Private & Confidential – For Private Circulation Only
(This Information Memorandum is neither a Prospectus nor a statement in Lieu of Prospectus)
Dated: March 22, 2017
1
Serial No. STL/2016-17/NCD/01
STERLITE TECHNOLOGIES LIMITED
Registered Office : E1, MIDC Industrial Area, Waluj Aurangabad-431136, Maharashtra,
India
Corporate Office : 4th Floor, Godrej Millennium, 9 Koregaon Road, Pune 411001, India
Tel : 91-20-30514000
Fax : 91-20-30514113
CIN : L31300MH2000PLC269261
Website : www.sterlitetech.com
PRIVATE PLACEMENT OF 1500 (ONE THOUSAND AND FIVE HUNDRED) RATED,
LISTED, SECURED, REDEEMABLE NON-CONVERTIBLE DEBENTURES OF RS
10,00,000 (RUPEES TEN LAKHS ONLY) EACH FOR CASH AT PAR AGGREGATING
RS. 150,00,00,000 (RUPEES ONE HUNDRED AND FIFTY CRORE ONLY) TO BE
ISSUED IN 2 SERIES (THE “ISSUE”)
This Information Memorandum / Private Placement Offer Letter (hereinafter referred to as
the “Offer Letter”) is prepared in terms of the Securities and Exchange Board of India
(Issue and Listing of Debt Securities) Regulations, 2008 dated June 06, 2008 as amended
and Securities and Exchange Board of India (Issue and Listing of Debt Securities)
(Amendment) Regulations, 2016 dated May 25, 2016, as applicable for private placement of
Debentures. This Private Placement Offer Letter also contains the disclosures as per Form
No. PAS-4, pursuant to Section 42 and Rule 14(1) of Companies (Prospectus and Allotment
of Securities) Rules, 2014.This Offer Letter is neither a prospectus nor a statement in lieu of
prospectus and does not constitute an offer to the public generally to subscribe for or
otherwise acquire the Debentures to be issued by the Issuer.
GENERAL RISKS
Investors are advised to take informed decision before taking an investment decision in this
offering. For taking an investment decision the investor must rely on their examination of the
Issue and the Offer Letter including the risks involved. The Issue of Debentures has not been
recommended or approved by Securities & Exchange Board of India (SEBI) nor does SEBI
guarantee the accuracy or adequacy of this Offer Letter.
Private & Confidential – For Private Circulation Only
(This Information Memorandum is neither a Prospectus nor a statement in Lieu of Prospectus)
Dated: March 22, 2017
2
ISSUER’S ABSOLUTE RESPONSIBILITY
The Issuer, having made all reasonable inquiries, accepts responsibility for and confirms, that the
information contained in this Offer Letter contains all the information with regard to the Issuer
and the Issue which is material in the context of the Issue and that the information contained in
this Offer Letter is true and correct in all material respects and is not misleading in any material
respect, that the opinions and intentions expressed herein are honestly held and that there are no
other facts, the omission of which makes this Offer Letter as a whole or any of such information
or the expression of any such opinions or intentions misleading in any material respect.
CREDIT RATING:
The Debentures have a long term rating of AA- Stable by ICRA.
The rating is not a recommendation to buy, sell or hold securities and investors should take their
own decision. The rating may be subject to revision or withdrawal at any time by the assigning
Credit Rating Agency and each rating should be evaluated independently of any other rating. The
Credit Rating Agency has a right to suspend or withdraw the rating at any time on the basis of
factors such as new information or unavailability of information or any other circumstances,
which it believes may have an impact.
LISTING:
The Debentures are proposed to be listed on the WDM Segment of the Bombay Stock Exchange
Limited.
Debenture Trustee Registrar & Transfer Agent
Axis Trustee Services Limited
(A Wholly Owned Subsidiary of Axis Bank
Limited)
Ground Floor, Axis House,
Wadia International Centre,
Bombay Dyeing Mills Compound,
Pandurang Budhkar Marg,
Worli, Mumbai – 400025.
Contact No.: +91-22-62260084;
+91-9819351194
Karvy Computershare Private Limited, Karvy Selenium Tower-B,
Plot No. 31 & 32, Financial District, Gachibowli, Nanakramguda, Serilingampally,
Hyderabad 500 008 India. Phone No.: +91 040 67161524
E-mail: [email protected]
Private & Confidential – For Private Circulation Only
(This Information Memorandum is neither a Prospectus nor a statement in Lieu of Prospectus)
Dated: March 22, 2017
3
Auditors Company Secretary & Compliance Officer
S R B C & CO. LLP Chartered Accountants, C,401, Fourth Floor,
Panchshil Tech Park,
Yerwada, Pune, Maharashtra – 411006
Amit Deshpande
Phone No.: +91-20-30514000
Fax No.: +91-20-30514113
E- Mail: [email protected]
Address: 4th Floor,
Godrej Millennium, 9 Koregaon Road,
Pune 411001
Name of the Company : Sterlite Technologies Limited
CIN No. : L31300MH2000PLC269261
Date of Incorporation : 26-March-2000
Registered Office : E1, MIDC Industrial Area, Waluj Aurangabad-431136,
Maharashtra, India
Corporate Office : 4th Floor, Godrej Millennium, 9 Koregaon Road, Pune 411001,
India
Tel : 91-20-30514000
Fax : 91-20-30514113
Contact Person : Amit Deshpande
Website : www.sterlitetech.com
E-Mail : [email protected]
ISSUE OF 1500 (ONE THOUSAND AND FIVE HUNDRED) RATED, LISTED,
SECURED, REDEEMABLE NON-CONVERTIBLE DEBENTURES OF RS 10,00,000
(RUPEES TEN LAKHS ONLY) EACH FOR CASH AT PAR AGGREGATING TO RS.
150,00,00,000 (RUPEES ONE HUNDRED AND FIFTY CRORE ONLY) (AS DEFINED
HEREINAFTER) TO BE ISSUED IN 2 SERIES (THE “ISSUE”)
Private & Confidential – For Private Circulation Only
(This Information Memorandum is neither a Prospectus nor a statement in Lieu of Prospectus)
Dated: March 22, 2017
4
Information Memorandum of Private Placement
Date: March 22, 2017
I. DISCLAIMER CLAUSE
This Information Memorandum of private placement is neither a prospectus nor a
statement in lieu of prospectus. The issue of rated, senior secured, listed, redeemable non-
convertible debentures to be issued is being made strictly on a private placement basis. It
is not intended to be circulated to more than 49 (forty-nine) persons. Multiple copies
hereof given to the same entity shall be deemed to be given to the same person and shall
be treated as such. It does not constitute and shall not be deemed to constitute an offer or
an invitation to subscribe to the debentures issued to the public in general. Apart from this
Information Memorandum, no offer document or prospectus has been prepared in
connection with the offering of this issue or in relation to the company nor is such a
prospectus required to be registered under the applicable laws. Accordingly, this
Information Memorandum has neither been delivered for registration nor is it intended to
be registered.
This Information Memorandum has been prepared to provide general information about
the Company to potential investors to whom it is addressed and who are willing and
eligible to subscribe to the Debentures. This Information Memorandum does not purport
to contain all the information that any potential investor may require. Neither this
Information Memorandum nor any other information supplied in connection with the
Debentures is intended to provide the basis of any credit or other evaluation nor should
any recipient of this Information Memorandum consider such receipt a recommendation
to purchase any Debentures. Each investor contemplating the purchase of any Debentures
should make his own independent investigation of the financial condition and affairs of
the Company, and his own appraisal of the creditworthiness of the Company. Potential
investors should consult their own financial, legal, tax and other professional advisors as
to the risks and investment considerations arising from an investment in the Debentures
and should possess the appropriate resources to analyse such investment and the
suitability of such investment to such investor‟s particular circumstances. It is the
responsibility of investors to also ensure that they will sell these Debentures in strict
accordance with this Information Memorandum and other applicable laws, so that the sale
does not constitute an offer to the public within the meaning of the Companies Act, 2013.
None of the intermediaries or their agents or advisors associated with this issue undertake
to review the financial condition or affairs of the Company during the life of the
arrangements contemplated by this Information Memorandum or have any responsibility
to advise any investor or potential investor in the debentures of any information available
with or subsequently coming to the attention of the intermediaries, agents or advisors.
The Company confirms that, as of the date hereof, this Information Memorandum
contains information that is accurate in all material respects and does not contain any
untrue statement of a material fact, or omits to state any material fact, necessary to make
the statements herein that would be, in the light of circumstances under which they are
made, not misleading. No person has been authorized to give any information or to make
any representation not contained or incorporated by reference in this Information
Memorandum or in any material made available by the Company to any potential investor
Private & Confidential – For Private Circulation Only
(This Information Memorandum is neither a Prospectus nor a statement in Lieu of Prospectus)
Dated: March 22, 2017
5
pursuant hereto and, if given or made, such information or representation must not be
relied upon as having been authorized by the Company. The intermediaries and their
agents or advisors associated with this Issue have not separately verified the information
contained herein. Accordingly, no representation, warranty or undertaking, express or
implied, is made and no responsibility is accepted by any such intermediary as to the
accuracy or completeness of the information contained in this Information Memorandum
or any other information provided by the Company. Accordingly, all such intermediaries
associated with this Issue shall have no liability in relation to the information contained in
this Information Memorandum or any other information provided by the Company in
connection with the issue.
The contents of this Information Memorandum are intended to be used only by those
investors to whom it is issued. It is not intended for distribution to any other person and
should not be reproduced by the recipient.
Each copy of this Information Memorandum is serially numbered and the person, to
whom a copy of the Information Memorandum is sent, is alone entitled to apply for the
Debentures. No invitation is being made to any persons other than those to whom
application forms along with this Information Memorandum have been sent. Any
application by a person to whom the Information Memorandum and/or the application
form has not been sent by the Company shall be rejected without assigning any reason.
The person who is in receipt of this Information Memorandum shall maintain utmost
confidentiality regarding the contents of this Information Memorandum and shall not
reproduce or distribute in whole or part or make any announcement in public or to a third
party regarding its contents, without the prior written consent of the Company.
Each person receiving this Information Memorandum acknowledges that:
Such person has been afforded an opportunity to request and to review and has
received all additional information considered by an individual 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 the debentures in connection with its investigation of the accuracy of
such information or its investment decision.
The Company does not undertake to update the Information Memorandum to reflect
subsequent events after the date of the Information Memorandum and thus it should not
be relied upon with respect to such subsequent events without first confirming its
accuracy with the Company. Neither the delivery of this Information Memorandum nor
any sale 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
Company since the date hereof.
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. No action is being taken to permit an offering of the debentures or
Private & Confidential – For Private Circulation Only
(This Information Memorandum is neither a Prospectus nor a statement in Lieu of Prospectus)
Dated: March 22, 2017
6
the distribution of this Information Memorandum in any jurisdiction where such action is
required. The distribution of this Information Memorandum and the offering and sale of
the debentures may be restricted by law in certain jurisdictions. Persons into whose
possession this Information Memorandum comes are required to inform themselves about
and to observe any such restrictions.
The Information Memorandum is made available to potential investors in the issue on the
strict understanding that it is confidential.
Sterlite Technologies Limited (the “Issuer”/”Company”) will distribute this Information
Memorandum in connection with the proposed transaction outlined in it (the
“Transaction”) and the debentures proposed to be issued in the Transaction.
Nothing in this Information Memorandum constitutes an offer of securities for sale in any
other jurisdiction where such offer or placement would be in violation of any law, rule or
regulation.
The Issuer has prepared this Information Memorandum and the Issuer is solely
responsible for its contents. The Issuer will comply with all laws, rules and regulations
and has obtained all regulatory, governmental and corporate approval for the issuance of
the Debentures. All the information contained in this Information Memorandum has been
provided by the Issuer or is publicly available information.
You should carefully read and retain this Information Memorandum. However, you are
not to construe the contents of this Information Memorandum as investment, legal,
accounting, regulatory or tax advice, and You should consult with your own advisors as
to all legal, accounting, regulatory, tax, financial and related matters concerning an
investment in the Debentures.
Stock Exchange Disclaimer Clause: It is to be distinctly understood that filing of this
Information Memorandum with the Stock Exchange should not, in any way, be deemed
or construed that the same has been cleared or approved by the Stock Exchange. The
Stock Exchange 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 Information Memorandum.
Private & Confidential – For Private Circulation Only
(This Information Memorandum is neither a Prospectus nor a statement in Lieu of Prospectus)
Dated: March 22, 2017
7
GENERAL RISKS
Potential investors are advised to read the Information Memorandum carefully before taking an
investment decision in this offering. For taking an investment decision, investors must rely on
their own examination of the Issuer and the offer including the risks involved. The Debentures
have not been recommended or approved by the Securities and Exchange Board of India (“SEBI”)
nor does SEBI guarantee the accuracy or adequacy of this document. This Information
Memorandum has not been submitted, cleared or approved by SEBI.
LISTING
The Debentures to be issued under this Information Memorandum will be listed on the „Bombay
Stock Exchange‟ (the “Stock Exchange”). The Issuer shall make an application for listing within
15 (Fifteen) days from the Deemed Date of Allotment of the Debentures and shall have obtained
the in-principle approval of the BSE for the listing of the Debentures.
CREDIT RATING:
AA- Stable by ICRA.
The rating is not a recommendation to buy, sell or hold securities and investors should take their
own decision. The rating may be subject to revision or withdrawal at any time by the assigning
Credit Rating Agency and each rating should be evaluated independently of any other rating. The
ratings obtained are subject to revision at any point of time in the future. The Credit Rating
Agency has the right to suspend, withdraw the rating at any time on the basis of new information,
etc.
REGISTRAR & SHARE TRANSFER AGENT DETAILS
Karvy Computershare Private Limited, Karvy Selenium Tower-B, Plot No. 31 & 32, Financial District, Gachibowli, Nanakramguda, Serilingampally, Hyderabad 500 008 India. Phone No.: +91 040 67161524 E-mail: [email protected]
This Information Memorandum prepared under SEBI (Issue and Listing of Debt Securities)
Regulations, 2008 dated June 6, 2008, as amended from time to time, for private placement of the
Debentures is neither a prospectus nor a statement in lieu of prospectus and does not constitute an
offer to the public generally to subscribe for or otherwise acquire the debt securities to be issued
by the Company. This is only an information brochure intended for private use.
ISSUE SCHEDULE
Date of Opening: March 23, 2017
Date of Closing: March 23, 2017
Deemed Date of Allotment: March 23, 2017
Private & Confidential – For Private Circulation Only
(This Information Memorandum is neither a Prospectus nor a statement in Lieu of Prospectus)
Dated: March 22, 2017
8
II. DEFINITIONS AND ABBREVIATIONS
Capitalised words and expressions shall have the meanings respectively ascribed to such words
and expression throught this Information Memorandum. The expressions listed below shall have
the following meanings:
S. No. Term/
Abbreviation
Used
Definition
1. Act or Companies
Act
shall mean the Companies Act, 2013, including any statutory
modification or re-enactment or replacement thereof, for the time
being in force, or the Companies Act, 1956, as applicable and to
the extent not repealed/replaced by the Companies Act, 2013.
2. AGM shall mean Annual General Meeting.
3. Application Form shall mean the application form through which applications for
the debentures shall be made as set out in Annexure V.
4. Articles of
Association
shall mean the articles of association of the Issuer.
5. Auditors shall mean S R B C & CO LLP.
6. Beneficial Owner shall mean each such person who is, for the time being and from
time to time, the owner of the Debentures in electronic
(dematerialised) form, and whose name appears in the list of
Beneficial Owner(s)/Register of Beneficial Owners(s) prepared,
held and given by the Depository viz. NSDL or CDSL, as the
case may be.
7. Beneficiary
Account
shall mean the account of the Debenture Holders.
8. Beneficiary
Account Number
shall mean the account number of the Beneficiary Account.
9. Board of Directors shall mean the board of directors of the Issuer.
10. BSE refers to Bombay Stock Exchange.
11. CDSL shall mean the Central Depository Services Limited.
12. Central
Government
shall refer to the Central Government of the Republic of India.
13. Debenture Trust
Deed or DTD or
shall mean the trust deed to be entered into between the
Private & Confidential – For Private Circulation Only
(This Information Memorandum is neither a Prospectus nor a statement in Lieu of Prospectus)
Dated: March 22, 2017
9
S. No. Term/
Abbreviation
Used
Definition
Deed Debenture Trustee and the Issuer in relation to the Issue.
14. Debenture Trustee
or Trustee
shall mean the trustee for the Debenture Holders, in this case
being Axis Trustee Services Limited.
15. Debenture Trustee
Appointment
Agreement
shall mean the agreement to be executed between the Issuer and
the Debenture Trustee for confirming the appointment of Axis
Trustee Services Limited as the Debenture Trustee.
16. Depositories shall mean National Securities Depository Limited or Central
Depository Services (India) Limited or such other depository
registered with the Securities and Exchange Board of India, with
whom the Issuer has entered into an agreement for keeping and
dealing with the Debentures in a dematerialized form.
17. Designated Stock
Exchange
shall mean the Bombay Stock Exchange.
18. DRR shall refer to the Debenture Redemption Reserve to be maintained
in terms of the Act.
19. EBITDA shall mean earnings before interest, taxes, depreciation and
amortization as reflected in the profit and loss account of the
Issuer (excluding other income).
20. ECGC shall refer to the Export Credit and Guarantee Corporation of
India Limited.
21. EGM shall refer to Extraordinary General Meeting.
22. Eligible Financial
Institution
means such financial institutions from whom monies borrowed
even under an unsecured debenture would not constitute a
„deposit‟ within the meaning of the term as defined under Section
2(b) of the Companies (Acceptance Of Deposits) Rules, 1975.
23. Existing Lenders collectively means the lenders who have advanced long term
debt, short term debt and entities which have provided corporate
and financial guarantees (excluding guarantees not in the nature
of bid bond, advance payment guarantee and performance
guarantee), who are more particularly identified in the Debenture
Trust Deed.
24. FCCB shall mean the foreign currency convertible bonds.
Private & Confidential – For Private Circulation Only
(This Information Memorandum is neither a Prospectus nor a statement in Lieu of Prospectus)
Dated: March 22, 2017
10
S. No. Term/
Abbreviation
Used
Definition
25. Foreign
Institutional
Investor
shall mean an institution established or incorporated outside India
which proposes to make investment in securities in India and is
registered in accordance with Section 2 (f) of the SEBI (FII)
Regulations 1995.
26. Hypothecated
Assets
The whole of the movable properties (other than current assets) of
the Company including its movable plant and machinery,
machinery spares, tools and accessories and other movables, both
present and future, whether installed or not and now lying loose
or in cases or which are now lying or stored in or about or shall
hereafter from time to time during the continuance of these
presents be brought into or upon or be stored or be in or about all
the Company's factories, premises and godowns wherever situate,
or pertaining to its properties wherever else the same may be or
be held by any other party to the order or disposition of the
Company or in the course of transit or on high seas or on order or
delivery.
27. Information
Memorandum
shall mean this information memorandum issued in accordance
with the Securities and Exchange Board of India (Issuance and
Listing of Debt Securities) Regulations, 2008 including any
amendments or modifications thereto.
28. Issue shall mean the issue of Debentures in accordance with the terms
of the Transaction Documents.
29. Issuer or Company shall mean Sterlite Technologies Limited , a company
incorporated under the Companies Act, 1956 and an existing
company under the Companies Act, 2013 and having its
registered office at E1, MIDC Industrial Area, Waluj
Aurangabad-431136, Maharashtra, India.
