kolte-patil developers limited cin ...kolte-patil developers limited cin: l45200pn1991plc129428...
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Dated: December 10, 2014
Kolte-Patil Developers Limited CIN: L45200PN1991PLC129428
Registered Office: 2nd Floor, City Point, Dhole Patil Road, Pune – 411 001, India Tel: +91 20 6622 6500
Fax: +91 20 6622 6511, E-mail: [email protected]
Corporate Office:
2nd Floor, City Point, Dhole Patil Road, Pune – 411 001, India Tel: +91 20 6622 6500 Fax: +91 20 6622 6511, E-mail: [email protected]
Website: www.koltepatil.com
PRIVATE PLACEMENT OF 750 (SEVEN HUNDRED AND FIFTY) SENIOR RATED SECURED REDEEMABLE LISTED TAXABLE NON-CONVERTIBLE DEBENTURES OF RS. 10,00,000/- (RUPEES TEN LAKHS ONLY) EACH FOR CASH AT PAR AGGREGATING UP TO RS.75,00,00,000/- (RUPEES SEVENTY FIVE CRORES ONLY) TO BE ISSUED IN 2 (TWO) SERIES, IN THE FORM OF SERIES I COMPRISING 400 (FOUR HUNDRED) SENIOR RATED SECURED REDEEMABLE LISTED TAXABLE NON-CONVERTIBLE DEBENTURES OF RS. 10,00,000/- (RUPEES TEN LAKHS ONLY) EACH FOR CASH AT PAR AGGREGATING UPTO RS. 40,00,00,000 (FORTY CRORES) (“SERIES I DEBENTURES) AND SERIES II COMPRISING 350 (THREE HUNDRED AND FIFTY) SENIOR RATED SECURED REDEEMABLE LISTED TAXABLE NON-CONVERTIBLE DEBENTURES OF RS. 10,00,000/- (RUPEES TEN LAKHS ONLY) EACH FOR CASH AT PAR AGGREGATING TO RS.35,00,00,000 (RUPEES THIRTY FIVE CRORES) (“SERIES II DEBENTURES”) TO BE ISSUED IN 2 (TWO) TRANCHES (THE “ISSUE”)
THIS SHELF INFORMATION MEMORANDUM IS PREPARED IN CONFORMITY WITH SECURITIES AND EXCHANGE BOARD OF INDIA (ISSUE AND LISTING OF DEBT SECURITIES) REGULATIONS, 2008 ISSUED
VIDE CIRCULAR NO. LAD-NRO/GN/2008/13/127878 DATED JUNE 06, 2008), AS AMENDED BY SECURITIES AND EXCHANGE BOARD OF INDIA (ISSUE AND LISTING OF DEBT SECURITIES)
(AMENDMENT) REGULATIONS, 2012 ISSUED VIDE CIRCULAR NO. LAD-NRO/GN/2012-13/19/5392 DATED OCTOBER 12, 2012 AND SECURITIES AND EXCHANGE BOARD OF INDIA (ISSUE AND LISTING OF DEBT
SECURITIES) (AMENDMENT) REGULATIONS, 2014 ISSUED VIDE CIRCULAR NO. LAD-NRO/GN/2013-14/43/207 DATED JANUARY 31, 2014 AND THE COMPANIES ACT, 2013 READ WITH THE COMPANIES (PROSPECTUS AND ALLOTMENT OF SECURITIES) RULES, 2014 AND PRIVATE PLACEMENT OFFER
LETTER AS PER FORM PAS-4 [PURSUANT TO SECTION 42 AND RULE 14(1) OF THE COMPANIES (PROSPECTUS AND ALLOTMENT OF SECURITIES) RULES, 2014]
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 Information Memorandum 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 Information Memorandum.
ISSUER’S ABSOLUTE RESPONSIBILITY The Issuer, having made all reasonable inquiries, accepts responsibility for and confirms, that the information
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contained in this Information Memorandum 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 Information Memorandum 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 Information Memorandum as a whole or any of such information or the expression of any such opinions or intentions misleading in any material respect.
CREDIT RATING:
The Debentures have been rated A+ by Credit Rating Information Services of India Limited (“CRISIL”). The rating is not a recommendation to buy, sell or hold securities and investors should take their own decision. The rating may be subject to revision or withdrawal at any time by the assigning rating agency and each rating should be evaluated independently of any other rating. CRISIL 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 BSE Limited (“BSE”).
