Reset Date as per

the spread mentioned in the “Coupon Reset Notice”

Voluntary

Prepayment

The Issuer, may at its option, prepay the Loan/Debentures of any or all of the

Lenders/Investors in whole along with all outstanding dues without any


48

prepayment premium by delivering a prepayment notice to the concerned

Lenders/investors thirty (30) days prior to the next Coupon Reset Date (i.e. on

June 17, 2023). The Issuer shall be bound to prepay the Investors to whom it

has delivered a prepayment notice not later than 90 days from the Coupon

Reset Date.

Project Documents Includes the Concession Agreement, Substitution Agreements, Escrow

Agreement, O&M Contracts, among others.

Security The Senior Project Debt together with interest, liquidated damages, costs,

charges, expenses and all other monies whatsoever payable by the Issuer shall

be secured / procured by the following security interest to be created in favour

of the Debenture/Security Trustee, to be appointed for the benefit of the

Debenture holders/ Lenders, in a form and manner satisfactory to the Lenders

subject to the provisions of the concession agreement:

a.) First charge by way of mortgage in favor of the Lenders for all

immovable properties of the Company, present & future; except the

Project Assets

b.) First charge on all the movables, including movable plant and

machinery, machinery spares, tools and accessories, furniture,

fixtures, vehicles and all other movables assets, present & future;

except the Project Assets

c.) First charge of all the cash flows, revenues and receivables of the

Company, of whatsoever nature and wheresoever arising, present &

future;

d.) First exclusive charge on all intangibles, present & future; except the

Project Assets

e.) First charge by way of assignment or creation of security interest in

all the rights, title, interest, benefits, claims and demands whatsoever

of the Company

(i.) In the project documents (including but not limited to the

Concession agreement, EPC Contracts, etc);

(ii.) Permits, approvals and clearances pertaining to the Project;

(iii.) Any L/C, guarantee, performance bond provided by any party

to the Project Documents;

(iv.) All Insurance Contracts / Insurance Proceeds pertaining to the

Project.

f.) First charge on the Escrow Account and other reserves and any other

bank accounts of the Company, wherever maintained;

g.) Pari-passu first charge by way of pledge of 51% of equity shares held

by the Sponsor in dematerialized form in the equity share capital of

the Company representing entire total paid up equity share capital of

the Company. The shares to be pledged shall be free from any

restrictive covenants/lien or other encumbrance under any

contract/arrangement, including shareholder agreement/joint venture

agreement/ financing arrangement, with regard to pledge/transfer of

the shares including transfer upon enforcement of the pledge;.

The above security to be shared on pari passu basis amongst the Senior Project

Debt aggregating ~ INR 550 cr.


49

Documentation & Security Creation Timeline:

The security to be created and perfected within 90 days from pay-in for NCD.

The scan copies of the following documents however to be submitted prior to

disbursement:

• Debenture Trustee Agreement,

• Information Memorandum,

• Letter from credit rating agency (ICRA) confirming the Provisional

Rating

• Debenture Trust Deed to be signed within 60 days of disbursement

DSRA Borrower to maintain a Debt Service Reserve Account (DSRA) with a balance

of next 2 quarters’ debt servicing amount to be maintained from the date of

drawdown of the facility.

Company will have an option to maintain the same in form of BG without any

recourse to the Project Assets.

The amounts accumulated in the DSRA shall not be used for any purpose other

than for servicing the debt. The amount in the DSRA would be utilized only in

case of a shortfall in cash flows for meeting debt service requirements from

time to time. The company shall invest the funds in the DSRA only in

permitted investments in the form of FDs of AAA/AA+ rated banks as

approved by Lenders/ Debenture Holders.

The above proposed DSRA to be made available exclusively to the Senior

Project Debt Lenders.

DSRA to be created and perfect within 90 days.

Major Maintenance Reserve Account

Borrower to maintain a Major Maintenance Reserve Account for purpose of

building up funds in anticipation of planned major maintenance

Key Covenants Financial Covenants: • Minimum Debt Service Coverage Ratio (DSCR) of 1.15 for Senior Project Debt.

The covenant shall be tested for every 12 month period ending on a financial year

end.

DSCR: [PAT + Depreciation + Interest + non-cash expense – non cash income

+ MMR as per P&L – MMR as per revised base case – MM expense to the

extent not met out of MM reserve] / [Repayment of Senior Project Debt +

Interest of Senior Project Debt)].