30. Mortgaged
Premises
shall collectively mean the Mortgaged Premises I and Mortgaged
Premises II.
31. Mortgaged
Premises I
shall mean the specified immovable properties located in Pune,
Maharashtra over which mortgage will be created in favour of the
Debenture Trustee as security for the Debentures in a manner as
provided under the Debenture Trust Deed.
32. Mortgaged
Premises II
shall mean the specified immovable properties located in Dadra
and Nagar Haveli, over which mortgage will be created in favour
of the Debenture Trustee as security for the Debentures in a
manner as provided under the Debenture Trust Deed.
Private & Confidential – For Private Circulation Only
(This Information Memorandum is neither a Prospectus nor a statement in Lieu of Prospectus)
Dated: March 22, 2017
11
S. No. Term/
Abbreviation
Used
Definition
33. NBFC shall mean Non-Banking Finance Company.
34. NCD shall mean non convertible debentures.
35. NSDL shall mean the National Securities Depositories Limited.
36. OF means Optical Fibres.
37. OFC means Optical Fibre Cables.
38. Offer Letter or
Private Placement
Offer Letter
shall mean the private placement offer letter to be issued by the
Issuer to the investors in Form PAS-4, as required under the Act
and the Information Memorandum, and to be circulated by the
Issuer to the proposed original Debenture Holder for offering the
Debentures, by way of private placement.
39. PAT shall mean profit after tax.
40. Potential Investor shall mean prospective investors in the Debentures.
41. Promoter means Twin Star Overseas Limited, a company incorporated
under the laws of Mauritius, and having its registered office at
C/o CIM Corporate Services Limited, Les Cascades Building,
Edith Cavell Street, Port Louis, Mauritius.
42. Promoter Group means the persons and entities forming part of the Issuer‟s
promoter group, in accordance with SEBI (Issue of Capital and
Disclosure Requirements) Regulations, 2009 and appearing in
latest shareholding pattern of the Issuer disclosed to the stock
exchanges in accordance with SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015.
43. Preference Shares shall mean preference shares as defined and considered by the
Companies Act 2013 as amended from time to time.
44. Qualified
Institutional Buyers
(QIBs)
shall mean a qualified institutional buyer as maybe defined by the
law for the time being in force.
45. RBI shall mean the Reserve Bank of India established under the
Reserve Bank of India Act, 1934.
46. Real Time Gross
Settlement or
shall mean the system of transfer of monies or securities from one
bank to another in real time.
Private & Confidential – For Private Circulation Only
(This Information Memorandum is neither a Prospectus nor a statement in Lieu of Prospectus)
Dated: March 22, 2017
12
S. No. Term/
Abbreviation
Used
Definition
RTGS
47. Residuary NBFC
or RNBC
shall mean residuary non-banking company.
48. Scheduled
Commercial Bank
shall mean a bank which is listed in the 2nd Schedule of the
Reserve Bank of India Act, 1934.
49. Security or Secured
Assets
shall mean the Mortgaged Premises and Hypothecated Assets,
collectively.
50. Security Cover means the aggregate value of the Mortgaged Premises and
Hypothecated Assets divided by Principal Amount
51. Security Interest means:
(i) any mortgage, charge (whether fixed or floating), pledge,
lien, hypothecation, assignment, deed of trust, security
interest or other encumbrance of any kind securing, or
conferring any priority of payment in respect of, any
obligation of any Person, including without limitation any
right granted by a transaction which, in legal terms, is not
the granting of security but which has an economic or
financial effect similar to the granting of security under
Applicable Law;
(ii) any voting agreement, interest, option, right of first offer,
refusal or transfer restriction in favour of any Person;
and/or
(iii) any adverse claim as to title, possession or use.
52. Security
Documents
means the Deed of Hypothecation to be executed in respect of the
hypothecation to be created over the Hypothecated Assets and
any mortgage deeds, memorandum of entries and director‟s
declarations to be executed or entered into in relation to the
equitable mortgage to be created on Mortgaged Premises II and
all such other documents as may be required/executed for
creating / perfecting the Security Interest over the Secured Assets
in favour of the Debenture Trustee for the benefit of the
Debenture Holders (and its successors and assigns from time to
time).
53. State Government shall mean the Government of the States comprising the Republic
Private & Confidential – For Private Circulation Only
(This Information Memorandum is neither a Prospectus nor a statement in Lieu of Prospectus)
Dated: March 22, 2017
13
S. No. Term/
Abbreviation
Used
Definition
of India.
54. Statutory
Corporation
shall mean a corporation established under a statute.
55. Stock Exchange shall mean the BSE.
56. Unsecured Loan
Facilities
shall mean the existing unsecured loan facilities availed by the
Issuer.
57. WDM Segment shall mean the whole sale debt market segment of the National
Stock Exchange.
III. LIST OF DOCUMENTS TO BE FILED WITH THE STOCK EXCHANGE
List of disclosures to be filed along with the listing application to the stock exchange:
A. Memorandum and Articles of Association and necessary resolution(s) for the
allotment of the debt securities.
B. Copy of last three years audited Annual Reports.
C. Statement containing particulars of, dates of, and parties to all material contracts
and agreements.
D. Copy of the Board / Committee Resolution authorizing the borrowing and list of
authorized signatories.
E. An undertaking from the Issuer stating that the necessary documents for the
creation of the charge, where applicable, including the Debenture Trust Deed
would be executed within the time frame prescribed in the relevant
regulations/act/rules etc and the same would be uploaded on the website of the
Designated Stock Exchange, where the debt securities have been listed, within
five working days of execution of the same.
F. Any other particulars or documents that the recognized stock exchange may call
for as it deems fit.
G. An undertaking that permission / consent from the prior creditor for a second or
pari passu charge being created, where applicable, in favor of the trustees to the
proposed issue has been obtained.
Private & Confidential – For Private Circulation Only
(This Information Memorandum is neither a Prospectus nor a statement in Lieu of Prospectus)
Dated: March 22, 2017
14
IV. LIST OF DOCUMENTS TO BE DISCLOSED TO THE DEBENTURE TRUSTEE
List of disclosures to be submitted to the Debenture Trustee in electronic form (soft copy)
at the time of allotment of the debt securities:
A. Memorandum and Articles of Association and necessary resolution(s) for the
allotment of the debt securities.
B. Copy of last three years‟ audited Annual Reports.
C. Statement containing particulars of, dates of, and parties to all material contracts
and agreements.
D. Latest Audited / Limited Review Half Yearly Consolidated (wherever available)
and Standalone Financial Information (Profit & Loss statement, Balance Sheet
and Cash Flow statement) and auditor qualifications , if any.
E. An undertaking to the effect that the Issuer would, till the redemption of the debt
securities, submit the details mentioned in point (D) above to the Debenture
Trustee within the timelines as mentioned in Simplified Listing Agreement issued
by SEBI vide SEBI (Listing Obligations and Disclosure Requirement), 2015, as
amended from time to time, for furnishing / publishing its half yearly/ annual
result. Further, the Issuer shall within 180 days from the end of the Financial
Year, submit a copy of the latest annual report to the Debenture Trustee and the
Debenture Trustee shall be obliged to share the details submitted under this
clause with all „Qualified Institutional Buyers‟ (QIBs) and other existing
debenture-holders within two working days of their specific request.
V. NAME AND ADDRESS OF THE FOLLOWING:
(i) Registered office of the Issuer
Sterlite Technologies Limited
E1, MIDC Industrial Area, Waluj Aurangabad-431136, Maharashtra, India
Phone No.: 91-20-30514000
Fax No.: 91-20-30514113
(ii) Corporate office of the Issuer
4th Floor, Godrej Millennium, 9 Koregaon Road, Pune 411001, India
Phone No.: 91-20-30514000
Fax No.: 91-20-30514113
Private & Confidential – For Private Circulation Only
(This Information Memorandum is neither a Prospectus nor a statement in Lieu of Prospectus)
Dated: March 22, 2017
15
(iii) Compliance officer of the Issuer
Mr. Amit Deshpande
Phone No.: +91-20-30514000
Fax No.: +91-20-30514113
(iv) CFO of the Issuer
Mr. Anupam Jindal
Phone No.: +91-20-30514000
Fax No.: +91-20-30514113
(v) Trustee of the issue
Axis Trustee Services Limited
Address: Ground Floor, Axis House, Wadia International Centre,
Bombay Dyeing Mills Compound, Pandurang Budhkar Marg,
Worli, Mumbai – 400025.
Contact No.: +91-22-62260084
(vi) Registrar of the issue
Karvy Computershare Private Limited
Karvy Selenium Tower-B, Plot No. 31 & 32, Financial District, Gachibowli, Nanakramguda, Serilingampally, Hyderabad 500 008 India. Phone No.: +91 040 67161524 E-mail: [email protected]
(vii) Credit Rating Agency of the issue: ICRA
Address: 5A, 5th Floor, Symphony, Range Hills Road,
Shivajinagar, Pune - 411020
Phone No. : +91 - 020 - 25561194
Fax No.: +91 - 020 – 25561231
(viii) Auditors of the Issuer
S R B C & CO LLP
Address: C 401, Fourth Floor, Panchshil Tech Park, Pune
Phone No.: 020 66036000
Private & Confidential – For Private Circulation Only
(This Information Memorandum is neither a Prospectus nor a statement in Lieu of Prospectus)
Dated: March 22, 2017
16
VI. A brief summary of the business/ activities of the Issuer and its line of business
containing atleast following information:-
Overview:
Business Profile:
Sterlite Technologies Limited, post demerger of the power products and transmissions
grid business operates primarily in the Telecom Business (OF and OFC segments). OFCs
are used in long distance networks and forms the backbone of the telecom industry and
have the capacity to handle large amounts of data. Sterlite Technolgies Limited supplies
OFCs to telecom service providers as well as OFs to other OFC manufacturers. It is the
largest player in the Indian market in both these segments.
% share of sales
(in terms of
volumes)
2016 2015 2014
OF 75.5 69.6 72.6
OFC 24.5 30.4 27.4
Business carried on by the subsidiaries of the Company with details of branches or
units, if any.
Subsidiaries of Sterlite Technologies Limited, are also engaged in the Telecom Business
(OF and OFC segments).
Private & Confidential – For Private Circulation Only
(This Information Memorandum is neither a Prospectus nor a statement in Lieu of Prospectus)
Dated: March 22, 2017
17
Industry Outlook:
There is a strong demand for data connectivity given the government‟s thrust to provide
data connectivity throughout the country. As optical fibre cables are used for data
connectivity, demand for Sterlite Technolgies Limited‟s products is closely linked to
internet penetration in India, which is expected to remain strong over the medium term.
Internet penetration (wireless and wireline) in India is projected to report a 21%
compound annual growth rate (CAGR) between fiscals 2016 and 2021. The robust pace
of growth will see around one billion Indians online by fiscal 2021 from the current tally
of approximately 375 million. The thrust will come from wireless broadband (3G as well
as 4G), which is forecast to accelerate at 22% CAGR over the period. Rising adoption for
high-speed wireless broadband will be due to:
Low speed as well as coverage of fixed broadband services
High initial cost of setting up a wireline broadband service
Migration of users from 2G to 3G and 4G
Healthy growth in internet subscriber base (in million)
Source: CRISIL Research; E: Estimated; P: Projected
(i) Corporate Structure
The Issuer is a public company registered under the Companies Act, 1956 with its
registered office at E1, MIDC Industrial Area, Waluj Aurangabad-431136,
Maharashtra, India.
(ii) Brief Profile of the directors of the Issuer
Private & Confidential – For Private Circulation Only
(This Information Memorandum is neither a Prospectus nor a statement in Lieu of Prospectus)
Dated: March 22, 2017
18
DIN Name Designation
00010883 Mr. Anil Kumar Agarwal Non-Executive Chairman
00020916 Mr. ArunTodarwal Non-Executive & Independent
Director
00818169 Mr.A.R.Narayanaswamy Non-Executive & Independent
Director
06966972 Mrs. Avaantika Kakkar Non-Executive & Independent
Director
00022096 Mr. Pravin Agarwal Vice Chairman & Whole-time
Director
03040062 Mr. Pratik Agarwal Non-Executive Director
01606522 Mr. C V Krishnan Non-Executive & Independent
Director
00057364 Dr. Anand Agarwal CEO & Whole-time Director
Name Brief Profile
Mr. Anil Kumar
Agarwal
Mr. Anil Kumar Agarwal founded the Group in 1979 and is the
Executive Chairman of Vedanta Resources Plc, a London Listed
Company and also the Chairman Emeritus of Vedanta Limited. Mr.
Agarwal has over 40 years of entrepreneurial and business
experience.
Mr. Arun Todarwal Mr. Arun Todarwal, partner of M/s Todarwal & Todarwal, a
Mumbai-based firm of Chartered Accountants, is a member of The
Institute of Chartered Accountants of India. He has a rich and varied
experience spanning over three decades in management consultancy,
finance and audit.
Mr.A.R.Narayanaswamy Mr. A. R. Narayanaswamy is a Chartered Accountant and
Management Consultant with over 35 years of industry experience.
He is a Fellow Member of The Institute of Chartered Accountants of
India and provides consulting services in accounting, financial
management and information technology across several industry
verticals.
Mrs. Avaantika Kakkar Ms. Avaantika Kakkar is a corporate and commercial lawyer and is
currently Partner and Co-head of the Competition/Anti-trust law
practice of Khaitan & Co. She has significant experience with
structured finance, foreign direct investment in real estate, private
equity and on-market & off market acquisition transactions and joint
ventures.
Mr. Pravin Agarwal Mr. Pravin Agarwal is Vice Chairman and Whole Time Director of
the Company and is also the Non-Executive Chairman of Sterlite
Private & Confidential – For Private Circulation Only
(This Information Memorandum is neither a Prospectus nor a statement in Lieu of Prospectus)
Dated: March 22, 2017
19
Name Brief Profile
Power Transmission Limited (Demerged Undertaking for Power
Business). He has been closely involved with the Sterlite Group‟s
operations in India since its inception and has been instrumental for
the growth of telecom and power businesses. His rich experience in
general management and commercial matters spans about three
decades.
Mr. Pratik Agarwal Mr. Pratik Agarwal is Non-Executive Director of the Company and is
also the Managing Director and CEO of Sterlite Power Transmission
Limited (Demerged Undertaking for Power Business) He joined
Vedanta Group in 2004. Under his leadership, the Group entered the
power transmission business and has bagged more than 10 critical
projects including first 765 kV project by a private player. Mr.
Agarwal completed bachelors in economics from Wharton,
Pennsylvania and MBA from London Business School.
Mr. C V Krishnan C.V.Krishnan is the President of Institute of Financial Management
and Research (IFMR), Chennai. Having led organizations like M/s
E.I.D Parry, M/s Essar Power, M/s Sterlite Industries and its
subsidiaries as President/MD/CEO, he holds expertise in
organizational turnaround, transformation management, corporate
growth and financial management. C.V.K. completed B.Tech from
IIT Madras, MBA from IIM Ahmedabad and Global Leadership
Program from Michigan (USA).
Dr. Anand Agarwal Dr Anand Agarwal joined Sterlite Tech in 1995 and has held various
positions, including manufacturing, quality assurance and business
development. Prior to this, he worked with Siemens. Dr. Agarwal
holds B. Tech (Metallurgical Engineering) from IIT Kanpur. He has
also completed his MS & PhD (Materials Engineering) from Berkeley
(USA). He looks after overall operations of the Company.
Brief Particulars of the Senior management of the Company:
Name Brief Profile
Anupam Jindal
Chief Finance Officer
Mr. Anupam Jindal joined Sterlite Tech in 1998. He has worked with
Aluminium foils and copper cables businesses before heading finance
for Sterlite‟s Mining operations in Australia. His key focus areas have
been Finance, Treasury, Accounts and MIS. Mr. Anupam is a
Chartered Accountant from the Institute of Chartered Accountants of
India.
K. S. Rao
Chief Operating Officer,
Telecom Products &
Solutions
Mr. K. S. Rao joined Sterlite Tech in 1993. His key focus areas have
been engineering, manufacturing, product development, project
management and business development. He holds a Bachelor‟s
degree in Mechanical Engineering.
Private & Confidential – For Private Circulation Only
(This Information Memorandum is neither a Prospectus nor a statement in Lieu of Prospectus)
Dated: March 22, 2017
20
Name Brief Profile
Nikhil Jain
Business Head –
Elitecore Software
Mr. Nikhil is one of the founding members of Elitecore and comes
with over 18 years of experience. He holds a Masters in Computer
Applications from L.D College of Engineering, Ahmedabad. He plays
an influential role in managing and guiding Sterlite‟s Telecom
Software Division - Elitecore‟s global business units with channel
and performance measures in the face of intense competition.
Gaurav Basra
Chief Strategy Officer
Mr. Gaurav Basra joined Sterlite Tech in July 2015. He comes with
over 20 years of experience in Corporate Strategy Development &
Transformation, Innovation Management & Investment Portfolio
Management. He was associated with companies like Booz &
Company, Lucent Technologies, Nokia & Mobily. He has completed
his MBA from Imperial College, London & Bachelor of Engineering
from Pune University.
Amitabh Hajela
Chief People Officer
Mr. Amitabh Hajela joined Sterlite Tech in July 2016. Mr. Amitabh
has an experience of over 23 years in Global HR Leadership,
Learning & Development and Strategic HR. He holds an MBA from
XLRI Jamshedpur and Bachelors degree from Lucknow University.
Dr. Badri Gomatam
Chief Technology
Officer
Dr. Badri joined Sterlite Tech in 2011. He leads the Centre of
Excellence. He has over 21 years of product development, marketing
and business development experience in high-speed integrated
circuits and optical communications. Dr. Badri has completed his MS
and Ph.D from the University of Massachusetts, Amherst.
Swati Rangachari
Chief of Corporate
Affairs and Chief
Marketing Officer
Ms. Swati Rangachari joined Sterlite Tech in March 2016. She comes
with over 20 years of experience in government and industry
relations, communications and brand visibility in Telecom, Financial
Services, Aerospace and IT sectors. She holds an MBA in
International Management from Fore School of Management and has
completed an executive programme from Boston University.
Prasanth Puliakottu
Chief Information
Officer
Mr. Prasanth Puliakottu joined Sterlite Tech in 2009. He is
responsible for standardisation, automation and integration of
business processes. In a career spanning 21 years, Prasanth has led
design, development and implementation of various IT projects. He
has completed engineering from Madurai Kamaraj University (REC,
Trichy) and M.S. from BITS, Pilani.
Pankaj Priyadarshi
Chief Fulfillment Officer
Mr. Pankaj Priyadarshi joined Sterlite Tech in January 2012. With
over 29 years of experience, he heads the Supply Chain Management
function with key focus on strategic sourcing. Mr. Pankaj has
completed Mechanical Engineering from BITS Pilani, a certification
in leadership from INSEAD, Singapore and a course on Strategic
Sourcing Management from IIM-Ahmedabad.
Private & Confidential – For Private Circulation Only
(This Information Memorandum is neither a Prospectus nor a statement in Lieu of Prospectus)
Dated: March 22, 2017
21
Name Brief Profile
Ankit Agarwal
Global Head - Telecom
Products
Mr. Ankit Agarwal joined Sterlite Tech in 2007. He heads the
Telecom Products Division. In addition, he is responsible for
identifying and executing strategic opportunities globally for Sterlite
Tech, including Mergers and Acquisitions, Joint Ventures and
Greenfield projects. Ankit holds a Bachelor‟s degree from University
of Southern California and MBA from London Business School.