Lead Arranger Registrar & Transfer Agent Debenture Trustee
KOTAK MAHINDRA BANK LIMITED 27BKC, Plot No. C - 27, G Block, Bandra Kurla Complex, Bandra East, Mumbai-400051 Tel: +91-22-61660538 Fax: +91-22-66596440 Website: www.kotak.com
Bigshare Services Private Limited E2/3 Ansa Industrial Estate, Sakivihar Road, Sakinaka, Andheri (E), Mumbai – 400072 Tel. 022-40430200 Website: www.bigshareonline.com Email: [email protected]
IL&FS Trust Company Limited The IL&FS Financial Center Plot No. C–22, G Block, Bandra Kurla Complex Bandra(E), Mumbai 400051 Tel: +91 22 2659 3612 Fax: +91 22 2659 3297 [email protected]
Auditors Company Secretary Compliance Officer
M/s. Deloitte Haskins & Sells LLP. 706-B Wing, 7th Floor, ICC Trade Tower, International Convention Centre, Senapati Bapat Road, Pune – 411016
Mr. Vinod Patil Kolte-Patil Developers Limited 2nd Floor, City Point, Dhole Patil Road, Pune – 411001 Tel. No. 020-66226500 Email:[email protected]
Mr. Vinod Patil Kolte-Patil Developers Limited 2nd Floor, City Point, Dhole Patil Road, Pune – 411001 Tel. No. 020-66226500 Email:[email protected]
For Series I Debentures Issue Opens On For Series II Debentures Issue Opens On
December 11, 2014 [●]
For Series I Debentures Issue Closing Date For Series II Debentures Issue Closing Date
December 11, 2014 [●]
For Series I Debentures Deemed Date of Allotment For Series II Debentures Deemed Date of Allotment
December 11, 2014 [●]
The Issuer reserves the right to change the Issue Closing Date and in such an event, the Deemed Date of Allotment for the Debentures may also be revised by the Issuer at its sole and absolute discretion. In the event of
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any change in the above issue programme, the Issuer will intimate the investors about the revised issue programme.
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DEFINITIONS / ABBREVIATIONS In the Information Memorandum, the expressions listed below shall have the following meanings:
“Act" shall mean the Companies Act, 1956 and to the extent repealed and replaced by the Companies Act, 2013, shall mean the Companies Act, 2013; “Affiliate” in relation to a Person means,
(i) if the said Person is a corporate entity, shall mean any entity or Person, which controls, is controlled by, or is under the common control as the said Person;
(ii) if the said Person is an individual, shall mean any relative or any other entity or Person, which is controlled by such Person or a relative of such Person (as defined under the Act);
(iii) in any other case shall mean any Person controlled by said Person; For the purpose of this definition of Affiliate, “control” together with grammatical variations when used with respect to any Person, means the power to direct the management and policies of such Person, directly or indirectly, whether through the ownership of the vote carrying securities, by contract or otherwise howsoever; “Beneficial Owner(s)” means holder(s) of Debentures holding Debenture(s) in dematerialized form (Beneficial Owner of the Debenture(s) as defined in clause (a) of sub-section of Section 2 of the Depositories Act, 1996); “Board” or “Board of Directors” means the Board of Directors of Issuer or any Committee formed by the Board of Directors; “BSE” means BSE Limited; “Business Day” means any day of the week (excluding Sundays and any day which is a public holiday for the purpose of Section 25 of the Negotiable Instruments Act, 1881 (26 of 1881) in Mumbai, shall be a business day for the purpose of the Transaction Documents; “CDSL” means the Central Depository Services (India) Limited; “Debenture holder(s)" means the several persons who are, for the time being, holders of the Debentures and who are identified in the Register of Debenture holder(s) of the Issuer as holders of the respective Debentures for the time being; “Debenture Outstandings” shall mean any and all amounts payable by the Issuer to the Debenture holders and/or the Debenture Trustee in relation to the Debentures pursuant to the terms of the relevant Transaction Documents, including, without limitation:
(i) the principal of and redemption premium in respect of Debentures, and all other obligations and liabilities of the Issuer, including interest on subscription monies, default interest, if any, prepayment interest, indemnities, liquidated damages, remuneration payable to the Trustee, expenses, fees, interest and penalties, incurred under, arising out of or in connection with the Debentures;
(ii) any and all sums advanced by the Trustee in order to preserve the Security Cover created/to be created by the Issuer in relation to the Debentures; and
(iii) in the event of any proceedings for the collection and/or enforcement of the Debenture Outstanding, after an Material Event of Default shall have occurred, the expenses of retaking, holding, preparing for sale, selling or otherwise disposing of or realizing the Security Cover or any part thereof, created/to be created by the Issuer, or of any exercise of the Debenture Trustee of its right under the relevant Transaction Documents, together with legal fees and court costs;