Critical Conditions:

• TRIL Roadways to continue to be a Tata group entity where the Tata Group shall

have a minimum 26% holding in TRIL Roads Pvt. Ltd. (TRPL) (directly or

indirectly) and shall have management control throughout the tenure of the

Facility.

• TRIL Roadways should continue to hold minimum 50% equity stake in the

Borrower (PSEPL) and maintain management control in PSEPL on exit/dilution

of the JV partner.

• The Senior Project Debt [i.e. secured debt including term loan/ OD aggregating

INR 191.3 cr. and NCDs aggregating INR 358.70 cr.] to be maximum of INR 550

cr. (upto 15.09.20 and to be amortized thereafter).


50

• The unsecured Sub Debt not to exceed INR 394.83 cr. 50% of this Sub Debt to be

backed by Corporate Guarantee of Tata Realty and Infrastructure Ltd. and balance

50% to backed by SBLC arranged by Atlantia Spa. The Borrower to require prior

written approval from the Lenders for any incremental borrowings post 15.09.20.

• The Sub Debt to have no rights to take the Borrower to NCLT. The said clause

(for waiving the NCLT rights) to be accepted by the Sub Debt lenders.

• NHAI approval/No Objection Certificate for refinancing to be obtained within 6

months from the date of disbursement under the revised refinancing.

• If Rating of the Debentures falls below A-, the Debenture Holders shall reserve

the right to accelerate the facility along with all other monies/ accrued interest

Other Conditions:

• No voluntary prepayment of the Facility till the end of FY21

• The Company shall perform/discharge all its obligations (including operation and

maintenance activities) as stipulated in the Concession Agreement.

• The Investors/ Debenture Holders shall have a right to monitor the operations of

the Project after the commencement of operations during the currency of the

Financial Assistance.

• In case of default by the Company in repayment of the loan(s) and interest

thereon as per due date/s, the Lenders / their Trustees and / or the Reserve

Bank of India / Credit Information Bureau (India) Ltd. (CIBIL) will have

an unqualified right to disclose or publish the name of the company and its

directors in such manner and through such medium as the Lenders / their

Trustee or Reserve Bank of India / CIBIL as per applicable laws.

Prepayment Option

Upto 18 months – Lock-in. No prepayment allowed

Post 18 months – issuer can prepay the facility at quarterly interval with a 30

days notice period and payment of flat 1% prepayment premium on O/s

amount

Conditions

Precedent to

Disbursement

1. Company shall provide the Disclosure Document/Information

Memorandum

2. Signed copy of the Debenture Trustee Agreement

3. Rating Letter confirming the provisional rating

4. Intimation Letter to the Existing Term Loan Lender for issuance of

proposed Debentures for refinancing/redemption of Existing Series A

Debentures.

5. Execution of any other documents including corporate authorizations, as

applicable, to the satisfaction of Investors except as otherwise provided;

Condition

Subsequent

Including, but not limited to the following:

1. Issuer shall furnish the detailed Rating Rationale within 15 days of first

disbursement

2. Debenture Trust Deed to be executed within 60 days of the Deemed Date

of Allotment.

3. Final rating to be obtained within 15 days.

Representations &

Warranties

Standard representations and warranties to be incorporated in the DTD

Information

Covenants

Standard information covenants to be incorporated in the DTD


51

Negative Covenants Standard negative covenants to be incorporated in the DTD

Events of Default Standard events of defaults including:

(a) Payment default

(b) Illegality

(c) Breach of representation warranties and covenants

(d) Liquidation winding up and insolvency

Consequences of

Event of Default

If an Event of Default has occurred, Investors/ Debenture Holders may

exercise any one or more of the following actions, including but not limited

to:

a) Withhold further disbursements, accelerate the maturity of the

Facility and declare all amounts payable by the Borrower in respect

of the Facility to be due and payable immediately;

b) Demand cure of the default

c) Enforce Security;

d) Declare the commitments to be cancelled or suspended;

e) Draw on balances in the Escrow Account as per the Concession

Agreement

f) Exercise any other right that Lenders have under any Transaction

Documents or under Indian Law;

g) Appointment of one Nominee Director on the board of Borrower

during the subsistence of default;

h) Other rights available under the Concession Agreement

Exercise powers under the SARFAESI Act 2002

Transaction

Documents

1. Debenture Trustee Agreement

2. Debenture Trust Deed

3. This Disclosure Document

4. Any other document Agreed With the Debenture Trustee and as

detailed in the DTD

Taxes duties cost

and expenses

Relevant taxes, duties and levies are to be borne by the Issuer.