(iii) The changes to the authorised share capital of the Issuer since its incorporation
are set out below:
Year Change in Authorized Capital
Since Incorporation Rs. 1,00,00,000
10,00,000 Equiy Shares of Rs. 10/-each
2000 Rs. 15,00,00,000
1,00,00,000 Equity Shares of Rs.10 each 1,000.00 1,000.00
50,00,000 Preference Shares of Rs.10 each
2001 Rs. 45,00,00,000
9,00,00,000 Equity Shares of Rs.5 each.
2010 Rs. 150,00,00,000
75,00,00,000 Equity Shares of Rs.2 each.
(iv) Details of Promoter Holding in the Issuer as on date:
Sr.
No.
Name of the
shareholders
Total No. of
Equity
Shares
No. of shares
in demat
form
Total
shareholding
as % of total
no of equity
shares
No. of Shares
Pledged
% of Shares
pledged with
respect to
shares owned
1 Twin Star
Overseas
Limited
20,94,02,750 20,94,02,750 52.58 0 0
Private & Confidential – For Private Circulation Only
(This Information Memorandum is neither a Prospectus nor a statement in Lieu of Prospectus)
Dated: March 22, 2017
22
(v) Key Operational and Financial Parameters for the last 3 Audited years:
Parameters
FY 15-16 FY 14-15 FY 13-14
Dec'16
(Rs in Cr) (Rs in Cr) (Rs in Cr)
For Non-
Financial
Entities
*Networth
(Including
deferred upfront
fees
amortizaton)
786 671 1236 1210
Total Debt 1104 908 1693 1313
of which - Non
Current
Maturities of
Long Term
Borrowing
277 327 989 683
- Short Term
Borrowing 769 341 564 560
- Current
Maturities of
Long Term
Borrowing
58 240 140 70
Net Fixed Assets
(Excluding
Intangible
Assets)
851 736 908 998
Capital Work in
Progress 65 126 33 16
Non Current
Assets 265 282 1446 1125
Cash and Cash
Equivalents 4 39 260 44
Current
Investments 15 0 55 205
Current Assets 1421 1162 1519 1150
Non – Current
Liabilities 178 186 81 92
Current
Liabilities 768 582 1211 923
Net sales 1613 2036 3030 2859
EBITDA 298 446 386 271
Private & Confidential – For Private Circulation Only
(This Information Memorandum is neither a Prospectus nor a statement in Lieu of Prospectus)
Dated: March 22, 2017
23
Earning Before
Interest,
Depreciation &
Deferred
expenditure
311 339 371 248
Interest &
Finance Charges 87 92 179 95
Depreciation &
Amortisation 100 107 108 103
PAT 124 181 84 50
Current ratio 1.85 2.00 1.25 1.25
Interest coverage
ratio 3.56 3.68 2.07 2.61
*Gross
debt/equity ratio 1.41 1.35 1.37 1.09
Debt Service
Coverage Ratios
(EBID/(Interest+
Principal)
2.85 1.02 1.16 1.50
Gross Debt: Equity Ratio of the Company
Before the issue of debt securities 1.41
After the issue of debt securities 1.41
VII. BRIEF HISTORY OF THE COMPANY SINCE ITS INCORPORATION GIVING
DETAILS OF THE FOLLOWING ACTIVITIES
i. Details of Share Capital as on last quarter end:- As on December 31, 2016
Share Capital Rs. Number of
Securities
Description Aggregate
Nominal
Value
Authorized
Share Capital
150,00,00,000 75,00,00,000 Equity 150,00,00,000
Issued,
Subscribed and
Paid-up Share
Capital
79,65,51,086 39,82,75,543 Equity 79,65,51,086
ii. Changes in its capital structure as on last quarter end, for the last five years:-
There has been no change in capital structure for last five years.
Private & Confidential – For Private Circulation Only
(This Information Memorandum is neither a Prospectus nor a statement in Lieu of Prospectus)
Dated: March 22, 2017
24
iii. Equity Share Capital History of the Company as on last quarter end, for the last five years:-
Date Of
Allotment
/Subscription
No of
Equity
Shares
Face
Value
E
(Rs)
Issue
Price
(Rs)
Consideration
(Cash, other than
cash, etc)
In Cash (Rs.)
Nature of
Allotment
Cumulative Remarks
No of equity
shares
Equity Share
Capital (Rs)
Equity
Share
Premium (in
Rs)
6/1/2012 74,996 2.00 2.00 1,49,992 ESOP 39,32,64,823 78,65,29,646 N.A.
17/4/2012
22,822 2.00 2.00 45,644 ESOP 39,32,87,645 78,65,75,290 N.A.
26/7/2012 99,160 2.00 2.00 1,98,320 ESOP 39,33,86,805 78,67,73,610 N.A.
25/10/2012 42,010 2.00 2.00 84,020 ESOP 39,34,28,815 78,68,57,630 N.A.
14/01/2013 10,320 2.00 2.00 20,640 ESOP 39,34,39,135 78,68,78,270 N.A.
17/04/2013 80,964 2.00 2.00 1,61,928 ESOP 39,35,20,099 78,70,40,198 N.A.
24/07/2013 1,37,750 2.00 2.00 2,75,500 ESOP 39,36,57,849 78,73,15,698 N.A.
08/01/2014 1,66,432 2.00 2.00 3,32,864 ESOP 39,38,24,281 78,76,48,562 N.A.
30/07/2014 1,48,196 2.00 2.00 2,96,392 ESOP 39,39,72,478 78,79,44,956 N.A.
27/02/2015 86,524 2.00 2.00 1,73,048 ESOP 39,40,59,001 78,81,18,002 N.A.
16/07/2015 2,91,388 2.00 2.00 5,82,776 ESOP 39,43,50,389 78,87,00,778 N.A.
Private & Confidential – For Private Circulation Only
(This Information Memorandum is neither a Prospectus nor a statement in Lieu of Prospectus)
Dated: March 22, 2017
25
28/08/2015 2,57,010 2.00 2.00 5,14,020 ESOP 39,46,07,399 78,92,14,798 N.A.
25/11/2015 2,92,090 2.00 2.00 5,84,180 ESOP 39,48,99,489 78,97,98,978 N.A.
26/02/2016 1,96,022 2.00 2.00 3,92,044 ESOP 39,50,95,511 79,01,91,022 N.A.
31/03/2016 92,885 2.00 2.00 1,85,770 ESOP 39,51,88,396 79,03,76,792 N.A.
14/06/2016 2,22,062 2.00 2.00 4,44,124 ESOP 39,54,10,458 79,08,20,916 N.A.
23/08/2016 17,78,777 2.00 2.00 35,57,554 ESOP 39,71,89,235 79,43,78,470 N.A.
12/10/2016 6,91,813 2.00 2.00 13,83,626 ESOP 39,78,81,048 79.57.62,096
N.A.
13/12/2016 3,20,908 2.00 2.00 6,41,816 ESOP 39,82,01,956 79,64,03,912
N.A.
08/02/2017 73,587 2.00 2.00 1,47,174
ESOP 39,82,75,543 79,65,51,086
N.A.
Private & Confidential – For Private Circulation Only
(This Information Memorandum is neither a Prospectus nor a statement in Lieu of Prospectus)
Dated: March 22, 2017
26
iv. Preference Share Capital History of the Company as on last quarter end, for the last five years:- None
Date of
Allotment
/Subscription
No of
Compulsorily
Convertible
Preference
Shares
Face
Value
(Rs)
Issue
Price
(Rs)
Consideration
(Cash, other
than cash, etc)
Nature of
Allotment
Cumulative Remarks
No of
Compulsorily
Convertible
Preference
Shares
Compulsorily
Convertible
Preference
Shares (Rs)
Compulsorily
Convertible
Preference
Shares
Premium
(in Rs)
N.A. N.A. N.A. N.A. N.A. N.A. N.A. N.A. N.A. N.A.
Notes: (If any) : None
v. Paid Up Capital of the Issuer:
(a) After the Issue: Rs. 79,65,51,086 (39,82,75,543 equity shares of Rs. 10/- each)
(b) After conversion of convertible instruments (if applicable): Not Applicable
(c) Share premium account (before and after the Issue): Not Applicable
vi. Details of any Acquisition or Amalgamation in the last 1 year:
The Company acquired 100% stake in Elitecore Technologies Private Limited (“Elitecore”) on September 29, 2015 followed by merger of
Elitecore with the Company, effective from May 20, 2016. The merger was approved by the Hon‟ble High Court of Judicature at Gujarat and
the Hon‟ble High Court of Judicature at Bombay on March 21, 2016 and April 7, 2016, respectively. The appointed date for the said merger
was September 29, 2015.
Private & Confidential – For Private Circulation Only
(This Information Memorandum is neither a Prospectus nor a statement in Lieu of Prospectus)
Dated: March 22, 2017
27
vii. Details of any Reorganization or Reconstruction in the last 1 year:-
The Hon‟ble High Court of Judicature at Bombay had on April 22, 2016 approved the Scheme of Arrangement for demerger of the Power
Products and Transmission Grid Business of the Company into Sterlite Power Transmission Limited (“SPTL”), effective from May 23, 2016.
This Scheme was approved by the Shareholders, Secured Creditors and Unsecured Creditors of the Company at the Court Convened
Meetings held on December 15, 2015. The appointed date for the Demerger was April 01, 2015.
Post implementation of the Scheme, the Company continues to be a publicly listed company and focuses on the growth opportunities in the
telecom sector.
VIII. DETAILS OF THE EQUITY SHAREHOLDING OF THE COMPANY AS ON THE LATEST QUARTER END:-
(As on December 31, 2016)
i. Shareholding pattern of the Company as on last quarter end:-
Sr. No Particulars Total No of Equity Shares No of shares in demat
form
Total
Shareholding
as % of total no
of equity shares
1. Promoter & Promoter Group 21,70,34,001 21,70,34,001 54.52
2. Public 18,10,82,405 17,48,59,772 45.48
3. Non Promoter – Non Public 4. Shares underlying DRs 85,550 85,550 0
5. Shares held by Employes Trust 0 0 0
Total 39,82,01,956 39,82,01,956 100
*The detailed shareholding pattern of the Company is attached herewith as Annexure IV.
Notes:- Shares pledged or encumbered by the promoters (if any) : None.
Private & Confidential – For Private Circulation Only
(This Information Memorandum is neither a Prospectus nor a statement in Lieu of Prospectus)
Dated: March 22, 2017
28
ii. List of top 10 holders of equity shares of the Company as on the latest quarter end:- December 31, 2016
Sr No Name of the shareholders Total No of Equity
Shares
No of shares in demat
form
Total Shareholding as %
of total no of equity shares
1 Twin Star Overseas Ltd 209,402,750 209,402,750 52.59
2 Life Insurance Corporation Of India 18,968,555 18,968,555 4.76
3 Macquarie Emerging Markets Asian Trading Pte. Ltd. 6,601,393 6,601,393 1.66
4 DSP Blackrock Small And Mid Cap Fund 5,632,854 5,632,854 1.41
5 Reliance capital trustee co. Ltd. A/c Reliance Diversified Power
Sector Fund 5,057,746 5,057,746 1.27
6 Vedanta Limited 4,764,295 4,764,295 1.20
7 Reliance capital trustee co. Ltd-a/c Reliancesmallcap Fund 3,221,290 3,221,290 0.81
8 DSP Blackrock Micro Cap Fund 3,206,414 3,206,414 0.81
9 DSP Blackrock Equity Fund 3,140,130 3,140,130 0.79
10 Dimensional Emerging Markets Value Fund 2,710,854 2,710,854 0.69
IX. DETAILS OF THE PREFERENCE SHAREHOLDING OF THE COMPANY AS ON THE LATEST QUARTER END:- (As on
December 31, 2016)
i. Preference Share Shareholding pattern of the Company as on last quarter end:-
Sr. No Particulars Total No of Compulsorily
Convertible Preference Shares
No of shares in
Demat form
Total Shareholding as %
of total no of equity shares
1. N.A. N.A. N.A. N.A.
Private & Confidential – For Private Circulation Only
(This Information Memorandum is neither a Prospectus nor a statement in Lieu of Prospectus)
Dated: March 22, 2017
29
X. FOLLOWING DETAILS REGARDING THE DIRECTORS OF THE COMPANY:
i. Details of the current directors of the Company (As on December 31, 2016)
Name, Designation and DIN Age Address Director of the
Company since
Details of other Directorship
Mr. Anil Agarwal
Non-Executive Chairman
DIN :00010883
64 113/114, Samudra Mahal,
Worli, Mumbai, 400018,
Maharashtra , India
30/10/2006 1. Anil Agarwal Foundation
Mr. Arun Todarwal
Non-Executive & Independent
Director
DIN:00020916
59 81, Shivner, 84, Nepean Sea
Road, Mumbai-400006,
Maharashtra , India
25/01/2003 1. Sterlite Grid 2 Limited
2. Lakecity Ventures Private Limited
3. Sterlite Power Transmission Limited
4. Malco Energy Limited
5. Sterlite Grid 1 Limited
6. SREI Mutual Fund Trust Private Limited
7. Welspun India Limited
8. Hindustan Zinc Limited
9. Anuh Pharma Limited
10. Welspun Global Brands Limited
Mr. A.R. Narayanaswamy
Non-Executive & Independent
Director
DIN:00818169
65 A-12, Archana CHS, Juhu
Versova, Link Road,
Andheri (West), Mumbai –
400053, Maharashtra , India
30/04/2007 1. Malco Energy Limited
2. Sterlite Power Grid Ventures Limited
3. Vizag General Cargo Berth Private Limited
4. Sterlite Grid 1 Limited
5. IBIS Systems And Solutions Private Limited
6. Bharat Aluminium Co Ltd
7. SESA Mining Corporation Limited
Private & Confidential – For Private Circulation Only
(This Information Memorandum is neither a Prospectus nor a statement in Lieu of Prospectus)
Dated: March 22, 2017
30
Name, Designation and DIN Age Address Director of the
Company since
Details of other Directorship
8. SESA Resources Limited
9. Hindustan Zinc Limited
10. IBIS-SOFTEC-Solutions Private Limited
Mr. C V Krishnan
Non-Executive & Independent
Director
DIN:01606522
66 Old 26, New 59, St. Mary‟s
Road, R.A. Puram, Chennai-
600028, Tamil Nadu, India
26/04/2013 1. Mahindra Industrial Park Chennai Limited
Mr. Pravin Agarwal
Vice Chairman & Whole-Time
Director
DIN:00022096
62 117, Koregaon Park, Pune-
411001, Maharashtra, India
29/01/2004 1. Sterlite Power Grid Ventures Limited
2. Sterlite Power Technologies Private Limited
3. Twin Star Technologies Limited
4. Sterlite Power Transmission Limited
5. Twin Star Display Technologies Limited
Dr. Anand Agarwal
CEO & Whole-Time Director
DIN:00057364
49 FL.NO. 401, Amar Eternity,
Baner Road, Sr.No. 13,
Someshwarwadi, Pune
411008, Maharashtra, India
30/07/2003 1. Sterlite Power Grid Ventures Limited
2. Twin Star Technologies Limited
3. Sterlite Power Transmission Limited
4. Twin Star Display Technologies Limited
Mr. Pratik Agarwal
Non-Executive Director
34 403-A, 3rd Floor, Samudra
Mahal, A-Wing, Opposite
Lotus, Dr A.B. Road, Worli
26/04/2013 1. Sterlite Ports Limited
2. Pragun Jindal Philanthropic Organisation
3. Sterlite Infraventures Limited
Private & Confidential – For Private Circulation Only
(This Information Memorandum is neither a Prospectus nor a statement in Lieu of Prospectus)
Dated: March 22, 2017
31
Name, Designation and DIN Age Address Director of the
Company since
Details of other Directorship
DIN: 03040062
Mumbai 400018
Maharashtra, India
4. Jindal Aluminium Limited
5. Vizag General Cargo Berth Private Limited
6. Speedon Network Limited
7. Maritime Ventures Private Limited
8. Sterlite Power Grid Ventures Limited
9. Sterlite Power Transmission Limited
10. Goa Sea Port Private Limited
Ms. Avaantika Kakkar
Non-Executive & Independent
Director
DIN 06966972
36 A 1201, Sea Flama, Dosti
Flamingos, T J Road, Parel,
Sewri, Mumbai, 400015,
Maharashtra, India
29/12/2014 1. Mahindra Sona Limited
2. East-North Interconnection Company Limited
3. Jabalpur Transmission Company Limited
4. Bhopal Dhule Transmission Company Limited
5. Purulia & Kharagpur Transmission Company Limited
6. NRSS XXIX Transmission Limited
7. Sterlite Power Grid Ventures Limited
8. Rapp Transmission Company Limited
9. Sterlite Power Transmission Limited
*Company to disclose name of the current directors who are appearing in the RBI defaulter list and/or ECGC default list, if any: None
ii. Details of change in directors since last three years:-
Name,
Designation and DIN
Date of Appointment /
Resignation
Director of the Company since
( in case of resignation)
Remarks
Name: Haigreve Khaitan
Non-Executive & Independent
30/09/2014 (Resignation) 30/07/2003 N.A.
Private & Confidential – For Private Circulation Only
(This Information Memorandum is neither a Prospectus nor a statement in Lieu of Prospectus)
Dated: March 22, 2017
32
Name,
Designation and DIN
Date of Appointment /
Resignation
Director of the Company since
( in case of resignation)
Remarks
Director
DIN:00005290
Name: Avaantika Kakkar
Non-Executive & Independent
Director
DIN: 06966972
29/12/2014 (Appointment) N.A. N.A.
XI. FOLLOWING DETAILS REGARDING THE AUDITORS OF THE COMPANY:-
i. Details of the auditor of the Company:-
Name Address Auditor
since
S R B C & CO LLP C,401,FourthFloor,
Panchshil TechPark, Yerwada, Pune, Maharashtra - 411006
2007
ii. Details of change in auditor since last three years:-
The Issuer has not changed its Auditor during the last three years.
Private & Confidential – For Private Circulation Only
(This Information Memorandum is neither a Prospectus nor a statement in Lieu of Prospectus)
Dated: March 22, 2017
33
XII. DETAILS OF BORROWINGS OF THE COMPANY, AS ON THE LATEST QUARTER END:-
i. Details of Secured Loan Facilities:-
S.R.
No. Lender's Name Type Of Facility
Amount
Sanctioned (Rs.
Crore)
Principal Outstanding
(Rs. Crore) Repayment date Security
1 ICICI Working Capital 542 N.A.
First Pari Passu
Charge on entire
current assets &
Second Pari passu
Charge on entire
movable fixed
assets
2 HDFC BANK Working Capital 100 N.A.
3 BOM Working Capital 70 N.A.
4 Corp Bank Working Capital 120 N.A.
5 CITI BANK Working Capital 75 N.A.
6 YES BANK Working Capital 70 N.A.
7 EXIM BANK Working Capital 120 N.A.
8 AXIS BANK Working Capital 240 N.A.
9 UBI Working Capital 110 N.A.
10 SBI Working Capital 350 N.A.
11 BOB Working Capital 248 N.A.
12 IDBI Working Capital 120 N.A.
13 Indusind Working Capital 60 N.A.
14 Society General Working Capital 39 N.A.
15
Oriental Bank Of
Commerce Working Capital 250 N.A.
Private & Confidential – For Private Circulation Only
(This Information Memorandum is neither a Prospectus nor a statement in Lieu of Prospectus)
Dated: March 22, 2017
34
16 Federal Working Capital 60 N.A.
17
Kotak Mahindra
Bank Working Capital 150 N.A.