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“Debt Securities” means non-convertible debt securities, which create or acknowledge indebtedness and include debenture, bonds and such other securities of the Issuer, whether constituting a charge on the assets of the Issuer or not, but excludes security receipts and securitized debt instruments; “Deemed Date of Allotment” means Series I Debentures Deemed Date of Allotment and / or Series II Debentures Deemed Date of Allotment as the context may require; “Debenture Trust Deed cum Mortgage” means the debenture trust deed executed between the Issuer , the Debenture Trustee and Harshwardhan Co-operative Housing Society (confirming party) pursuant to which the Debentures are to be issued; "Debenture Holders" means initially the persons who are the subscribers to the Debentures and for the time being holders of the Debentures and shall include Series I Debenture Holders and Series II Debenture Holders and any transferees or assigns of the said Debenture Holders, each of whom are registered as a holder of Debenture(s) in the Register of Debenture Holders; “Escrow Agreement” means the escrow agreement dated December 10, 2014 to be executed by and between the Company, the Debenture Trustee and the Escrow Bank for setting out the manner in which the Escrow Account(s) shall be operated; “Escrow Bank” means Kotak Mahindra Bank Limited; “Escrow Accounts” shall mean and include one or more of the following: Project Escrow Account, Surplus Account and Project NCD Account, as the context may require; “Depository” means a depository registered with SEBI under the SEBI (Depositories and Participant) Regulations, 1996, as amended, modified or supplemented from time to time; “FII” means Foreign Institutional Investor (as defined under the Securities and Exchange Board of India (Foreign Institutional Investors) Regulations, 1995) registered with SEBI; “Financial Indebtedness” means in relation to any Person any indebtedness of such Person for or in respect of:
(i) moneys borrowed; (ii) any amount availed of by acceptance of any credit facility; (iii) any amount raised pursuant to the issuance of any notes, bonds, debentures, loan stock or any
other similar securities or instruments; (iv) shares which are expressed to be redeemable; (v) the amount of any liability in respect of any lease or hire purchase contract which would, in
accordance with generally accepted principles of accounting in India, be treated as a finance or capital lease;
(vi) receivables assigned, sold or discounted (other than any receivables to the extent that they are sold on a non-recourse basis);
(vii) any amount raised under any other transaction (including any forward sale or purchase agreement) having the commercial effect of a borrowing;
(viii) any derivative transaction entered into in connection with protection against or benefit from fluctuation in price (and, when calculating the value of any derivative transaction, only the marked to market value shall be taken into account);
(ix) any counter-indemnity obligation in respect of a guarantee, indemnity, bond, standby or documentary letter of credit or any other instrument issued by a bank or financial institution;
(x) the amount of any liability under an advance or deferred purchase agreement if one of the primary reasons behind the entry into such agreement is to raise finance; or
(xi) (without double counting) the amount of any liability in respect of any guarantee or indemnity for any of the items referred to in paragraphs (i) to (x) above
“Financial Year” means the Financial Year ending March 31 of the relevant financial year, unless specified otherwise;
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“Final Maturity Date” means the final date by which the Company shall have fully redeemed the Debentures which date shall be not be later than 36 (Thirty Six) months from the Deemed Date of Allotment of the Debentures subject to: (i) an early redemption event and (ii) upon the Mandatory Cash Sweep being converted into a Mandatory Prepayment, by the Debenture Trustee upon the instructions received from all the Debenture Holders in accordance with the terms of the Debenture Trust Deed;“Indian GAAP” means the generally accepted accounting practices in India; “Shelf Information Memorandum” means the Information Memorandum dated December 10, 2014 for Private Placement of 750 (Seven Hundred and Fifty) Senior Rated Secured Redeemable Listed Taxable Non-Convertible Debentures of Rs. 10,00,000/- (Rupees Ten Lakhs only) each for cash at par aggregating to Rs.75,00,00,000/- (Rupees Seventy Five Crores only) to be issued in the form of Series I Debentures and Series II Debentures; “Interest/Coupon Payment Date” shall mean the coupon rate of 12.25% (Twelve decimal Two Five per cent) per annum payable quarterly in respect of the Debentures. “The Issue”/“The Offer”/“Private Placement” means private placement of 750 (Seven Hundred and Fifty) Senior Rated Secured Redeemable Listed Taxable Non-Convertible Debentures of Rs. 