All charges / fees and any amounts payable under the Transaction Documents

by the Issuer to the Lender as mentioned herein do not include any applicable

taxes, levies including service tax etc. and all such impositions shall be borne

by the Issuer additionally.

Governing Law This Term Sheet and the Transaction Documents for the Loan shall be

governed by Indian Law and shall be subject to the jurisdiction of courts of

New Delhi


52

17. MATERIAL CONTRACTS & AGREEMENTS INVOLVING FINANCIAL OBLIGATIONS

OF THE ISSUER

The contracts referred to in Para A below (not being contracts entered into in the ordinary course of

the business carried on by the PSEPL) which are or may be deemed to be material have been entered

into by the PSEPL.

A. MATERIAL CONTRACTS

• Copy of letter appointing Registrars and copy of MoU entered into between the Issuer and the

Registrars;

• Copy of letter appointing Trustees to the Debenture holders.

B. DOCUMENTS

• Memorandum and articles of Association of the Issuer as amended from time to time;

• Board Resolution dated September 07, 2020 authorizing issue of Debentures offered under terms

of this Disclosure Document;

• Letter of consent from the Trustees for acting as trustees for and on behalf of the holder(s) of the

Debentures;

• Letter of consent from the Registrars for acting as Registrars to the Issue;

• Letter from M/s. ICRA Limited conveying the credit rating for the Debentures;

• Tripartite Agreement between the Issuer, NSDL, and Registrars for issue of Debentures in

dematerialized form;;

• Debenture Trustee Agreement;

• Annual Reports of the Company for last three years;

• Auditor’s Report in respect of the financial statements of the Company for last three years.


53

18. DECLARATION

The Issuer undertakes that this Information Memorandum contains full disclosures in accordance with

Securities and Exchange Board of India (Issue and Listing of Debt Securities) Regulations, 2008 issued

vide circular no. LAD-NRO/GN/2008/13/127878 dated June 06, 2008, as amended and Securities and

Exchange Board of India (Issue and Listing of Debt Securities) (Amendment) Regulations, 2018 issued

vide circular no. SEBI/LAD-NRO/GN/2018/42 dated October 19, 2018, as amended.

DIRECTORS’S DECLARATION

a. the company has complied with the provisions of the Act and the rules made thereunder;

b. the compliance with the Act and the rules does not imply that payment of dividend or interest or

repayment of debentures, if applicable, is guaranteed by the Central Government;

c. the monies received under the offer shall be used only for the purposes and objects indicated in the

Offer letter;

We are authorized by the Board of Directors of the Company dated September 7, 2020 to sign this form

and declare that all the requirements of Companies Act, 2013 and the rules made thereunder in respect of

the subject matter of this form and matters incidental thereto have been complied with. Whatever is stated

in this form and in the attachments thereto is true, correct and complete and no information material to the

subject matter of this form has been suppressed or concealed and is as per the original records maintained

by the promoters subscribing to the Memorandum of Association and Articles of Association.

It is further declared and verified that all the required attachments (if any) have been completely, correctly

and legibly attached to this form.

For Pune Solapur Expressway Private Limited

Gaurav Khanna

Director

DIN 03085284

Place: Mumbai

Date: September 9, 2020

Attachments:

Board resolution

Annexure A: Application Form

Annexure B: Credit rating letter

Annexure C: Copy of Audited Financial Statements for last 3 years

Annexure D: Debenture Trustee consent letter


54

APPLICATION FORM

PUNE SOLAPUR EXPRESSWAY PRIVATE LIMITED

Registered Address: Patas Plaza | KM65, NH 65(Old NH 9), Taluka Daund, Pune- 412219

DEBENTURE APPLICATION FORM SERIAL NO. 0 0 0 0 0 0 0 0 1

ISSUE OF UPTO 3587 (THREE THOUSAND FIVE HUNDRED AND EIGHT SEVEN) SECURED

REDEEMABLE NON-CONVERTIBLE LISTED DEBENTURES OF FACE VALUE OF RS.

10,00,000/- (RUPEES TEN LAKHS ONLY) EACH, FOR CASH, IN DEMATERIALIZED FORM,

AGGREGATING UPTO RS. 358,70,00,000/- (RUPEES THREE HUNDRED AND FIFTY EIGHT

CRORES AND SEVENTY LAKHS ONLY) ON PRIVATE PLACEMENT BASIS.