18
Exim Bank Term
Loan 1
Term Loan 12.5 6.7
Repayable in
equal quaterly
installments.
Loan ending
in May 2017
First pari passu
charge on
entire movable
fixed assets
&Specified
immovable
assets situated at
Silvassa
19
Exim Bank Term
Loan 2
Term Loan 120 120
Repayable in
equal quaterly
installments.
Loan ending
in June 2020
20
State Bank Of
India
Term Loan 62.5 49.24
Repayable in
equal quaterly
installments.
Loan ending
in Sep 2018
21
Exim FCTL
Term Loan 250 165.96
Repayable in
equal quaterly
installments.
Loan ending
in Jan 2023
Private & Confidential – For Private Circulation Only
(This Information Memorandum is neither a Prospectus nor a statement in Lieu of Prospectus)
Dated: March 22, 2017
35
ii. Details of Unsecured Loan Facilities:-
S.R. No. Lender's Name Type Of Facility
Amount
Sanctioned (Rs.
Crore)
Principal Outstanding
(Rs. Crore) Repayment date
1 HDFC BANK Working Capital 200 N.A.
2 Kotak Mahindra Bank Working Capital 25 N.A.
3 Destche Bank Working Capital 125 N.A.
iii. Details of NCDs-
As of the date of this Information Memorandum, the Issuer has no outstanding NCDs.
iv. List of Top 10 Non Convertible Debenture Holders (as on Devember 31, 2016)- NIL
Sr. No. Name of Debenture Holders Amount
1. N.A. N.A.
Details of Compulsorily Convertible Debentures (CCDs)- None
Note: Top 10 holders' (in value terms, on cumulative basis for all outstanding debentures issues) details should be provided.
Private & Confidential – For Private Circulation Only
(This Information Memorandum is neither a Prospectus nor a statement in Lieu of Prospectus)
Dated: March 22, 2017
36
v. The amount of corporate guarantee issued by the Issuer along with name of the counterparty (like name of the subsidiary, JV entity, group
company, etc) on behalf of whom it has been issued. –
S. No. Name of the Counterparty (like name of the subsidiary,
JV entity, group company, etc)
Relationship of counterparty
with Issuer
Amount of Corporate Guarantee (in
Rs. Cr.)
1. Jiangsu Sterlite and Tongguang Fibre Co. Limited Subsidiary 26.14
2. Income Tax Department on behalf of group companies Group Companies 114
vi. Details of Commercial Paper:- The total Face Value of Commercial Papers Outstanding as on the latest quarter end to be provided and its
breakup in following table:- As on December 31, 2016
S. No. Maturity Date Amt Outstanding
(in Rs. Cr.)
1. 22-Mar-17 50
2. 27-Mar-17 50
3. 27-Mar-17 100
4. 29-Mar-17 50
5. 26-May-17 50
6. 09-Jun-17 25
7. 12-Jun-17 50
Total 375
Private & Confidential – For Private Circulation Only
(This Information Memorandum is neither a Prospectus nor a statement in Lieu of Prospectus)
Dated: March 22, 2017
37
vii. Details of Rest of the borrowing (if any including hybrid debt like FCCB, Optionally Convertible Debentures / Preference Shares) as on
December 31, 2016:- NIL
Party Name
(in case of
Facility)
/Instrument
Name
Type of
Facility /
Instrument
Amt
Sanctioned
/ Issued
Principal
Amt
outstanding
Repaym
ent Date
/
Schedule
Credit
Rating
Secured /
Unsecured
Security
N.A. N.A. N.A. N.A. N.A. N.A. N.A. N.A.
viii. Details of all default/s and/or delay in payments of interest and principal of any kind of statutory dues, loans from any bank or financial
institution, debt securities, debentures, deposits and other financial indebtedness including corporate guarantee issued by the Company, in the
past 5 years :
There has been no default and/or delay in payments of interest & principal of any kind of term loans, debt securities and other financial
indebtness including corporate guarantee issued by the Issuer in past 5 years
ix. Details of any outstanding borrowings taken/ debt securities issued where taken / issued (i) for consideration other than cash, whether in whole or
part, (ii) at a premium or discount, or (iii) in pursuance of an option :
As of the date of this Information Memorandum, the Issuer has no outstanding borrowings taken/any debt securities issued where taken/issued,
(i) for consideration other than cash, whether in whole or in part, (ii) at a premium or discount, or (iii) in pursuance of an option.
x. DETAILS OF PROMOTERS OF THE COMPANY:-
Please see the section headed “Details of Promoter Holding in the Issuer as on date”.
Private & Confidential – For Private Circulation Only
(This Information Memorandum is neither a Prospectus nor a statement in Lieu of Prospectus)
Dated: March 22, 2017
38
XIII. Abridged version of Audited Consolidated (wherever available) and Standalone Financial Information ( like Profit & Loss statement, Balance
Sheet and Cash Flow statement) for at least last three years and auditor qualifications , if any*.
As per Annexure VI
XIV. 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*.
As per Annexure VI
*The Issuer undertakes that it shall provide latest Audited or Limited Review Financials in line with timelines as mentioned in Simplified Listing
Agreement issued by SEBI vide SEBI (Listing Obligations and Disclosure Requirement), 2015, as amended from time to time , for furnishing /
publishing its half yearly/ annual result. Further, the Issuer shall within 180 days from the end of the Financial Year, submit a copy of the latest
annual report to the debenture trustee and the debenture trustee shall be obliged to share the details submitted under this clause with all
'Qualified Institutional Buyers' (QIBs) and other existing debenture-holders within two working days of their specific request.
XV. Any material event/ development or change having implications on the financials/credit quality (e.g. any material regulatory proceedings against
the Issuer/promoters, tax litigations resulting in material liabilities, corporate restructuring event etc) at the time of issue which may affect the
issue or the investor's decision to invest / continue to invest in the debt securities.
As per Annexure VI
RISK FACTORS
The Issuer believes that the following factors may affect its ability to fulfill its obligations under the Debentures. All of these factors are contingencies
which may or may not occur and the Issuer is not in a position to express a view on the likelihood of any such contingency occurring. These risks may
include, among others, business aspects, equity market, bond market, interest rate, market volatility and economic, political and regulatory risks and
any combination of these and other risks. Prospective Investors should carefully consider all the information in this Information Memorandum,
including the risks and uncertainties described below, before making an investment in the Debentures. To obtain a complete understanding,
prospective Investors should read this section in conjunction with the remaining sections of this Information Memorandum, as well as the other
Private & Confidential – For Private Circulation Only
(This Information Memorandum is neither a Prospectus nor a statement in Lieu of Prospectus)
Dated: March 22, 2017
39
financial and statistical information contained in this Information Memorandum. If any of the following risks, or other risks that are not currently
known or are now deemed immaterial, actually occur, the Issuer’s business, results of operations and financial condition could suffer, the price of
Debentures could decline, and the Investor may lose all or part of their investment. More than one risk factor may have simultaneous effect with
regard to the Debentures such that the effect of a particular risk factor may not be predictable. In addition, more than one risk factor may have a
compounding effect which may not be predictable. No assurance can be given as to the effect that any combination of risk factors may have on the
value of the Debentures. The inability of the Issuer to pay interest, principal or other amounts on or in connection with the Debentures may occur for
other reasons which may not be considered significant risks by the Issuer based on information currently available to them or which they may not
currently be able to anticipate. You must rely on your own examination of the Issuer and this Issue, including the risks and uncertainties involved.
The ordering of the risk factors is intended to facilitate ease of reading and reference and does not in any manner indicate the importance of one risk
factor over another.
RISKS RELATED TO THE ISSUER
Risks related to our businesses
1. Any downturn in global demand, in particular, from China, for optical fiber may lead to a decrease in global optical fiber prices, which may
materially and adversely affect our business, financial condition and results of operation.
According to CRU International Limited (“CRU”), China has been the largest consumer of optical fiber since 2009, accounting for in excess of 50%
of optical fiber demand globally. Historically, this has been attributed to the large amounts of capital expenditure invested by Chinese telecom
operators to upgrade their respective telecom networks and related infrastructure. In addition, there is a recent policy by the Chinese government
requiring certain newly built residences to be equipped with fiber-to-the-home (“FTTH”) connections.
However, there can be no assurance that the demand for optical fiber in China from these telecom operators would continue or that further upgrades
will be carried out after the initial upgrade-related projects are completed. In addition, any government policy with respect to the telecom industry
may also change, resulting in a reduction in the capital expenditure by the Chinese telecom operators and/or a prolonged delay in the completion of
their network upgrades, thereby reducing the demand for optical fiber and related products.
Private & Confidential – For Private Circulation Only
(This Information Memorandum is neither a Prospectus nor a statement in Lieu of Prospectus)
Dated: March 22, 2017
40
In the event that the demand for optical fiber cable in China declines, the prices of optical fiber cable and consequently, the optical fiber products,
including our sale prices of optical fiber and related products, are likely to decline in view of a continued supply of such products and we may have
certain periods of excess inventory. Accordingly, our results of operations and our financial condition could be materially and adversely affected.
2. The invention and successful marketing of new connectivity technology which is superior to the existing optical cable wireline based infrastructure
would eradicate the demand of optical fiber and related products.
Our customers of optical fiber and related products including optical fiber cables are either companies that are in the telecom industry or companies
which use our products to manufacture optical fiber cables and/or related products to the telecom industry.
In the event that a new connectivity technology which is either cheaper to produce or superior in its inherent connectivity properties, or both, is
invented and successfully mass marketed, the demand for optical fiber and related products including optical fiber cables would drop significantly.
We may have to spend considerable amount of time and money towards acquiring or developing such technology, and there is no assurance that we
will be successful and accordingly, our results of operations and our financial condition could be materially and adversely affected.
3. We are dependent on a small group of customers in our telecom business segments for a substantial part of our net revenues.
Although our contracts are typically awarded on a project to project basis, we anticipate that our long-standing relationships with our key customers
will result in our five largest customers continuing to account for a significant portion of our net revenues for the foreseeable future. Our ability to
retain and grow our business with these and other customers, and to add new customers, is important to our ongoing success.
The loss of one or more of these significant customers or a reduction in the amount of business we obtain from them could have an adverse effect on
our business, financial condition and results of operations. We cannot assure you that we will be able to maintain historic levels of business from our
significant customers or that we will be able to significantly reduce customer concentration in the future.
In addition, customers are reluctant to engage new vendors and it may be difficult for us to attract new major customers and/or break into new
markets. This sector is capital intensive with a longer gestation period where economic conditions and government policy are key factors affecting the
entry of new players in this sector. Any adverse development in the economic environment in any of the above jurisdictions may also impact the
sectors in which our customers‟ operate, which may in turn cause the demand for our products to decrease or cease.
Private & Confidential – For Private Circulation Only
(This Information Memorandum is neither a Prospectus nor a statement in Lieu of Prospectus)
Dated: March 22, 2017
41
4. Our products are capital goods within their respective industries and any delay or slowdown in capital expenditure plans by our customers due to
delays in the implementation of projects, weak economic conditions and/or a scaling back of expansion plans could adversely affect our business and
results of operations.
The products which we manufacture and sell are capital goods used for the telecom industry. Accordingly, the demand of our products is directly
dependent on the requirements of our customers, which are primarily telecom operators and utility companies. The requirements of the telecom
operators and utilities for our respective telecom products are in turn linked to their investment in the expansion or upgrade of their telecom networks
or they being awarded new projects and the timely implementation, upgrade and/or construction of such project, as applicable. Any delay in the
implementation, upgrade and/or construction of such project would in turn impact the demand for our telecom products and could adversely affect our
business and results of operations.
Accordingly, any significant adverse developments in India‟s economic liberalisation and deregulation policies could also affect the investment
climate and the appetite for network upgrading, tenders to be called and/or projects awarded. While the recent elections in India have resulted in a
stable Central Government, any political instability in India in the future may adversely affect the Indian economy in general and in turn delay or
cause various governmental projects to be cancelled or scaled back.
EXTERNAL RISK FACTORS
Any downgrade of India’s sovereign debt rating by an international rating agency could have a negative impact on the Issuer’s results of
operations and financial condition.
Any downgrade of India‟s credit rating for domestic and international debt by international rating agencies may adversely impact the Issuer‟s ability
to raise additional financing and the interest rates and commercial terms on which such additional financing is available. This could have an adverse
effect on the Issuer‟s ability to obtain financing to fund its growth on favourable terms or at all and, as a result, could have a material adverse effect
on its results of operations, financial condition and prospects.
Any legal and regulatory changes in the future could have a negative impact on the Issuer’s results of operations and financial condition.
Future government policies and changes in laws and regulations in India and comments, statements or policy changes by any regulator, including but
not limited to the SEBI or the RBI, as well as any future government policies and changes in laws and regulations in other countries where the Issuer
Private & Confidential – For Private Circulation Only
(This Information Memorandum is neither a Prospectus nor a statement in Lieu of Prospectus)
Dated: March 22, 2017
42
has a significant presence may adversely affect the Issuer‟s financial results and operation, and restrict the Issuer‟s ability to do business in its target
markets. The timing and content of any new law or regulation is not within the Issuer‟s control and such new law, regulation, comment, statement or
policy change could have an adverse effect on its business, results of operations and financial condition.
Further, the SEBI, the BSE, other recognized stock exchanges where the Issuer may decide to get the Debentures listed after giving prior intimation to
the Debenture Trustee or other regulatory authorities may require clarifications on this Information Memorandum, which may cause a delay in the
issuance of Debentures or may result in the Debentures being materially affected or even rejected.
The proposed new taxation system could adversely affect the Issuer’s business and the trading price of the Debentures.
The Government has proposed three major reforms in Indian tax laws, namely the goods and services tax, the direct taxes code and provisions
relating to GAAR.
The goods and services tax would replace the indirect taxes on goods and services such as central excise duty, service tax, customs duty, central sales
tax, state VAT, surcharge and excise currently being collected by the central and state governments. The direct taxes code aims to reduce distortions
in tax structure, introduce moderate levels of taxation, expand the tax base and facilitate voluntary compliance. It also aims to provide greater tax
clarity and stability to investors who invest in Indian projects and companies as well as clarify the taxation provisions for international transactions. It
aims to consolidate and amend laws relating to all direct taxes like income tax, dividend distribution tax and wealth tax and facilitate voluntary
compliance.
As regards GAAR, the provisions were introduced in the Finance Act, 2012 to come into effect from April 1, 2016, however the implementation of
the same has been deferred upto April 1, 2017. The GAAR provisions intend to catch arrangements declared as “impermissible avoidance
arrangements”, which is any arrangement, the main purpose or one of the main purposes of which is to obtain a tax benefit and which satisfy at least
one of the following tests (i) creates rights, or obligations, which are not ordinarily created between persons dealing at arm‟s length; (ii) results,
directly or indirectly, in misuse, or abuse, of the provisions of the Income Tax Act, 1961; (iii) lacks commercial substance or is deemed to lack
commercial substance, in whole or in part; or (iv) is entered into, or carried out, by means, or in a manner, which are not ordinarily employed for bona
fide purposes. If GAAR provisions are invoked, then the tax authorities have wide powers, including denial of tax benefit or a benefit under a tax
treaty.
Private & Confidential – For Private Circulation Only
(This Information Memorandum is neither a Prospectus nor a statement in Lieu of Prospectus)
Dated: March 22, 2017
43
As the taxation system is intended to undergo significant overhaul, its consequent effects on the banking system cannot be determined as of the date
of this Information Memorandum and there can be no assurance that such effects would not adversely affect the Issuer‟s business, future financial
performance and the trading price of the Debentures.
Risks related to the Issue
1. Taxation
Potential purchasers and sellers of the Debentures should be aware that they may be required to pay stamp duties or other documentary charges/taxes
in accordance with the laws and practices of India. Payment and/or delivery of any amount due in respect of the Debentures will be conditional upon
the payment of all applicable taxes, duties and/or expenses.
Potential investors who are in any doubt as to their tax position should consult their own independent tax advisers. In addition, potential investors
should be aware that tax regulations and their application by the relevant taxation authorities change from time to time. Accordingly, it is not possible
to predict the precise tax treatment which will apply at any given time.
2. Interest Rate Risk
All fixed income securities, such as our Debentures, are subject to price risk. The price of such securities will vary inversely with changes in
prevailing interest rates, i.e. when interest rates rise, prices of fixed income securities fall and when interest rates drop, the prices increase. The extent
of fall or rise in the prices is a function of the existing coupon, days to maturity and the increase or decrease in the level of prevailing interest rates.
Increased rates of interest, which frequently accompany inflation and/or a growing economy, are likely to have a negative effect on the price of our
Debentures.
3. The Debentures may be Illiquid
It is not possible to predict if and to what extent a secondary market may develop in the Debentures or at what price the Debentures will trade in the
secondary market or whether such market will be liquid or illiquid. If so specified in this Information Memorandum, application has been made to list
Private & Confidential – For Private Circulation Only
(This Information Memorandum is neither a Prospectus nor a statement in Lieu of Prospectus)
Dated: March 22, 2017
44
or quote or admit to trading the Debentures on the stock exchange or quotation system(s) specified. If the Debentures are so listed or quoted or
admitted to trading, no assurance is given that any such listing or quotation or admission to trading will be maintained. The fact that the Debentures
may be so listed or quoted or admitted to trading does not necessarily lead to greater liquidity than if they were not so listed or quoted or admitted to
trading. The listing of the Debentures is subject to receipt of the final listing and trading approval from the Stock Exchange.
The Issuer may, but is not obliged to, at any time purchase the Debentures at any price in the open market or by tender or private agreement where
permitted by law. Any Debentures so purchased may be resold or surrendered for cancellation. The more limited the secondary market is, the more
difficult it may be for holders of the Debentures to realise value for the Debentures prior to redemption of the Debentures.
4. Downgrading in Credit Rating
The Debentures have been rated AA- Stable by ICRA for the issuance of Debentures for an aggregate amount of Rs. 150 Cr (Rupees One Hundred
Fifty Crore). The Issuer cannot guarantee that this rating will not be downgraded. Such a downgrade in the Credit Rating may lower the value of the
Debentures.
5. Future legal and regulatory obstructions
Future government policies and changes in laws and regulations in India and comments, statements or policy changes by any regulator, including but
not limited to the SEBI or the RBI, may adversely affect the Debentures. The timing and content of any new law or regulation is not within the
Issuer‟s control and such new law, regulation, comment, statement or policy change could have an adverse effect on market for and the price of the
Debentures.
Further, the RBI or other regulatory authorities may require clarifications on this Information Memorandum, which may cause a delay in the issuance
of Debentures or may result in the Debentures being materially affected or even rejected.
6. Political instability or changes in the government could delay further liberalization of the Indian economy and adversely affect economic
conditions in India generally.
Since 1991, successive Indian governments have pursued policies of economic liberalization. The role of the Central and State Governments in the
Indian economy as producers, consumers and regulators has remained significant. If there was to be any slowdown in the economic policies, or a
Private & Confidential – For Private Circulation Only
(This Information Memorandum is neither a Prospectus nor a statement in Lieu of Prospectus)
Dated: March 22, 2017
45
reversal of steps already taken, it could have an adverse effect on the debt market which as such is exposed to the risks of the Indian regulatory and
policy regime and also have an impact on global economic market.
7. The Issuer’s management will have significant flexibility in applying proceeds received from the Debentures. The fund requirement and
deployment have not been appraised by any bank or financial institution.