10,00,000/- (Rupees Ten Lakhs only) each for cash at par aggregating to Rs.75,00,00,000/- (Rupees Seventy Five Crores only) to be issued in Series I Debentures and Series II Debentures; “Issuer”/”Company” means Kolte-Patil Developers Limited and includes its successors, transferees and permitted assignees from time to time; “I.T. Act” means the Income-tax Act, 1961 as amended from time to time; “Listing Agreement” means the Listing Agreement for Debt Securities issued by Securities and Exchange Board of India, from time to time; “Mortgaged Property” means the property that is being mortgaged in terms of the Debenture Trust Deed; “NCD(s)” or “Debenture(s)” means the 750 (Seven Hundred and Fifty) senior secured rated listed taxable redeemable non -convertible debentures each having a face value of Rs. 10,00,000/- (Rupees Ten Lakh only) and aggregating up to Rs. 750,00,00,000/- (Rupees Seventy Five Crore) comprising of Series I Debentures and Series II Debentures to be issued by Kolte-Patil Developers Limited and offered through private placement route under the terms of this Shelf Information Memorandum; “NSDL” means the National Securities Depository Limited; “PAN” means Permanent Account Number; “Persons” shall include an individual, natural person, society, trust, corporation, partnership, limited liability partnership, joint venture, incorporated or unincorporated body or association, company, Government and in case of a company and a body corporate shall include their respective successors and assigns and in case of any individual his/her respective legal representative, administrators, executors and heirs and in case of trust shall include the trustee(s) for the time being and from time to time. The term “Persons” shall be construed accordingly; “Project” means - Project Jazz 2 located at Pimple, Nilakh in Pune collectively more particularly described in Annexure 9; “Project Jazz 2” means the project undertaken by the Company at the premises identified under the description of the Mortgaged Property, the details of which are provided in Annexure 9; “Project Documents” means and includes the Project Jazz 2 title documents, any other deed, agreement, writing, regulations relating to but not limited to civil works, electrical, plumbing, designing, engineering contracts, agreements with architects, civil engineers, technology providers, or relating to any operations or maintenance
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and any other agreements or contracts entered into by the Issuer with any parties for and in relation to the Project; “Project Escrow Account” means the account opened / to be opened by the Company with the Escrow Bank and operated by the Debenture Trustee in accordance with the terms hereof and the Escrow Agreement in respect of Project Jazz 2; “Project NCD Account” means the account opened / to be opened by the Company with the Escrow Bank and operated by the Debenture Trustee in accordance with the terms hereof and the Escrow Agreement, “Promoter” mean the promoters of the Issuer being Mr. Rajesh Patil, Mr. Naresh Patil and Mr. Milind Kolte. “Promoter Group” means the promoter group of the Issuer, namely Mrs. Sunita Patil, Mrs. Vandana Patil, Mrs. Sunita Kolte and Ms. Ankita Patil. “Rate of Interest” means coupon rate of 12.25% (Twelve decimal Two Five per cent) per annum payable quarterly in respect of the Debentures “RBI” means Reserve Bank of India; “Record Date” shall, with respect to any due date, shall mean the later of: (i) the Monday of the week in which the due date falls; or (ii) 2 (Two) calendar days prior to the due date in question, on the basis of which the determination of the Persons entitled to receive payment of coupon, redemption of principal and other payments, if any, as the case may be, in respect of the Debentures shall be made; “Redemption Date / Maturity Date” means the date of redemption of the Debentures. “Register of Debenture holders” means the register of holders of the Debentures as specified under Section 88 of the Companies Act, 2013 and for the purposes of these Debentures, the record maintained by the respective depositories under the Depositories Act, 1996 shall be deemed to be the Register of Debenture holders; “Registrar” means M/s. Bigshare Services Private Limited; “RTGS” means Real Time Gross Settlement; “SEBI” means the Securities and Exchange Board of India; and “SEBI Regulations” means the 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 and shall include amendments made by SEBI from time to time; “Security Cover” means the properties, which are being mortgaged in terms of the Transaction Documents and shall include the properties described in of the Annexure 8; “Series I Debentures” means 400 (Four Hundred) senior rated secured redeemable listed taxable non-convertible debentures of Rs. 10,00,000/- (Rupees Ten Lakhs only) each for cash at par aggregating upto Rs. 40,00,00,000 (Rupees Forty Crores only) to be issued by the Issuer under the Debenture Trust Deed; “Series II Debentures” 350 (Three Hundred And Fifty) senior rated secured redeemable listed taxable non-convertible debentures of Rs. 10,00,000/- (Rupees Ten Lakhs only) each for cash at par aggregating to Rs.35,00,00,000 (Rupees Thirty Five Crores only) to be issued by the Issuer under the Debenture Trust Deed; “Series I Debenture Holders” means the holder of Series I Debentures; “Series II Debenture Holders” mean the holder of Series II Debentures;