DEBENTURES APPLIED FOR:

Number of Debentures in words

Amount Rs. /- in words Rupees

DETAILS OF PAYMENT:

Funds transferred to Pune Solapur Expressway Private Limited

Dated ____________

Transaction ID:

Total Amount Enclosed

(In Figures) Rs.______/- (In words) ________ only

APPLICANT’S NAME IN FULL (CAPITALS) SPECIMEN

SIGNATURE

APPLICANT’S ADDRESS

ADDRESS

STREET

CITY

PIN PHONE FAX

APPLICANT’S PAN/GIR NO.

WE ARE ( ) COMPANY ( ) OTHERS ( ) SPECIFY __________


55

We have read and understood the Terms and Conditions of the issue of Debentures including the Risk

Factors described in the Information Memorandum and have considered these in making our decision to

apply. We bind ourselves to these Terms and Conditions and wish to apply for allotment of these

Debentures. We request you to please place our name(s) on the Register of Holders.

Name of the Authorised

Signatory(ies)

Designation Signature

Applicant’s

Signature

We the undersigned, are agreeable to holding the Debentures of the Company in dematerialised form.

Details of my/our Beneficial Owner Account are given below:

DEPOSITORY NSDL ( )

DEPOSITORY PARTICIPANT NAME

DP-ID

BENEFICIARY ACCOUNT NUMBER

NAME OF THE APPLICANT(S)

Applicant Bank Account :

(Settlement by way of Cheque / Demand Draft /

Pay Order / Direct Credit / ECS /

NEFT/RTGS/other permitted mechanisms)

Beneficiary Bank Account Details

BANK ACCOUNT DETAILS OF PUNE SOLAPUR EXPRESSWAY PRIVATE LIMITED:

Particulars Operations Fund Escrow Account

Account No 3411621840

Bank Name Kotak Mahindra bank ltd.

Address Kotak Mahindra Bank Ltd., 5 C/ Ii, Mittal

Court,224, Nariman Point, Mumbai, Maharashtra

- 400021.

IFSC Code KKBK0000958

FOR OFFICE USE ONLY

DATE OF RECEIPT ________________ DATE OF CLEARANCE ________________

(Note: Cheque and Drafts are subject to realisation)


56

We understand and confirm that the information provided in the Information Memorandum is provided by

the Issuer and the same has not been verified by any legal advisors to the Issuer and other intermediaries

and their agents and advisors associated with this Issue. We confirm that we have for the purpose of

investing in these Debentures carried out our own due diligence and made our own decisions with respect

to investment in these Debentures and have not relied on any representations made by anyone other than

the Issuer, if any.

We understand that: i) in case of allotment of Debentures to us, our Beneficiary Account as mentioned

above would get credited to the extent of allotted Debentures, ii) the Applicant must ensure that the

sequence of names as mentioned in the Application Form matches the sequence of name held with our

Depository Participant, iii) if the names of the Applicant in this application are not identical and also not

in the same order as the Beneficiary Account details with the above mentioned Depository Participant or

if the Debentures cannot be credited to our Beneficiary Account for any reason whatsoever, the Company

shall be entitled at its sole discretion to reject the application or issue the Debentures in physical form.

Applicant’s

Signature

FOR OFFICE USE ONLY

DATE OF RECEIPT ______________________ DATE OF CLEARANCE _________________

(Note : Cheque and Drafts are subject to realisation)

-------------------------------------------------(TEAR HERE)--------------------------------------------

ACKNOWLEDGMENT SLIP

(To be filled in by Applicant)SERIAL NO. - - - - - - - -

Received from _______________________________________________

Address________________________________________________________________

______________________________________________________________________

Cheque/Draft/UTR # ______________ Drawn on _______________________________ for

Rs. _____________ on account of application of _____________________ Debenture


57

ANNEXURE B: CREDIT RATING LETTER

Attached separately


58

ANNEXURE C: COPY OF AUDITED FINANCIAL STATEMENTS FOR LAST 3 YEARS

Attached separately


59

ANNEXURE D: DEBENTURE TRUSTEE CONSENT LETTER

Attached Separately

Date post:	09-Mar-2021
Category:	Documents
Upload:	others
View:	2 times
Download:	0 times