The Issuer intends to use the proceeds of the Debentures for general corporate purposes including without limitation capital expenditure, working
capital and refinancing of existing debt and for any other purposes in accordance with the applicable law and regulations. The fund requirement and
deployment is based on internal management estimates and has not been appraised by any bank or financial institution. Accordingly, the management
will have significant flexibility in applying the proceeds received by the Issuer from the Debentures. Further, as per the provisions of the SEBI Debt
Listing Regulations, the Issuer is not required to appoint a monitoring agency and therefore no monitoring agency will be appointed for the
Debentures.
8. The Debentures may not be a suitable investment for all purchasers.
Potential investors should ensure that they understand the nature of the Debentures and the extent of their exposure to risk, that they have sufficient
knowledge, experience and access to professional advisers to make their own legal, tax, accounting and financial evaluation of the merits and risks of
investment in the Debentures and that they consider the suitability of the Debentures as an investment in the light of their own circumstances and
financial condition.
9. Modification, waivers and substitution
The conditions of the Debentures shall contain provisions for calling meetings of Debenture holders to consider matters affecting their interests
generally. These provisions permit defined majorities to bind all Debenture holders including Debenture holders who did not attend and vote at the
relevant meeting and Debenture holders who voted in a manner contrary to the majority.
10. Rights of holders of Debentures right to receive payments is junior to certain tax and other liabilities preferred by law.
The secured Debentures will be secured obligations of the Issuer and will rank subordinated to certain liabilities preferred by law such as to claims of
the Government on account of taxes and certain liabilities incurred in the ordinary course of the Issuer‟s business. In particular, in the event of
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(This Information Memorandum is neither a Prospectus nor a statement in Lieu of Prospectus)
Dated: March 22, 2017
46
bankruptcy, liquidation or winding-up, the Issuer‟s assets will be available to pay obligations on the secured Debentures only after all of the above
liabilities that rank senior to the secured Debentures have been paid. In the event of bankruptcy, liquidation or winding-up, there may not be sufficient
assets remaining, after paying amounts relating to these proceedings, to pay amounts due on the secured Debentures.
11. Changes in interest rates may affect the price of the Issuer’s Debentures.
All securities where a fixed rate of interest is offered, such as the Debentures, are subject to price risk. Interest rates are highly sensitive and
fluctuations thereof are dependent upon many factors which are beyond the Issuer‟s control, including the monetary policies of the RBI, de-regulation
of the financial services sector in India, domestic and international economic and political conditions, inflation and other factors. The price of such
securities will vary inversely with changes in prevailing interest rates, i.e. when interest rates rise, prices of fixed income securities fall and when
interest rates drop, the prices increase. The extent of fall or rise in the prices is a function of the existing coupon, days to maturity and the increase or
decrease in the level of prevailing interest rates. Increased rates of interest, which frequently accompany inflation and/or a growing economy, are
likely to have a negative effect on the price of the Debentures.
12. Fixed rate securities have a market risk.
The Debentures will bear interest at a fixed rate. A holder of a security with a fixed interest rate is exposed to the risk that the price of such security
falls as a result of changes in the current interest rate on the capital market (the “Market Interest Rate”). While the nominal interest rate of a security
with a fixed interest rate is fixed during the life of such security or during a certain period of time, the Market Interest Rate typically changes on a
daily basis. A change of the Market Interest Rate causes the price of such security to change. If the Market Interest Rate increases, the price of such
security typically falls. If the Market Interest Rate falls, the price of a security with a fixed interest rate typically increases. Investors should be aware
that movements of the Market Interest Rate can adversely affect the price of the Debentures and can lead to losses for the Debentureholders if they
sell the Debentures.
13. The Issuer may raise further borrowings and charge its assets.
The Issuer is not barred from raising future borrowings and may charge its assets from time to time for any of such future borrowings. In the event of
a default in repayment of the borrowings of the Issuer which will also trigger cross default of the Debentures, the borrowings of the Issuer which are
secured with the assets of the Issuer will have a higher probability of being redeemed than the Debentures.
Private & Confidential – For Private Circulation Only
(This Information Memorandum is neither a Prospectus nor a statement in Lieu of Prospectus)
Dated: March 22, 2017
47
14. Uncertain trading market
The Issuer intends to list the Debentures on the WDM segment of the BSE and such other recognized stock exchanges that the Issuer may deem fit
after giving prior intimation to the Debenture Trustee. The Issuer cannot provide any guarantee that the Debentures will be frequently traded on the
BSE or such other stock exchanges on which the Debentures are listed and that there would be any market for the Debentures.
15. The Issuer may not be able to maintain adequate DRR for the Debentures
Section 71 of the Companies Act, 2013, stipulates that where a company issues bonds, it must create a DRR for the redemption of such bonds, to
which adequate amounts shall be credited, from out of its profits every year until such bonds are redeemed. Further, in accordance with Rule
18(7)(b)(iii) of the Companies (Share Capital and Debentures) Rules, 2014, as amended on July 19, 2016, the adequacy of DRR is defined at 25 % of
the value of debentures issued through private placement route.
In case the Issuer is unable to generate any profit, it may not be able to provide for the DRR even to the extent of the stipulated 25 %.
XVI. TRUSTEES
The Debenture Trustee for the Issue of Debentures proposed to be issued under this Information Memorandum shall be Axis Trustee Services
Limited.
The Debenture Trustee has given its written consent for its appointment and inclusion of its name in the form and context in which it appears in this
Information Memorandum for the Issue of Debentures. The Debenture Trustee has given their consent to the Issuer to act as trustee for the
Debentureholders under Regulation 4(4) of the SEBI Debt Regulations.
The consent letter from the Debenture Trustee is attached as Annexure II.
Private & Confidential – For Private Circulation Only
(This Information Memorandum is neither a Prospectus nor a statement in Lieu of Prospectus)
Dated: March 22, 2017
48
XVII. RATING RATIONALE ADOPTED BY THE CREDIT RATING AGENCIES
The Company proposes to raise an amount upto Rs. 150,00,00,000 /- (Rupees One Hundred and Fifty Crore Only) by way of issue of LISTED,
SECURED, REDEEMABLE NON-CONVERTIBLE DEBENTURES OF RS 10,00,000 (RUPEES TEN LAKHS ONLY) EACH in two series.
The Debentures are rated AA- stable by ICRA.
Please note that the rating is not a recommendation to buy, sell or hold securities and investors should take their own decision. The rating may be
subject to revision or withdrawal at any time by the assigning Credit Rating Agency and each rating should be evaluated independently of any other
rating. The rating obtained is subject to revision at any point of time in the future. The rating agencies have a right to suspend, withdraw the rating at
any time on the basis of new information etc.
The rating letter has been provided in Annexure III.
XVIII. SECURITY
The Debentures shall be secured by a:
(i) first ranking pari passu charge by way of hypothecation over the Hypothecated Assets as per the terms of a deed of hypothecation and a first
pari passu mortgage over the Mortgaged Premises.
(ii) The Security Interests over the Secured Assets (excluding the Mortgaged Premises I) shall be created within a period of 60 (Sixty) days from
the Deemed Date of Allotment and perfected by the Company in favour of the Debenture Trustee, for the benefit of the Debenture Holders
within a period of 180 (One Hundred and Eighty) days from the Deemed Date of Allotment.
(iii) The Company shall create a first ranking pari passu mortgage over the Mortgaged Premises. The Security Interest over the Mortgaged
Premises I shall be created by virtue of the Debenture Trust Deed and registered with the Sub Assurances of Registrar prior to the Deemed
Date of Allotment. The particulars of the said charge created by way of Debenture Trust Deed shall be registered with the concerned
Registrar of Companies within 30 (thirty) days from the Deemed Date of Allotment. The Security Interests over the Mortgaged Premises II
shall be created by virtue of equitable mortgage within a period of 60 (Sixty) days from the Deemed Date of Allotment and perfected within
Private & Confidential – For Private Circulation Only
(This Information Memorandum is neither a Prospectus nor a statement in Lieu of Prospectus)
Dated: March 22, 2017
49
180 (One Hundred and Eighty) days from the Deemed Date of Allotment. The mortgage over the Mortgaged Premises II shall be held by the
Trustee on a pari passu basis with the Existing Lenders.
(iv) The first ranking pari passu charge by way of hypothecation over the Hypothecated Assets shall be created by the Company in favour of the
Debenture Trustee for the benefit of the Debenture Holders by executing a deed of hypothecation. The charge over the Hypothecated Assets
shall be held by the Debenture Trustee on a pari passu basis with the Existing Lenders. For sake of abundant caution it is hereby clarified that
the Security Interests over the Mortgaged Premises II and the Hypothecated Assets is not being created in terms of the Debenture Trust Deed
and will not be construed to be created under the Debenture Trust Deed, under any circumstances whatsoever, and will be created separately
by the Company within the period of 60 (Sixty) days from the from the Deemed Date of Allotment and perfected within 180 (One Hundred
and Eighty) days from the Deemed Date of Allotment.
(v) The Company shall not be entitled to create any encumbrance over the Hypothecated Assets and/or the Mortgaged Premises, other than in
favour of the Debenture Trustee for the benefit of the Debenture Holders, without obtaining the prior written approval of the Debenture
Trustee.
(vi) In the event that the Company seeks the consent of the Debenture Trustee for creation of any encumbrances on the Hypothecated Assets
and/or Mortgaged Premises, the Debenture Trustee shall not provide such consent, without having taken the prior approval of all the
Debenture Holders.
The Company shall maintain a minimum Security Cover of 1.10 times over the outstanding principal at all times during the tenure of the
Debentures.
The Company shall provide a certificate from an independent practicing chartered accountant confirming maintenance of Security Cover
within 60 days from the end of each financial year.
Private & Confidential – For Private Circulation Only
(This Information Memorandum is neither a Prospectus nor a statement in Lieu of Prospectus)
Dated: March 22, 2017
50
XIX. LISTING
The Issuer shall list the Debentures at the WDM segment of the BSE within 20 (twenty) calender days from the Deemed Date of Allotment failing
which the Company shall be required to redeem or buy back the Debentures issued alongwith all interest accrued till such redemption or buy back and
The Issuer shall also maintain continuous listing till the term of the Debentures. The Issuer shall comply with all the listing requirements including
payment of listing fee to ensure continued listing of the Debentures during the tenor of the Debentures.
In principle approval from the stock exchange for listing of the Debentures has to be obtained.
XX. DRR
The Company undertakes to create debenture redemption reserve (“DRR”), in terms of the section 71 of the Companies Act, 2013 read with the
Companies (Share Capital and Debentures) Rules, 2014 as amended on July 19, 2016 and other applicable rules and regulations and any guidelines
issued by the Central Government during the currency of these presents, or by any Government agency or corporation having authority under the law
in respect of creation of DRR, the Company shall abide by such guidelines and execute all such supplemental letters, agreements and deeds of
modification as may be required by the Debenture Trustee.
XXI. ISSUE/INSTRUMENT SPECIFIC REGULATIONS – RELEVANT DETAILS
The issue of Debentures is in compliance with/governed by the relevant provisions of applicable law including the following:
(a) Companies Act, 1956;
(b) Companies Act, 2013;
(c) Companies (Share Capital and Debentures) Rules, 2014 as amended from time to time;
(d) Securities and Exchange Board of India (Issue and Listing of Debt Securities) Regulations, 2008, as amended from time to time;
(e) The Securities and Exchange Board of India (Debenture Trustees) Regulations, 1993, as amended from time to time; and.
Private & Confidential – For Private Circulation Only
(This Information Memorandum is neither a Prospectus nor a statement in Lieu of Prospectus)
Dated: March 22, 2017
51
(f) Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended from time to time.
XXII. DETAILS OF THE ISSUE
Security Name Rated, senior, listed, taxable, secured, redeemable, non-convertible debentures of a face value of Rs. 10,00,000 (Rupees Ten Lakhs only).
Issuer/Company Sterlite Technologies Limited.
Debenture
Holder(s)
shall mean a person(s) who shall, from time to time, be holders of the Debentures and whose names shall be entered in the Register of
Debenture Holders and/or whose names shall be recorded as the beneficial owners of the Debenture with the Depository.
Transaction
legal counsel
K Law
Type of
Instrument
Secured, listed, non-convertible, taxable, redeemable bonds in the nature of debentures (“Debentures”/”NCDs”/”Issue”), issued
pursuant to such terms and conditions as specified in this term sheet and the documents executed/issued pursuant to this term sheet (the
„Issue Documents‟).
Series I
Debentures
shall refer to a total of 750 rated, senior, listed, taxable, secured, redeemable, non-convertible debentures of a face value of Rs.
10,00,000 (Rupees Ten Lakhs only) each amounting to a total of Rs. 75,00,00,000 (Rupees Seventy Five Crore Only) issued in
one series as per the provisions of this term sheet.
Series II
Debentures
shall refer to a total of 750 rated, senior, listed, taxable, secured, redeemable, non-convertible debentures of a face value of Rs.
10,00,000 (Rupees Ten Lakhs only) each amounting to a total of Rs. 75,00,00,000 (Rupees Seventy Five Crore Only) issued in
one series as per the provisions of this term sheet.
Seniority The obligations of the Issuer, towards the Debenture Holders, under the Issue Documents shall constitute senior and secured obligations
of the Issuer.
Mode of Issue Private placement.
Private & Confidential – For Private Circulation Only
(This Information Memorandum is neither a Prospectus nor a statement in Lieu of Prospectus)
Dated: March 22, 2017
52
Rating of the
Bonds
Rated AA- Stable by ICRA at the time of issuance/ Deemed Date of Allotment.
Issue Size Rs.150.00 Crores.
Debentures to be issued in two series.
Series I: 75.00 Crores.
Series II: 75.00 Crores.
Objects of the
Issue & Details
of the
Utilization of
the Proceeds
The Issuer shall use the proceeds of the issuance of the NCDs (“Issue Proceeds”) towards capital expenditure, refinancing of existing
loans of the Issuer, brand development expenses and/or augmentation of long term working capital provided however that the Issuer
shall not use the Issue Proceeds in any manner or for any purposes which may be in contravention to the applicable Law including
without limitation, the regulations/ guidelines/ norms issued by the RBI/ SEBI/ RoC/ Stock Exchange or for investment in real estate or
for speculative purposes.
End use of the Issue Proceeds are to be confirmed by the statutory auditor of the Company and the same shall be furnished by way of a
certificate, addressed to the Debenture Trustee, to be issued by the Chartered Accountant within 60 (sixty) days from the Deemed Date
of Allotment.
Eligible
Investors
The following categories of investors, when specifically approached, are eligible to apply for this private placement of debentures
permitted under law.
Commercial Banks;
Financial Institutions;
Primary / State / District / Central Co-operative Banks (subject to permission by RBI)
Insurance companies
Pension Funds and Provident Funds
Companies, bodies corporate authorised to invest in Debentures.
Private & Confidential – For Private Circulation Only
(This Information Memorandum is neither a Prospectus nor a statement in Lieu of Prospectus)
Dated: March 22, 2017
53
Foreign Portfolio Investor/Foreign Institutional Investor
Mutual funds
Any other investor(s) who are authorized/permitted to invest in these Debentures, subject to the compliance with the relevant
regulations/guidelines applicable to them for investing in this Issue.
Issue Opening
Date March 23, 2017
Issue Closing
Date
March 23, 2017
Pay-in Date March 23, 2017
Deemed Date of
Allotment
March 23, 2017
Issue Price At par
Face Value Rs. 10,00,000/-
Coupon Rate Series I: 8.45% per annum
Series II: 8.45% per annum
Coupon Type Fixed
Coupon
Payment
Frequency
Annual
Coupon
Payment Date
Series I: each of the dates on which Interest shall be payable by the Company in respect of the Series I Debentures, which are scheduled
to be each of the dates falling on the expiry of each year from the Deemed Date of Allotment, being March 22, 2018 , March 22, 2019
and March 20, 2020.
Series II: each of the dates on which Interest shall be payable by the Company in respect of the Series II Debentures, which are
scheduled to be each of the dates falling on the expiry of each year from the Deemed Date of Allotment, being March 22, 2018 , March
Private & Confidential – For Private Circulation Only
(This Information Memorandum is neither a Prospectus nor a statement in Lieu of Prospectus)
Dated: March 22, 2017
54
22, 2019, March 20, 2020 and September 22, 2020.
Total Debt Aggregate of
1) long term debt,
2) short term debt,
3) working capital borrowings
4) Corporate guarantees issued for securing debt obligation availed from Banks/FI.
Tangible Net
Worth
Aggregate of
1) Paid up and issued equity share capital
2) reserves and surplus, other than revaluation reserve minus intangible assets (patents, trademarks, goodwill)
Interest Cover EBIDTA (excluding Other Income) / Interest & Commission on Total Debt.
Redemption
Date
Series I:
3 years from the deemed date of allotment i.e. March 20, 2020.
Series II:
3 years and six months from the deemed date of allotment i.e. September 22, 2020.
Debenture
Trustee
Axis Trustee Services Limited
Issuance mode
of the
Instrument
Demat only
Private & Confidential – For Private Circulation Only
(This Information Memorandum is neither a Prospectus nor a statement in Lieu of Prospectus)
Dated: March 22, 2017
55
Trading mode
of the
Instrument
Demat only
Settlement
Mode
RTGS/NEFT
Depository National Securities Depository Limited (“NSDL”)/ Central Depository Services Limited (“CDSL”)
Default Interest
/ Liquidated
Damages
Without prejudice to the other rights of the Debenture Trustee,
1. In case of delay in execution of the other Transaction Documents except the Debenture Trust Deed within 60 days from Deemed
Date of Allotment, Issuer will pay default interest of 2% (two percent) p.a over and above the Coupon rate till these conditions are
complied with.
2. In case of an Event of Default, additional interest of 2% (two percent) p.a over and above the Coupon Rate shall be payable by the
Issuer from the date of occurrence of the such Event of Default till such default is cured.
Listing The Debentures are required to be listed on the Wholesale Debt Market (WDM) segment of the Bombay Stock Exchange (BSE). The Issuer shall ensure that the Debentures are listed with the WDM of BSE within a maximum period of 20 (Twenty) calendar days from the Deemed Date of Allotment. In case of delay by the Issuer in listing the Debentures beyond 20 (Twenty) days from the Deemed Date of Allotment, the Issuer shall be liable to pay an additional penal interest calculated on the face value of the Debentures at the rate of 1% (one percent) p.a. over and above the Coupon Rate from expiry of 30 (Thirty) days from the Deemed Date of Allotment till the listing of the Debentures. Notwithstanding anything mentioned above, failure to list the Debentures with the WDM of BSE by the Issuer within 45 days shall constitute an Event of Default and the Debenture Holders shall be entitled to take any recourse available to them under the Issue Documents and/or applicable law.
Private & Confidential – For Private Circulation Only
(This Information Memorandum is neither a Prospectus nor a statement in Lieu of Prospectus)
Dated: March 22, 2017
56
Tenor Series I:
3 years from the deemed date of allotment.
Series II:
3 years and six months from the deemed date of allotment.
Maturity Date Series I:
3 years from the deemed date of allotment i.e. March 20, 2020.
Series II:
3 years and six months from the deemed date of allotment i.e. September 22, 2020.
Put Option Date Means the date on which the rating of the Debentures is downgraded from the existing to a rating of “A” or below by the Credit Rating
Agency.
Put Option
Price
Means the aggregate amounts outstanding in relation to the Debentures, including the Principal Amount, any accrued but unpaid
interest, penal interest (if applicable) and liquidated damages (if applicable).