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“Series I Debentures Deemed Date of Allotment” means the date on which the subscribers to the Series I Debentures shall have remitted the subscription amount irrespective of the date on which the letter of allotment is issued that is December 11, 2014; “Series II Debentures Deemed Date of Allotment” means the date on which the subscribers to the Series II Debentures shall have remitted the subscription amount irrespective of the date on which the letter of allotment is issued; “Surplus Account” shall mean the account opened by the Company with the Escrow Bank and which shall be operated on the terms and conditions mentioned in the Debenture Trust Deed and the Escrow Agreement; “Transaction Documents” shall include this Shelf Information Memorandum, the Debenture Trustee Agreement, the Debenture Trust Deed, the Escrow Agreement and any and all agreements or documents executed, or issued, in relation to the Debentures; “Trustee” or “Debenture Trustee” means IL & FS Trust Company Limited. Any capitalised terms used in the Information Memorandum and not defined in this section shall have the respective meanings assigned to them under the remaining section hereunder.
1 Words denoting singular only shall include plural and vice-versa. 2 Words denoting one gender only shall include the other gender. 3 All references in these presents to any provision of any statute shall be deemed also to refer to the statute,
modification or re-enactment thereof or any statutory rule, order or regulation made thereunder or under such re-enactment.
4 The headings in these sections are inserted for convenience only and shall be ignored in construing and
interpreting the section.
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GENERAL DISCLAIMER This private placement information memorandum (hereinafter referred to as the “Information Memorandum”) is neither a prospectus nor a statement in lieu of a prospectus. The offering of senior, rated, listed, secured, taxable. redeemable, non-convertible debentures (hereinafter referred to as “Debentures”) which are secured by the Security Cover, to be listed on the Wholesale Debt Market (“WDM”) segment of the Bombay Stock Exchange (the “BSE”), is being made strictly on a private placement basis. Disclaimer of the Arrangers The role of the Lead Arrangers in the assignment is confined to marketing and placement of the Debentures on the basis of this Information Memorandum as prepared by the Issuer. The Lead Arrangers have neither scrutinized nor vetted nor reviewed nor have they done any due-diligence for verification of the contents of this Information Memorandum. The Lead Arrangers shall use this Information Memorandum for the purpose of soliciting subscription(s) from Eligible Investors in the Debentures to be issued by the Issuer on a private placement basis. It is to be distinctly understood that the aforesaid use of this Information Memorandum by the Lead Arrangers should not in any way be deemed or construed to mean that the Information Memorandum has been prepared, cleared, approved, reviewed or vetted by the Lead Arrangers; nor should the contents to this Information Memorandum in any manner be deemed to have been warranted, certified or endorsed by the Lead Arrangers so as to the correctness or completeness thereof. The Issuer has prepared this Information Memorandum and the Issuer is solely responsible and liable for its contents. The Issuer will comply with all laws, rules and regulations and has obtained all regulatory, governmental, corporate and other necessary approvals for the issuance of the Debentures. The Issuer confirms that all the information contained in this Information Memorandum has been provided by the Issuer or is from publicly available information, and such information has not been independently verified by the Lead Arrangers. No representation or warranty, expressed or implied, is or will be made, and no responsibility or liability is or will be accepted, by the Lead Arrangers or their Affiliates for the accuracy, completeness, reliability, correctness or fairness of this Information Memorandum or any of the information or opinions contained therein, and the Lead Arrangers hereby expressly disclaims any responsibility or liability to the fullest extent for the contents of this Information memorandum, whether arising in tort or contract or otherwise, relating to or resulting from this Information Memorandum or any information or errors contained therein or any omissions therefrom. Neither the Lead Arrangers nor their affiliates, nor their directors, employees, agents or representatives shall be liable for any damages whether direct or indirect, incidental, special