Put Option
Event
A downgrade in the credit rating of the Debentures from the existing rating to a rating of “A” or below by the Credit Rating Agency.
Put Notification
Time
Upon occurrence of Put Option Event, the Debenture Holders/Debenture Trustee shall be entitled to (at its sole discretion) either: (i)
require the Company to increase the Coupon rate by 25 basis points from the date of rating downgrade; or (ii) require the Company to
redeem all or part the Debentures held by the said Debenture Holder by providing a written notice in this regard to the Company (“Put
Option Notice”), with a copy marked to the Trustee. Further, for each further notch of downgrade in the credit rating, the Debenture
Holders/Debenture Trustee shall be entitled to (at its sole discretion) to (i) require the Company to increase the Coupon rate by 25 basis
points from the date of rating downgrade or (ii) require the Company to redeem all or part the Debentures held by the said Debenture
Holder by providing a written notice in this regard to the Company.
Upon receipt of the Put Option Notice, the Company shall redeem all the Debentures held by the said Debenture Holders by making
Private & Confidential – For Private Circulation Only
(This Information Memorandum is neither a Prospectus nor a statement in Lieu of Prospectus)
Dated: March 22, 2017
57
payment of the Put Option Price to the said Debenture Holders upon the expiry of 30 (thirty) days from the date of issuance of such Put
Option Notice.
Security First Pari passu Charge over movable assets & specified immovable assets of the Issuer.
The Company shall maintain a minimum security cover of 1.10 times over the outstanding principal at all times till the Maturity Date of
the NCDs or till the secured obligations of the Issuer are fulfilled to the satisfaction of the Debenture Holders, whichever is earlier.
The charge over immoveable asset situated at Pune shall be created by way of the Debenture Trust Deed and registered with the Sub
Assurances of Registrar prior to the Deemed Date of Allotment. The particulars of the said charge created by way of Debenture Trust
Deed shall be registered with the concerned Registrar of Companies within 30 (thirty) days from the Deemed Date of Allotment.
The Charge over the moveable assets shall be created by way of Deed of Hypothecation and the charge over the immoveable asset
situate at Dadra and Nagar Haveli shall be created by way of an equitable mortgage within 60 days from the Deemed Date of Allotment
and perfected in favour of the Debenture Trustee (“the Trustee”) within 180 days from the Deemed Date of Allotment of the NCDs.
The Company shall provide a certificate from an independent practicing Chartered Accountant‟s confirming maintenance of Security
Cover within 60 days from the end of each financial year.
Rating Agency ICRA, a company incorporated under the Companies Act and having its registered office at 1105, Kailash Building, 11th Floor, 26,
Kasturba Gandhi Marg, New Delhi-110 001 or any other rating agencies as may be appointed by the Issuer from time to time for the
purpose of rating the NCD‟s.
Rating Action 1. Coupon Rate to be increased by 25 basis points from the date of downgrade, in-case the rating of the NCDs are downgraded by one
notch during the Tenor of the NCDs and further increase of 25 basis points for each subsequent downgrade in rating notch
thereafter from ICRA or any other rating agency;
2. The Debenture Holders shall have an option to either ask for mandatory prepayment in full / part of the outstanding NCDs together
with accrued interest if the rating of the NCDs is downgraded to “A” or below as rated by ICRA or any other rating agency as
Private & Confidential – For Private Circulation Only
(This Information Memorandum is neither a Prospectus nor a statement in Lieu of Prospectus)
Dated: March 22, 2017
58
acceptable to the Debenture Holder/Debenture Trustee.
Covenants The Company shall not without the prior written approval of the Debenture Holders:
1. Change the general nature and conduct of its business ;
2. Make any amendments to the constitutional documents. in a manner which would prejudicially affect the interests of the
Debenture Holder(s);
3. Declare or pay any dividend to its shareholders during any financial year unless it has paid to the Debenture Holders the
installment of principal and interest then due and payable on the NCDs;
4. Undertake or permit any merger, scheme of arrangement or compromise with any of its creditors or shareholder(s)/owner(s) or
effect any scheme of amalgamation or reconstruction;
5. Total Debt to Tangible Net-Worth of the Issuer shall not exceed 3.00x on a standalone basis during the Tenor of the NCDs to be
tested on semi- annual basis;
6. Interest Cover of the Issuer shall not fall below 1.60x on a standalone basis to be tested on semi- annual basis based on preceding
12 months financials;
7. Issuer shall not incur PAT losses, to be tested on an annual basis based on trailing 12 months financials;
8. “Sterlite” to be the part of the name of the Issuer at all times during the Tenor of the Issue;
9. Twin Star Overseas holding to not fall below 51% in the Issuer company during the Tenor of NCD but the same may reduce/get
diluted upto 45% only in case of fund raising by the Issuer via equity issuance;
10. Total Debt to EBITDA of the Issuer shall not exceed 4.00 x_on a consolidated basis during the Tenor of the NCDs to be tested
Private & Confidential – For Private Circulation Only
(This Information Memorandum is neither a Prospectus nor a statement in Lieu of Prospectus)
Dated: March 22, 2017
59
on a semi annual basis based on the preceding 12 months financials.
Transaction
Documents
Including but not limited to the following documents:
1. Debenture Trust Deed;
2. Information Memorandum or Shelf Disclosure Document as applicable;
3. Deed of Hypothecation/ Indenture of Mortgage, as may be applicable;
4. Debenture Trustee Appointment Agreement;
5. Any other agreement/deed/undertaking/letters as may be designated by the Debenture Trustee as the Transaction Documents.
Conditions
Precedent to
Issue
The Issuer is required to fulfill the conditions precedent to the Issue which will include, amongst others, the following, in form and
substance satisfactory to the Debenture Trustee/Debenture Holder:
certified copies of the memorandum and articles of association (or equivalent constitutive documents) to be furnished by the Issuer; The Company shall have signed and delivered the Information Memorandum;
The Issuer shall have furnished specimen signatures of person(s) authorised by it in the board resolutions; Shall have furnished the in principal listing approvals from the NSE or BSE;
Shall have furnished KYC of the Issuer and its authorized signatories;
Debenture Trustee consent letter;
Rating letter issued not more than 30 days from the Deemed Date of Allotment and rating rationale not more than 180 days older
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(This Information Memorandum is neither a Prospectus nor a statement in Lieu of Prospectus)
Dated: March 22, 2017
60
from the Deemed Date of Allotment from the aforementioned Rating Agency;
The Issuer shall have obtained all necessary board / shareholder resolutions under the provisions of the Companies Act, 2013 as are applicable in relation to the issue of the Debentures, the appointment of the Debenture Trustee and the execution of necessary documents in connection therewith;
Certification of no event of default subsisting as on the Deemed Date of Allotment by Issuer;
Confirmation that there is no Material Adverse Effect and there are no circumstances existing which could give rise to a Material Adverse Effect.
Execution of Debenture Trust Deed and registration of the same with the Sub Assurances of Registrar prior to the Deemed Date of Allotment.
Condition
Subsequent to
Issue
The Issuer shall ensure that the following conditions are fulfilled immediately after the Deemed Date of Allotment:
Issue of Letter of Allotment & Demat Credit to the Debenture Holders account within 2 days from the Deemed Date of Allotment;
Listing of the NCD‟s in accordance with the Transaction Documents within 20 days from the Deemed Date of Allotment;
Security creation and perfection, including procuring of NOC from existing lenders (if applicable) within the stipulated timeline as
mentioned in the security clause;
legal opinions (including opinion confirming enforceability of the Issue Document/documents related to the Security);
Procure No Objection under section 281(i)(ii) of Income Tax Act, 1961 in respect of creation of the security interest in favour of
the Debenture Trustee.
Events of Customary to financing of such nature to be provided including but not limited to the following:
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(This Information Memorandum is neither a Prospectus nor a statement in Lieu of Prospectus)
Dated: March 22, 2017
61
Default
(EOD)
1. Non-payment of Coupon and Redemption Amount due and payable to the Debenture Trustee under the Transaction Documents;
2. Failure to maintain security cover of1.10x on the outstanding NCDs. Cure Period of 30 days to be provided to the Issuer for providing
additional security to restore the security cover to 1.10x;
3. Failure to maintain adequate insurance for the assets provided as security (cure period of 15 days to be provided);
4. Breach of Covenants, including breach of covenant under Rating Action;
5. Cross default above INR 25.00 Crores including subsidiaries;
6. Insolvency of the Issuer or winding-up (whether voluntarily or compulsorily) or submission of any application by any party under the
Insolvency and Bankruptcy Code, 2016 or under other applicable laws;
7. If the Issuer is nationalized or is brought under the management of the Central Government;
8. Breach of any Representations and Warranties as mentioned in the Transaction Documents;
9. The authority or permission to carry on the material business of the Company has been revoked by the competent authority and such
revocation has not been quashed/ withdrawn within 30 (thirty) calendar days from the date of such revocation and any other event which
may have a Material Adverse Effect on the Company as a whole The Transaction Documents in whole or in part, becomes invalid or
ceases to be a legally valid, binding and enforceable obligation of the Company;
10. It is or becomes unlawful for the Company to perform any of its obligations under the Transaction Documents and/or any obligation or
obligations of the Company under any Transaction Document are not or cease to be valid, binding or enforceable;
Private & Confidential – For Private Circulation Only
(This Information Memorandum is neither a Prospectus nor a statement in Lieu of Prospectus)
Dated: March 22, 2017
62
11. The Company repudiates any of the Transaction Documents, or evidences an intention to repudiate any of the Transaction Documents
and the same has not been remedied or rectified within a period of 30 (Thirty) calendar days of such repudiation;
12. The Company ceases to carry on its business or any substantial part thereof or gives notice of its intention to do so and the said notice
has not been withdrawn or revoked within a period of 30 (Thirty) calendar days from the date of issue of such notice.of such event;
13. An event of total loss or nationalisation or expropriation of all or substantially all of the assets, or a material portion of the assets shall
temporarily be subject to a nationalisation and such temporary nationalisation that could be expected to have a Material Adverse Effect;
14. If an attachment or distraint order has been levied on the assets mortgaged/to be mortgaged or hypothecated or any part thereof or
certificate proceedings or execution proceedings have been taken or commenced for recovery of any dues from the Company and in any
above cases, is not discharged within thirty (30) days;
15. Any Security Document is not (once entered into) in full force and effect or any Security Document does not (once entered into) create
in favour of the Security Trustee the Security which it is expressed to create, fully perfected with the ranking and priority it is expressed
to have, within the timelines for creating that Security as stipulated in the Transaction Documents;
16. Any event has occurred which, in the sole discretion of the Debenture Trustee/Debenture Holder, is likely to have a Material Adverse
Effect;
17. If in the opinion of the Debenture Trustee, the Security created over the secured assets or any part thereof, is in jeopardy.
The above is indicative and an exhaustive list shall be incorporated in the Debenture Trust Deed.
Consequence of
Event of Default
(EOD)/ breach
of any covenants
In case of EOD & breach of any covenants including any Financial Covenants leading to an EOD, the the Debentures shall become
forthwith payable.
Private & Confidential – For Private Circulation Only
(This Information Memorandum is neither a Prospectus nor a statement in Lieu of Prospectus)
Dated: March 22, 2017
63
including any
financial
covenants :
In addition to the above, upon occurrence of an Event of Default, the Debenture Trustee shall have the right, to:
a) enforce any Security created pursuant to the Transaction Documents in accordance with the terms thereof; and/or
b) appoint a nominee director for the Debenture Holders in accordance with the SEBI guidelines; and/or
c) exercise such other rights and remedies as may be available to the Debenture Trustee under the Transaction Documents and/or
under Applicable Law.
The above is indicative and shall be incorporated in details in the Debenture Trust Deed
Other Terms
and Conditions
Customary to financing of such nature to be provided including but not limited to the following:
1) Information, Affirmative and Negative covenants;
2) Conditions precedent and conditions subsequent;
3) Representations and Warranties customary to transactions of such nature
4) Transferability;
5) Taxes and Expenses;
6) Roles and responsibilities of Trustee; and
7) Governing Law and jurisdiction.
Material
Adverse Effect
means an event, circumstance, occurrence or condition which has caused, as of any date of determination, a material adverse effect on
or a material adverse change on:
(a) the business, operations, assets or condition (financial or otherwise) of the Company; or
(b) the ability of the Company to enter into and to perform its obligations under Transaction Documents or any other related
document to which Company is or will be a party; or
(c) the legality or validity or enforceability of the Transaction Documents or any other related document or the rights or remedies of
Debenture Holder(s) thereunder.
Private & Confidential – For Private Circulation Only
(This Information Memorandum is neither a Prospectus nor a statement in Lieu of Prospectus)
Dated: March 22, 2017
64
Record Date The record date shall be 15 days prior to the Coupon Payment Date or the Redemption Date.
Day Count Basis Interest payable on Debentures will be calculated on the basis of actual number of days elapsed in a year of 365 or 366 days as the case
may be i.e. Actual/ Actual.
Business Day means any day other than a public holiday under Section 25 of the Negotiable Instruments Act, 1881 at Mumbai, India and/or on which
the money market is functioning in Mumbai, India
In the event that the Coupon Payment Date falls on a day which is not a Business Day or any day on which Real Time Gross Settlement
(RTGS) does not take place or the money market is not functioning in the citiy of Mumbai in India, for any reason whatsoever, the
immediately succeeding Business Day shall be considered as the effective date(s) for that payment.
In the event the Redemption Date falls on a day which is not a Business Day or any day on which Real Time Gross Settlement (RTGS)
or the money market is not functioning in Mumbai in India, for any reason whatsoever, the immediately preceding Business Day shall
be considered as the effective date for that payment.
Approvals The Issuer will ensure that all authorisations/regulatory approvals and statutory approvals that pertain to this transaction will be in place
prior to the issue of the NCDs, including, without limitation, Trustee consent, and any authorizations or approvals under the Companies
Act, 1956/2013, and the SEBI Regulations each as amended from time to time, or any other relevant regulation.
The Issuer shall create a Debenture Redemption Reserve in accordance with regulations issued by SEBI in connection thereof.
Additional
Amounts /
Taxation:
All payments shall be subject to tax deduction at source as applicable under the Income Tax Act, 1961, and such tax deduction shall be
made by the Issuer unless a tax exemption certificate/document is lodged at the registered office of the Issuer before relevant record
date in respect of a Coupon Payment Date, or any other relevant date.
Issue Documentation shall be in form and substance customary for transactions of this nature and satisfactory to all parties and shall include
Private & Confidential – For Private Circulation Only
(This Information Memorandum is neither a Prospectus nor a statement in Lieu of Prospectus)
Dated: March 22, 2017
65
Documentation:
without limitation a Debenture Trust Deed and Placement/Information Memorandum containing conditions precedent, representations
and warranties, covenants, events of default, material adverse change, cross default, provision of information on request of any of the
Debenture Holders and default interest and any other terms and conditions that may be provided for in the above documentation or any
other documentation as may be required by the Debenture Trustee.
Role and
Responsibilities
of Debenture
Trustee
As per Debenture Trust Deed / Debenture Trustee Agreement
Other Expenses All other expenses viz. Stamp Duty of issuance, Legal counsel fees, Trustee fee, Registrar fee etc. will be borne by the Issuer.
Governing Law The Transaction Documents shall be governed by laws of India and shall remain subject to the non-exclusive jurisdiction of Courts of
Maharashtra and Dadra and Nagar Haveli.
Force Majeure
The Issuer understands that this mandate is contingent on the assumption that from the date of the provision of final mandate to Deemed
Date of Allotment, there is no material adverse change in the financial conditions of the Issuer which in the reasonable opinion of the
Debenture Trustee, would make it inadvisable to proceed with the Issue. In the case of such material adverse change, terms of the Issue
may be renegotiated to mutual satisfaction of the Debenture Holders and the Issuer.
Notes:
1. If there is any change in Coupon Rate pursuant to any event including elapse of certain time period or downgrade in rating, then such new Coupon
Rate and events which lead to such change should be disclosed.
2. The procedure used to decide the dates on which the payment can be made and adjusting payment dates in response to days when payment can't be
made due to any reason like sudden bank holiday etc., should be laid down.
3. The list of documents which has been executed or will be executed in connection with the issue and subscription of debt securities are annexed as
Annexure X.
Private & Confidential – For Private Circulation Only
(This Information Memorandum is neither a Prospectus nor a statement in Lieu of Prospectus)
Dated: March 22, 2017
66
XXIII. MATERIAL CONTRACTS AND AGREEMENTS
Set out below is the statement containing particulars of, dates of, and parties to all
material contracts and agreements of the Company
Memorandum & Articles of Association
Credit Rating Letter dated March 20, 2017 from ICRA.
Consent from Axis Trusee Services Limited to act as trustee vide their Letter
dated November 07, 2016.
Consent of Karvy Computershare Private Limited to act as Registrar and
Transfer Agent vide their Letter dated March 20, 2017
Audited Annual reports for the last 3 years starting from the Financial Year
ending March 31, 2014.
Certified true copy of the resolution dated August 19, 2014 of the shareholders of
the company u/s 180(1)(c) of the Companies Act, 2013.
Certified true copy of the resolution dated August 19, 2014, of the shareholders
of the company u/s 180(1)(a) of the Companies Act, 2013.
Certified true copy of the resolution dated August 30, 2016, of the shareholders
of the company u/s 42 of the Companies Act, 2013 as annexed as Annexure VIII.
Certificate in pursuance of Section 281 of the Income Tax Act.
Certified true copy of resolution dated October 27, 2016 of the Board of Directors
u/s 179 of the Companies Act, 2013 as annexed as Annexure IX.
List of authorized signatories under the resolutions
Transaction Documents
The above material documents and contracts are available for inspection between 10:00
a.m. to 01:00 p.m. on all working days at the registered office of the Company as
mentioned below:
Registered Office: E1, MIDC, Waluj Aurangabad-431136, Maharashtra, India
XXIV. UNDERTAKING TO USE A COMMON TRANSFER FORM
The Debentures will be issued in dematerialized form only. However, in case of
rematerialization of Debentures and transfer thereof, the Company would use a common
transfer form.
XXV. TERMS OF OFFER OR PURCHASE/ APPLICATION PROCESS
Private & Confidential – For Private Circulation Only
(This Information Memorandum is neither a Prospectus nor a statement in Lieu of Prospectus)
Dated: March 22, 2017
67
Terms of offer are set out in Paragraph XXIII above. Below are the general terms and
conditions.
Issue:
Issue of the Debentures of the face value Rs. 10,00,000 (Rupees Ten Lakh Only) each,
aggregating to Rs. 150,00,00,000/- (Rupees One Hundred and Fifty Crore Only ) on a
private placement basis not open for public subscription.
Who Can Apply
Only the persons who are specifically addressed through a communication by or on
behalf of the Company directly are eligible to apply for the Debentures. An application
made by any other person will be deemed as an invalid application and rejected. In order
to subscribe to the Debentures a person must be either
(a) Commercial Banks, Eligible Financial Institutions and Insurance Companies;
(b) Companies;
(c) Non Banking Finance Companies (NBFCs) and Residuary NBFCs and
(d) Mutual Funds
(e) Foreign Institutional Investors
(f) Provident Funds, Gratuity, Superannuation & Pension Funds, subject to their
Investment guidelines.
(a) Application by Scheduled Commercial Banks/ Eligible Financial Institutions
The application must be accompanied by certified true copies of (i) Board
Resolution authorising investments or letter of authorization or Power of
Attorney and (ii) specimen signatures of authorized signatories.
(b) Application by Insurance Companies
The applications must be accompanied by certified true copies of (i)
Memorandum and Articles of Association/Constitution/Bye-laws, (ii) Resolution
authorising investment and containing operating instructions, (iii) Specimen
signatures of authorised signatories and (iv) Form 15 AA for claiming exemption
from deduction of Tax on the interest income (including interest on application
money), if applicable.
(c) Applications by Corporate Bodies/ Companies/ Statutory Corporations/ NBFCs
and RNBCs
The applications must be accompanied by certified true copies of (i)
Memorandum and Articles of Association (ii) resolution authorizing investment
Private & Confidential – For Private Circulation Only
(This Information Memorandum is neither a Prospectus nor a statement in Lieu of Prospectus)
Dated: March 22, 2017
68
and containing operating instructions, and (iii) specimen signatures of authorized
signatories.
(d) Application by Mutual Funds
(i) a separate application can be made in respect of each scheme of an Indian
mutual fund registered with SEBI and that such applications shall not be
treated as multiple applications.
(ii) the applications made by the asset management companies or custodians
of a Mutual Fund shall clearly indicate the name of the concerned scheme
for which application is being made.
(iii) The applications must be accompanied by certified true copies of (i)
SEBI registration certificate and Debenture Trust Deed (ii) resolution
authorizing investment and containing operating instructions and (iii)
specimen signatures of authorized signatories.
Disclaimer: Please note that only those persons to whom this Information Memorandum
has been specifically addressed are eligible to apply. However, an application, even if
complete in all respects, is liable to be rejected without assigning any reason for the same.
The list of documents provided above is only indicative, and an investor is required to
provide all those documents / authorizations / information, which are likely to be required
by the company. The company may, but is not bound to revert to any investor for any
additional documents / information, and can accept or reject an application as it deems fit.
Investment by investors falling in the categories mentioned above are merely indicative
and the company does not warrant that they are permitted to invest as per extant laws,
regulations, etc. Each of the above categories of investors is required to check and comply
with extant rules/regulations/ guidelines, etc. Governing or regulating their investments as
applicable to them and the company is not, in any way, directly or indirectly, responsible
for any statutory or regulatory breaches by any investor, neither is the company required
to check or confirm the same.
How to Apply
Application(s) for the Debentures must be made submitting the applications forms in the
form and manner set out in Annexure V (the “Application Form”) which must be
completed in block letters in English.
Application Form(s) to followed by a payment by Real Time Gross Settlement (RTGS)
by crediting the funds to the account given below:
Beneficiary Name Sterlite Technologies Limited
Bank Name IDBI Bank Limited
C/a No 0390655100000347
Branch Address IDBI Bank Limited, Pune
IFSC Code IBKL0000390
Private & Confidential – For Private Circulation Only
(This Information Memorandum is neither a Prospectus nor a statement in Lieu of Prospectus)
Dated: March 22, 2017
69
The applications must be accompanied by certified true copies of (i) a letter of
authorization, and (ii) specimen signatures of authorised signatories.
Instructions For Application
(1) Application must be completed in BLOCK LETTERS IN ENGLISH. A blank
must be left between two or more parts of the name.
(2) Signatures should be made in English.
(3) Minimum application shall be for 1 (one) Debenture(s) and in multiples of 1
(one) Debenture(s) thereafter.
(4) The Debentures are being issued at par to the face value. Full amount has to be
paid on application per Debenture applied for. Applications for incorrect amounts
are liable to be rejected. Face Value: Rs. 10,00,000 (Rupees Ten Lakhs only)
each.
(5) The payments can be made by RTGS, the details of which are given above.
(6) No cash will be accepted.
(7) The Applicant should mention its permanent account number or the GIR number
allotted to it under the Income Tax Act, 1961 and also the relevant Income-tax
circle/ward/District.
(8) Applications under Power of Attorney/Relevant Authority
In case of an application made under a power of attorney or resolution or
authority to make the application a certified true copy of such power of attorney
or resolution or authority to make the application and the Memorandum and
Articles of Association and/or bye-laws of the Investor must be attached to the
Application Form at the time of making the application, failing which, the
Company reserves the full, unqualified and absolute right to accept or reject any
application in whole or in part and in either case without assigning any reason
therefore. Further any modifications / additions in the power of attorney or
authority should be notified to the Company at its registered office. Names and
specimen signatures of all the authorised signatories must also be lodged along
with the submission of the completed application.
(9) An application once submitted cannot be withdrawn. The applications should be
submitted during normal banking hours at the office mentioned below:
4th Floor, Godrej Millennium, 9 Koregaon Road, Pune 411001, India
(10) The applications would be scrutinised and accepted as per the terms and
conditions specified in this Information Memorandum.
Private & Confidential – For Private Circulation Only
(This Information Memorandum is neither a Prospectus nor a statement in Lieu of Prospectus)
Dated: March 22, 2017
70
(11) The Company is entitled at its sole and absolute discretion to accept or reject any
application, in part or in full without assigning any reason whatsoever. Any
application, which is not complete in any respect, is liable to be rejected.
(12) The Investor/Applicant shall apply for the Debentures in electronic, i.e.,
dematerialised form only. Applicants should mention their Depository
Participant‟s name, DP-ID and Beneficiary Account Number in the Application
Form. In case of any discrepancy in the information of Depository/Beneficiary
Account, the Company shall be entitled to not credit the beneficiary‟s demat
account pending resolution of the discrepancy.
The Applicant is requested to contact the office of the Company as mentioned above for
any clarifications.
Succession
In case the investor is an individual, in the event of the demise of a registered Debenture
holder or the first holder in the case of joint holders, the Company will recognize the
executor or administrator of the deceased Debenture holder or the holder of succession
certificate or other legal representative of the deceased Debenture holder as having title to
the Debenture. The Company shall not be bound to recognize such executor,
administrator or holder of the succession certificate unless such a person obtains probate
or letter of administration or 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 and delivers a copy of the same to the Company. The Company may at its absolute
discretion, where it thinks fit, dispense with the production of the probate or letter of
administration or succession certificate or other legal representation, in order to recognize
such holder as being entitled to the Debenture standing in the name of the deceased
Debenture holder on production of sufficient documentary proof or indemnity. In case the
Debentures are held by a person other than an individual, the rights in the Debenture shall
vest with the successor acquiring interest therein, including a liquidator or such any
person appointed as per the applicable law.
Over and above the aforesaid terms and conditions, the Debentures, if any issued under
this Information Memorandum, shall be subject to this Information Memorandum, the
relevant debenture trust deed and also be subject to the provisions of the Memorandum
and Articles of Association of the Company.
Option to Subscribe
The Company has made arrangements for issue and holding of the Debentures in
dematerialized form.
Nomination Facility
The Company does not offer any nomination facility to the investors of the Debentures
issued under this Information Memorandum.
Minimum Subscription
Private & Confidential – For Private Circulation Only
(This Information Memorandum is neither a Prospectus nor a statement in Lieu of Prospectus)
Dated: March 22, 2017
71
Rs. 10,00,000 (Rupees Ten Lakh only)
Right to accept or reject applications
The Company is entitled at its sole and absolute discretion, to accept or reject any
application in part or in full, without assigning any reason. Incomplete Application Forms
are liable to be rejected. The full amount of Debenture has to be submitted along with the
Application Form. Also, in case of over subscription, the Company reserves the right to
increase the size of the placement subject to necessary approvals/certifications, and the
basis of allotment shall be decided by the Company.
Interest on Application Money
At the Coupon Rate from the date of receipt of subscription money / application money
(i.e. Pay In Date) till one day prior to the Deemed Date of Allotment which shall be
payable within 7 (seven) days from the Deemed Date of Allotment
Allotment Intimation
The Issuer shall provide intimation of allotment to the Applicant immediately after the
Issue Close-in Date and in any event not later than 7 (seven) days from the Deemed Date
of Allotment.
Register of Debentures holder(s)
A register of all Debenture holder(s) containing necessary particulars will be maintained
by the Company at its Registered Office. A copy of the register of all Debenture holder(s)
will also be maintained by the Company at its Corporate Office.
Transfer / Transmission
The Debentures shall be transferable freely to all classes of Eligible Investors. It is
clarified that the Debentures are not intended to be held by any category of persons who
are not Eligible Investors. Subject to the foregoing, the Debentures may be transferred
and/or transmitted in accordance with the applicable provisions of the Companies Act,
2013. The provisions relating to transfer, transmission and other related matters in respect
of shares of the Company contained in the Articles of Association of the Company and
the Companies Act, 2013 shall apply, mutatis mutandis (to the extent applicable to
debentures), to the Debentures as well. The Debentures held in dematerialised form shall
be transferred subject to and in accordance with the rules/procedures as prescribed by
depositories and the relevant depository participants of the transfer or transferee and any
other applicable laws and rules notified in respect thereof. 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 register of Debenture Holders maintained by the Depositories. In such cases, claims, if
any, by the transferees would need to be settled with the transferor(s) and not with the
Company.
Private & Confidential – For Private Circulation Only
(This Information Memorandum is neither a Prospectus nor a statement in Lieu of Prospectus)
Dated: March 22, 2017
72
Payment of Interest on allotted Debenture
Authority for the Placement
This private placement of Debentures is being made pursuant to the resolution of the
Board of Directors passed at its meeting held on Octber 27, 2016 which has approved the
placement of Debentures upto Rs. 150 crore (Rupees One Hundred and Fifty Crore Only).
The present issue of Rs. 150 crore (Rupees One Hundred and Fifty Crore Only). is within
the general borrowing limits in terms of the resolution passed under Section 180(1)(c) of
the Companies Act, 2013, at the Annual General Meeting of the shareholders of the
Company held on August 19, 2014 giving their consent to the borrowing by the Directors
of the Company from time to time not exceeding Rs. 3000 crore (Rupees Three Thousand
Crore Only) subject to any restrictions imposed by the terms of the agreement entered
into from time to time for grant of loans to the Company of all monies deemed by them to
be requisite or proper for the purpose of carrying on the business of the Company. The
borrowings under these Debentures will be within the prescribed limits as aforesaid.
The Company can carry on its existing activities and future activities planned by it in
view of the existing Approvals, and no further approvals from any Government authority
are required by the Company to carry on its said activities.
Record Date
This will be 15 days to each Coupon Payment / Redemption Date (“Record Date”). The
list of Beneficial Owner(s) provided by the Depository as at the end of day of Record
Date shall be used to determine the name(s) of person(s) to whom the interest and/or
principal installment is to be paid.
Effect of Holidays
In the event that the Coupon Payment Date falls on a day which is not a Business Day or
any day on which Real Time Gross Settlement (RTGS) does not take place or the money
market is not functioning in the citiy of Mumbai in India, for any reason whatsoever, the
immediately succeeding Business Day shall be considered as the effective date(s) for that
payment.
In the event the Redemption Date falls on a day which is not a Business Day or any day
on which Real Time Gross Settlement (RTGS) or the money market is not functioning in
Mumbai in India, for any reason whatsoever, the immediately preceding Business Day
shall be considered as the effective date for that payment.
Tax Deduction at Source
Tax as applicable under the Income Tax Act, 1961 will be deducted at source. Tax
exemption certificate/document, under Section 195(3) or Section 197(1) of the Income
Tax Act, 1961, if any, must be lodged at the office of the Company before the Record
date. Tax exemption certificate for interest on application money, if any, should be lodged
along with the Application Form.
Private & Confidential – For Private Circulation Only
(This Information Memorandum is neither a Prospectus nor a statement in Lieu of Prospectus)
Dated: March 22, 2017
73
Redemption on Maturity of Debenture
As per Annexure I
Compliance Officer
The Investor may contact the Company in case of any pre -issue / post-issue related
problems such as non-receipt of letters of allotment / Debenture certificates / refund
orders / interest cheques.
Notices
All notices to the Debenture holder(s) required to be given by the Company shall be sent
to the Debenture holder(s) at the address stated in the Application Form, or at the address
as notified by the Debenture holder(s) from time to time. In case of Debentures held in
electronic (dematerialised) form, notices will be sent to those whose names appear on the
last list of Beneficial Owner(s), provided to the Company by Depository (ies)
All notices to the Company by the Debenture holder(s) must be sent by registered post or
by hand delivery to the Company at its Corporate Office or to such person(s) at such
address as may be notified by the Company from time to time.
Debentures to Rank Pari-Passu
The Debentures of this Issue shall rank pari-passu inter-se without preference or priority
of one other or others.
Payments at Par
Payment of the principal, all interest and other monies will be made to the registered
Debenture Holder(s)/ Beneficial Owner(s) and in case of joint holders to the one whose
name stands first in the register of Debenture holder(s) / in the list of Beneficial Owner(s)
provided to the Company by the Depository (NSDL). Such payments shall be made by
cheque or warrant drawn by the Company on its bankers. Interest and the principal
amount shall be paid through instruments payable at par at Ahmadabad, Bangalore,
Calcutta, Chennai, Delhi, Hyderabad, Baroda, Mumbai, and Pune only subject to
applicable RBI regulations. Investors not residing in any of the above locations are
advised to indicate their preference of any one location from the above list to receive the
redemption / interests warrant payable at that location otherwise their application is liable
to be rejected.
The Company upon request from the investor, as stated above, may make the interest and
principal payment through RTGS.
Right to Purchase Debenture(s)
The Company may also, at its discretion and as per the prevailing guidelines/regulations
of Reserve Bank of India and other authorities at any time purchase the Debentures at
discount, at par or at premium in the open market. Such Debenture may, at the option of
Private & Confidential – For Private Circulation Only
(This Information Memorandum is neither a Prospectus nor a statement in Lieu of Prospectus)
Dated: March 22, 2017
74
Company, be cancelled, held or resold at such price and on such terms and conditions as
the Company may deem fit and as permitted by law.
Future Borrowing
The Company shall be entitled to make further issue of secured non convertible
debentures and/or raise term loans or raise further funds, in any manner as deemed fit by
the Company, from time to time from any persons/banks/financial institutions/body
corporate or any other agency as per the prevailing guidelines/regulations of Reserve
Bank of India and other authorities, subject to the term of this Issue.
Tax Benefits
There are no specific tax benefits attached to the Debentures. Investors are advised to
consider the tax implications of their respective investment in the Debentures.
Trustees
Axis Trustee Services Limited has agreed to act as the trustees for and on behalf of the
Debenture Holder(s). All the rights and remedies of the Debenture Holder(s) shall vest in
and shall be exercised by the said trustees without having it referred to the Debentures
Holder(s).
Loss of Letter(s) of Allotment / Principal and Interest Payment Instruments
Loss of Letter(s) of Allotment and/ or principal payment instrument / interest payment
instrument should be intimated to the Company along with the request for issue of a
duplicate Letter(s) of Allotment/ payment instrument(s). If any Letter(s) of Allotment/
payment instrument(s) is lost, stolen, or destroyed, then upon production of proof thereof,
to the satisfaction of the Company and upon furnishing such indemnity, as the Company
may deem adequate and upon payment of any expenses incurred by the Company in
connection thereof, new Letter(s) of Allotment / payment instrument(s) shall be issued. A
fee will be charged by the Company, not exceeding such sum as may be prescribed by
law.
Debentures subject to the Debenture Trust Deed, etc.
Over and above the aforesaid terms and conditions, the Debentures, issued under this
Information Memorandum, shall be subject to prevailing guidelines/regulations of
Reserve Bank of India and other authorities and also be subject to the provisions of the
Memorandum and Articles of Association of the Company and all documents to be
entered into by the Company in relation to the issue of Debentures including this
Information Memorandum and the Debenture Trust Deed, as applicable.
Governing Law
The Debentures are governed by and will be construed in accordance with the Indian Law.
The Company and Company‟s obligations under the Debentures shall, at all times, be
subject to the directions of Department of Company Affairs, RBI, SEBI and Stock
Exchanges and other applicable regulations from time to time. Applicants, by purchasing
Private & Confidential – For Private Circulation Only
(This Information Memorandum is neither a Prospectus nor a statement in Lieu of Prospectus)
Dated: March 22, 2017
75
the Debentures, agree that the High Court of Judicature at Maharashtra and Dadra and
Nagar Haveli shall have exclusive jurisdiction with respect to matters relating to the
Debentures.
XXVI. CONFLICT
In case of any repugnancy, inconsistency or where there is a conflict between the
conditions as are stipulated in this Information Memorandum and any of the
Transaction Documents to be executed by the Company, the provisions as contained in
the Transaction Documents shall prevail and override the provisions of such
Information Memorandum.
XXVII. AN ILLUSTRATION FOR CASH FLOW STATEMENT AS PER SEBI
CIRCULAR CIR/IMD/DF/18/2013 DATED OCTOBER 29, 2013
Illustration of Bond Cash Flows to be shown in the Information Memorandum
Company Sterlite Technologies Limited
Face Value (per Security) Rs. 10,00,000
Issue Date/Deemed Date of Allotment March 23, 2017
Redemption Date As per Annexure I
Coupon Rate As per Annexure I
Frequency of the Interest Payment with
specified dates
As per Annexure I
Day Count Convention Actual/ Actual
Declaration
It is hereby declared 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 from time to time.
The Company also confirms that this Information Memorandum does not omit
disclosure of any material fact which may make the statements made therein, in the
light of the circumstances under which they are made, misleading. The Information
memorandum also does not contain any false or misleading statement.
The Company accepts no responsibility for the statements made otherwise than in this
disclosure document or in any other material issued by or at the instance of the
Company and that any one placing reliance on any other source of information would
be doing so at his/her own work.
Private & Confidential – For Private Circulation Only
(This Information Memorandum is neither a Prospectus nor a statement in Lieu of Prospectus)
Dated: March 22, 2017
77
ANNEXURE I
Amount schedule
Se
rie
s
Redempt
ion Date
Amount (Rs. Cr) No. of
Debentu
res
Interest Payment Dates (Annually
and on Maturity)
I March
20, 2020
Rs. 75,00,00,000/- (Rupees
Seventy Five Crores Only)
750 March 22, 2018, March 22, 2019 and
March 20, 2020.
II
Septembe
r 22,
2020
Rs. 75,00,00,000/- (Rupees
Seventy Five Crores Only)
750 March 22, 2018, March 22, 2019,
March 20, 2020 and September 22,
2020.
Private & Confidential – For Private Circulation Only
(This Information Memorandum is neither a Prospectus nor a statement in Lieu of Prospectus)
Dated: March 22, 2017
78
ANNEXURE II
DEBENTURE TRUSTEE CONSENT LETTER
Private & Confidential – For Private Circulation Only
(This Information Memorandum is neither a Prospectus nor a statement in Lieu of Prospectus)
Dated: March 22, 2017
79
ANNEXURE III
Credit Rating Agencies Letter
Private & Confidential – For Private Circulation Only
(This Information Memorandum is neither a Prospectus nor a statement in Lieu of Prospectus)
Dated: March 22, 2017
80
ANNEXURE IV
[Detailed shareholding pattern of the Company as attached herewith]
Private & Confidential – For Private Circulation Only
(This Information Memorandum is neither a Prospectus nor a statement in Lieu of Prospectus)
Dated: March 22, 2017
81
ANNEXURE V
APPLICATION FORM
STERLITE TECHNOLOGIES LIMITED
(A public company under the Companies Act, 1956)
Date of Incorporation: 26-March-2000
Registered Office: E1, MIDC, Waluj Aurangabad-431136, Maharashtra, India
Corporate Office: 4th Floor, Godrej Millennium, 9 Koregaon Road, Pune 411001, India
Website: www.sterlitetech.com ; Contact Person: Amit Deshpande; Email:
APPLICATION FORM SERIAL NO. STL/2016-17/NCD/01
ISSUE OF 1500 (ONE THOUSAND AND FIVE HUNDRED) RATED, LISTED,
SECURED, REDEEMABLE NON-CONVERTIBLE DEBENTURES OF RS 10,00,000
(RUPEES TEN LAKHS ONLY) EACH FOR CASH AT PAR AGGREGATING RS.
1,50,00,00,000 (RUPEES ONE HUNDRED FIFTY CRORE ONLY) (THE “ISSUE”)
Debenture
Series
No. of
Debentures
in the
Series
Final
Redemption
Date
No. of
Debentures
Applied for
No. of
Debentures
Applied for
(in words)
Amount
(Rs.
crore)
Amount
in words
(Rs.
crore)
I 750 March 20,
2020
II 750 September
22, 2020
DETAILS OF PAYMENT:
NEFT / RTGS (To be credited before 3:00 p.m on the Pay- In Date)
No.
Funds transferred to
Dated ____________
Total Amount Transferred
(In Figures) Rs.______/-_ (In words) ________ Only
APPLICANT’S NAME IN FULL (CAPITALS)
SPECIMEN SIGNATURE
Private & Confidential – For Private Circulation Only
(This Information Memorandum is neither a Prospectus nor a statement in Lieu of Prospectus)
Dated: March 22, 2017
82
APPLICANT’S ADDRESS
ADDRESS
STREET
CITY
PIN PHONE FAX
APPLICANT‟S PAN/GIR NO. _____________ IT CIRCLE/WARD/DISTRICT ____
WE ARE ( ) COMPANY ( ) OTHERS ( ) SPECIFY __________
We have read and understood the Terms and Conditions of the issue of Debentures including the
Risk Factors described in the Disclosure Document and have considered these in making our
decision to apply. We have read the Disclosure Document in detail and have understood the terms
and conditions of the Debentures. We have also seen the draft of the Financing Documents and
understand that the Financing Documents will be executed with the time periods as set out in the
Disclosure Document. 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
Debenture 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 ( ) CDSL ( )
DEPOSITORY PARTICIPANT NAME
DP-ID
BENEFICIARY ACCOUNT NUMBER
Beneficiary Name
Bank Name
A/C No
Branch Address
IFSC Code
NAME OF THE APPLICANT(S)
Private & Confidential – For Private Circulation Only
(This Information Memorandum is neither a Prospectus nor a statement in Lieu of Prospectus)
Dated: March 22, 2017
83
FOR OFFICE USE ONLY
DATE OF RECEIPT ________________ DATE OF CLEARANCE ________________
(A) We understand and confirm that the information provided in the Disclosure Document is
provided by the Company and the same has not been verified by any legal advisors to the
Company 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 Company, if any.
(B) 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.
(C) We understand that we are assuming on our own account, all risk of loss that may occur
or be suffered by us including as to the returns on and/or the sale value of the Debentures.
We undertake that upon sale or transfer to subsequent investor or transferee
(“Transferee”), we shall convey all the terms and conditions contained herein and in this
Disclosure Document to such Transferee. In the event of any Transferee (including any
intermediate or final holder of the Debentures) suing the Company (or any person acting
on its or their behalf) we shall indemnify the Company (and all such persons acting on its
behalf) and also hold the Company and each of such person harmless in respect of any
claim by any Transferee.
Applicant‟s
Signature
FOR OFFICE USE ONLY
DATE OF RECEIPT ______________________ DATE OF CLEARANCE _________________
(Note: Cheque and Drafts are subject to realisation)
-------------------------------------------------(TEAR HERE)--------------------------------------------
Applicant Bank Account :
(Settlement by way of Direct
Credit / ECS / NEFT/RTGS)
Private & Confidential – For Private Circulation Only
(This Information Memorandum is neither a Prospectus nor a statement in Lieu of Prospectus)
Dated: March 22, 2017
84
ACKNOWLEDGMENT SLIP
(To be filled in by Applicant) SERIAL NO. STL/2016-17/NCD/01
Received from _______________________________________________
Address________________________________________________________________
______________________________________________________________________
UTR # ______________ for Rs. _____________ on account of application for
_____________________ Debentures
Private & Confidential – For Private Circulation Only
(This Information Memorandum is neither a Prospectus nor a statement in Lieu of Prospectus)
Dated: March 22, 2017
85
ANNEXURE VI
FINANCIAL INFORMATION OF THE ISSUER
A. Abridged version of audited consolidated and standalone financial statements (profit
and loss statement, balance sheet and cash flow statement) of the Issuer for each of
the years ended March 31, 2016, 2015 and 2014 and auditors qualifications, if any.
Copies of the Annual report of the Company for the last 3 years containing audited
Consolidated and Standalone financial Statements alongwith Auditors Report thereon
have been attached herewith.
B. Abridged version of the latest audited/ limited review half yearly consolidated and
standalone financial statements (profit and loss statement, and balance sheet) of the
Issuer for the half year ended September 30, 2016 to be provided and auditors
qualifications, if any.
Copies of the Limited Reviewed Half yearly Standalone results of the Company
alongwith Limited Review Report of the Auditors thereon for the half year ended on 30th
September, 2016 have been attached herewith.
C. Any change in the accounting policies during the last three years and their effect on
the profits and reserves of the Issuer
From April 1, 2016, the Company has changed the accounting policy for revenue
recognition on telecom software solutions (software license sale and related services) to
percentage of completion method from the earlier method of recognizing products sale
based on delivery and sale of services based on milestones achieved as per terms and
conditions of the specific customer contracts. The above change has been applied
retrospectively as required by Ind AS - 8. Revenue and Profit before tax is higher/(lower)
as follows:
D. 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 Issuer and
the corrective steps taken and proposed to be taken by the Issuer for each of the said
reservations or qualifications or adverse remark.
Copies of the Annual report of the Company for the last 3 years containing audited
Consolidated and Standalone financial Statements alongwith Auditors Report thereon
have been attached herewith. Please refer to independent auditor‟s report.
Private & Confidential – For Private Circulation Only
(This Information Memorandum is neither a Prospectus nor a statement in Lieu of Prospectus)
Dated: March 22, 2017
86
E. Profits of the Issuer, before and after making provision for tax, for the three
Financial Years immediately preceding the date of the Information Memorandum
(Amount in Rupees crore)
Particulars
(Consolidated)
For the year ended
on
For the year ended
on
For the year ended
on
March 31, 2016 March 31, 2015 March 31, 2014
Profit / (loss) before tax 220.79 0.11 -15.21
Less: Current tax -53.29 -27.25 -20.84
Less/(Add): MAT credit
(Entitlement)/ Reversal
(Net)
0 0 0
Less/(Add): Income tax
of earlier years
5.93 -5.45 -2.85
Less: Deferred tax -16.29 29.01 -0.62
Profit / (loss) after tax
Before Share of Profit
of Associates and
Minority Interest
157.14 -3.58 -39.52
Add: Share of Profit of
Associates for the year
0 0 0
Less: Minority Interest -6.08 0.94 4.01
Profit / (loss) after tax 151.06 -2.64 -35.51
F. Dividend
The following table sets forth certain details regarding the dividend paid by the Issuer on
the equity shares for Fiscal Year 2016, 2015 and 2014:
(In Rs. Crores, except per share data)
Particulars Fiscal 2016 Fiscal 2015 Fiscal 2014
Face value of Equity Shares (Rs. per
share)
10 10 10
Interim dividend on Equity Shares (Rs.
per share)
Nil Nil Nil
Final dividend of Equity Shares (Rs.
per share)
1 0.60 0.30
Total dividend on Equity Shares (Rs.
crores)
39.54 23.65 11.82
Dividend tax (gross) (Rs. crores) 8.06 4.81 2.01
Private & Confidential – For Private Circulation Only
(This Information Memorandum is neither a Prospectus nor a statement in Lieu of Prospectus)
Dated: March 22, 2017
87
G. Interest Coverage Ratio
The following table sets forth the interest coverage ratio (calculated as cash profit after
tax plus interest paid/interest paid at Standalone level) for Fiscal Year 2016, 2015 and
2014:
Fiscal 2016 4.12
Fiscal 2015 2.07
Fiscal 2014 2.61
Private & Confidential – For Private Circulation Only
(This Information Memorandum is neither a Prospectus nor a statement in Lieu of Prospectus)
Dated: March 22, 2017
88
ANNEXURE VII
ADDITIONAL DISCLOSURES
PART A: RELATED PARTY TRANSACTIONS
The related party transactions mentioned below form part of the Standalone Financial Statements
of the Issuer, including with regard to loans made or, guarantees made.
Financial Year 2016
Related Party Disclosures:
Copies of the Annual report of the Company for the last 3 years containing audited
Consolidated and Standalone financial Statements alongwith Auditors Report thereon have been
attached herewith. Please refer Note 46 regarding related party disclosures of Standalone
Financials on Page 181 of Annual Report for the year 2015-16.
Financial Year 2015
Related Party Disclosures:
Copies of the Annual report of the Company for the last 3 years containing audited
Consolidated and Standalone financial Statements alongwith Auditors Report thereon have been
attached herewith. Please refer Note 46 regarding related party disclosures of Standalone
Financials on Page 131 of Annual Report for the year 2014-15.
Financial Year 2014
Related Party Disclosures:
Copies of the Annual report of the Company for the last 3 years containing audited
Consolidated and Standalone financial Statements alongwith Auditors Report thereon have been
attached herewith. Please refer Note 44 regarding related party disclosures of Standalone
Financials on Page 121 of Annual Report for the year 2013-14.
PART B OUTSTANDING LITIGATIONS AND DEFAULTS
1) 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 Issuer during the
last three years immediately preceding the year of the circulation of the Information
Memorandum and any direction issued by such Ministry or Department or statutory
authority upon conclusion of such litigation or legal action: Not Applicable
2) Details of any inquiry, inspections or investigations initiated or conducted under the New
Companies Act or any previous company law in the last three years immediately
preceding the year of circulation of Information Memorandum in the case of Issuer 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 Information Memorandum and if so, section-wise details thereof for the Issuer
Private & Confidential – For Private Circulation Only
(This Information Memorandum is neither a Prospectus nor a statement in Lieu of Prospectus)
Dated: March 22, 2017
89
and all of its subsidiaries: Not Applicable
3) Details of default, if any, including therein the amount involved, duration of default and
present status, in repayment of:- NIL
(a) statutory dues - NA
(b) debentures and interest thereo - NA
(c) deposits and interest thereon - NA
(d) loan from any bank or financial institution and interest thereo - NA
PART C: MISCELLANEOUS
1. Interest of Promoters, Directors and Key Managerial Personnel
Other than as already disclosed in the Information Memorandum, the Promoters,
Directors and key managerial personnel of the Issuer do not have any financial or other
material interest in the Issue of Debentures proposed to be issued under this Information
Memorandum.
2. Contribution being made by the Promoters or Directors either as part of this Issue or
separately in furtherance of such objects.
NIL
3. Remuneration paid to the Directors
Remuneration Paid to the Directors during the current Financial Year: (Rs in lacs)
Given below is the entitlement of Directors for the current year financial year. The final
remuneration will be available after the close of the financial year
Director Tenure of
appointment
Salary /
Perquisites
Incentive/
Commission
Sitting Fee
Total
Anil Agarwal NA
Pratik Agarwal NA
Entitled to receive a sitting fee of Rs. 50,000/- for
attendance at each meeting of the Board and Rs.
25,000/- for Audit Committee, and Rs. 10,000/- for
meetings of other Committees where the Directors are
members. Entitled to payment of commission as may
be decided by the Board of Directors upto a sum not
exceeding 1% per annum of the net profits of the
Company.
Arun Todarwal
5 years w.e.f. April 1,
2014
A. R.
Narayanaswamy
C V Krishnan
Mrs. Avaantika
Kakkar
5 years w.e.f. Dec 29,
2014
Pravin Agarwal 5 years w.e.f. October
30, 2015
Shareholders have at the AGM held on August 4,
2015, approved the remuneration payable. Key terms
are as follows –
Salary & Allowances not exceeding Rs. 15 cr
Private & Confidential – For Private Circulation Only
(This Information Memorandum is neither a Prospectus nor a statement in Lieu of Prospectus)
Dated: March 22, 2017
90
p.a.
Perquisites not exceeding Rs. 10 cr p.a.
Performance Incentive as recommended by
NRC not exceeding 150% of the Salary &
Allowances.
The total remuneration shall be restricted to the limits
as prescribed in Section 197 read with Schedule V of
the Companies Act, 2013.
Anand Agarwal 5 years w.e.f. July 30,
2015
Shareholders have at the AGM held on August 4,
2015, approved the remuneration payable. Key terms
are as follows –
Salary & Allowances not exceeding Rs. 8 cr p.a.
Perquisites not exceeding Rs. 2 cr p.a.
Performance Incentive as recommended by NRC not
exceeding 150% of the Salary & Allowances.
The total remuneration shall be restricted to the limits
as prescribed in Section 197 read with Schedule V of
the Companies Act, 2013.
Remuneration Paid to the Directors during Financial Year 2015-16: (Rs in lacs)
Director Tenure of
appointment
Salary /
Perquisites
Incentive/
Commission
Sitting Fee
Total
Anil Agarwal NA
Arun Todarwal
5 years w.e.f. April
1, 2014
12.50 5.55 18.05
A. R.
Narayanaswamy
12.50 3.90 16.40
C V Krishnan 2.85 2.85
Pravin Agarwal 5 years w.e.f.
October 30, 2015
880.27 75.00 955.27
Anand Agarwal 5 years w.e.f. July
30, 2015
441.64 85.00 526.64
Pratik Agarwal 12.50 3.00 15.50
Mrs. Avaantika
Kakkar
5 years w.e.f. Dec
29, 2014
12.50 2.80 15.30
Private & Confidential – For Private Circulation Only
(This Information Memorandum is neither a Prospectus nor a statement in Lieu of Prospectus)
Dated: March 22, 2017
91
Remuneration Paid to the Directors during Financial Year 2014-15:
(Rs in lacs)
Director Tenure of
appointment
Salary /
Perquisites
Incentive/
Commission
Sitting Fee
Total
Anil Agarwal NA
Arun Todarwal
5 years w.e.f. April
1, 2014
10.00 4.70 14.70
A. R.
Narayanaswamy
10.00 4.70 14.70
C V Krishnan 4.00 4.00
Pravin Agarwal 3 years w.e.f
October 30, 2012
691.00 70.00 761.00
Anand Agarwal 3 years w.e.f. July
30, 2012
251.00 65.00 316.00
Pratik Agarwal NA 10.00 1.50 11.50
Mrs. Avaantika
Kakkar
5 years w.e.f. Dec
29, 2014
5.00 0.60 5.60
Haigreve Khaitan Resigned w.e.f.
30/09/2014
5.00 5.00
Remuneration Paid to the Directors during Financial Year 2013-14:
(Rs in lacs)
Director Tenure of
appointment
Salary /
Perquisites
Incentive/
Commission
Sitting Fee
Total
Anil Agarwal NA
Arun Todarwal NA 7.50 2.50 10.00
A. R.
Narayanaswamy
7.50 2.30 9.80
C V Krishnan 1.70 1.70
Pravin Agarwal 3 years w.e.f
October 30, 2012
339.00 60.00 399.00
Anand Agarwal 3 years w.e.f. July
30, 2012
229.00 50.00 279.00
Pratik Agarwal NA 7.50 1.40 8.90
Haigreve Khaitan NA 4.50 4.50
3. Name and Address of the Valuer who performed valuation of the security offered
As the Issue of Debentures will be at par value, there will be no valuation for the Issue of
Debentures.
Private & Confidential – For Private Circulation Only
(This Information Memorandum is neither a Prospectus nor a statement in Lieu of Prospectus)
Dated: March 22, 2017
92
4. If the security is backed by a guarantee or letter of comfort or any other document /
letter with similar intent, a copy of the same shall be disclosed. In case such
document does not contain detailed payment structure (procedure of invocation of
guarantee and receipt of payment by the investor along with timelines), the same
shall be disclosed in the offer document.
Not applicable.
5. Details of acts of material frauds committed against the Issuer in the last three years,
if any, and if so, the action taken by the Issuer.
Not applicable.
6. Declaration by the Directors
(i) The Issuer has complied with the provisions of the New Companies Act and the
rules made thereunder;
(ii) The compliance with the New Companies Act and the rules made thereunder does
not imply that payment of interest or repayment of any Debentures is guaranteed
by the Central Government; and
(b) the monies received under the offer shall be used only for the purposes and
objects indicated in the Information Memorandum.
7. Terms of raising Debentures:
(a) Duration: Series 1 Debenture- 3 years from the Deemded Date of
Allotment.
Series II Debenture- 3 years and 6 months from the
Deemed Date of Allotment.
(b) Rate of Dividend: NIL
(c) Rate of Interest: Series I Debentures is 8.45% p.a; and
Series II Debentures is 8.45% p.a.
(d) Mode of payment and repayment: RTGS/NEFT
8. Principle terms of assets charged as security, if applicable: As per Security clause of this
Information Memorandum.
9. Disclosures pertaining to wilful default
(a) Name of the bank declaring the entity as a wilful defaulter: N.A.
(b) The year in which the entity is declared as a wilful defaulter: N.A.
(c) Outstanding amount when the entity is declared as a wilful defaulter: N.A.
(d) Name of the entity declared as a wilful defaulter: N.A.
Private & Confidential – For Private Circulation Only
(This Information Memorandum is neither a Prospectus nor a statement in Lieu of Prospectus)
Dated: March 22, 2017
93
(e) Steps taken, if any, for the removal from the list of wilful defaulters: N.A.
(f) Other disclosures, as deemed fit by the issuer in order to enable investors to take
informed decisions: N.A.
(g) Any other disclosure as specified by the Board: N.A.
10. Neither the Issuer nor any of its Promoters or Directors is a wilful defaulter.
Private & Confidential – For Private Circulation Only
(This Information Memorandum is neither a Prospectus nor a statement in Lieu of Prospectus)
Dated: March 22, 2017
94
ANNEXURE VIII
Certified true copy of the resolution August 30, 2016, of the shareholders of the
company u/s 42 of the Companies Act, 2013
(As attached herewith)
Private & Confidential – For Private Circulation Only
(This Information Memorandum is neither a Prospectus nor a statement in Lieu of Prospectus)
Dated: March 22, 2017
95
ANNEXURE IX
Certified true copy of resolution dated October 27, 2016 of the Board of Directors u/s 179 of
the Companies Act, 2013
(As attached herewith)
Private & Confidential – For Private Circulation Only
(This Information Memorandum is neither a Prospectus nor a statement in Lieu of Prospectus)
Dated: March 22, 2017
96
ANNEXURE X
The list of documents which has been executed or will be executed in connection with the issue
and subscription of the Debentures:
(i) Debenture Trustee Agreement;
(ii) Debenture Trust Deed;
(iii) Information Memorandum;
(iv) Deed of Hypothecation to be executed in respect of the hypothecation to be created over
the Hypothecated Assets and any mortgage deeds, memorandum of entries and director‟s
declarations to be executed or entered into in relation to the equitable mortgage to be
created on Mortgaged Premises II and all such other documents as may be
required/executed for creating / perfecting the Security Interest over the Secured Assets in
favour of the Debenture Trustee for the benefit of the Debenture Holders (and its
successors and assigns from time to time);
and such other documents/deed/agreement/undertaking/letters as may be specified by the
Debenture Trustee as the Transaction Documents.