or consequential including lost revenue or lost profits that may arise from or in connection with the use of this document. By accepting this Information Memorandum, the Eligible Investor accepts terms of this Disclaimer Clause of Lead Arrangers, which forms an integral part of this Information Memorandum and agrees that the Lead Arrangers will not have any such liability. The Eligible Investors should carefully read this Information Memorandum. This Information Memorandum is for general information purposes only, without regard to specific objectives, suitability, financial situations and needs of any particular person and does not constitute any recommendation by the Arrangers and the Eligible Investors are not to construe the contents of this Information Memorandum as investment, legal, accounting, regulatory or Tax advice, and the Eligible Investors should consult with its own advisors as to all legal, accounting, regulatory, Tax, financial and related matters concerning an investment in the Debentures. This Information Memorandum should not be construed as an offer to sell or the solicitation of an offer to buy, purchase or subscribe to any securities mentioned therein, and neither this document nor anything contained herein shall form the basis of or be relied upon in connection with any contract or commitment whatsoever. This Information Memorandum is confidential and is made available to potential investors in the Debentures on the understanding that it is confidential. Recipients are not entitled to use any of the information contained in this Information Memorandum for any purpose other than in assisting to decide whether or not to participate in the Debentures. This document and information contained herein or any part of it does not constitute or purport to constitute investment advice in publicly accessible media and should not be printed, reproduced, transmitted, sold, distributed or published by the recipient without the prior written approval from the Lead Arranger and the Issuer. This Information Memorandum has not been approved and will or may not be reviewed or approved by any statutory or regulatory authority in India or by any Stock Exchange in India. This document may not be all inclusive and may not contain all of the information that the recipient may consider material.
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Each person receiving this Information Memorandum acknowledges that: 1. Such person has been afforded an opportunity to request and to review and has received all additional
information considered by it to be necessary to verify the accuracy of or to supplement the information herein; and
2. Has not relied on the Lead Arrangers and/or its affiliates that may be associated with the Debentures in
connection with its investigation of the accuracy of such information or its investment decision. Issuer hereby declares that the Issuer has exercised due-diligence to ensure complete compliance of applicable disclosure norms in this Information Memorandum. The Lead Arrangers: (a) are not acting as trustee or fiduciary for the investors or any other person; and (b) are under no obligation to conduct any "know your customer" or other procedures in relation to any person. The Lead Arrangers are not responsible for (a) the adequacy, accuracy and/or completeness of any information (whether oral or written) supplied by the Issuer or any other person in or in connection with this Information Memorandum; or (b) the legality, validity, effectiveness, adequacy or enforceability of this Information Memorandum or any other agreement, arrangement or document entered into, made or executed in anticipation of or in connection with this Information Memorandum; or (c) any determination as to whether any information provided or to be provided to any investor is non-public information the use of which may be regulated or prohibited by applicable law or regulation relating to insider dealing or otherwise. The Lead Arrangers or any of their directors, employees, affiliates or representatives do not accept any responsibility and/or liability for any loss or damage arising of whatever nature and extent in connection with the use of any of the information contained in this document. By accepting this Information Memorandum, investor(s) agree(s) that the Lead Arranger will not have any such liability. Please note that: (a) the Lead Arranger and/or their affiliates may, now and/or in the future, have other investment and
commercial banking, trust and other relationships with the Issuer and with other persons ("Other Persons");
(b) as a result of those other relationships, the Lead Arranger and/or their affiliates may get information
about Other Persons, the Issuer and/or the Issue or that may be relevant to any of them. Despite this, the Lead Arranger and/or their affiliates will not be required to disclose such information, or the fact that it is in possession of such information, to any recipient of this Information Memorandum;
(c) the Lead Arranger and/or their affiliates may, now and in the future, have fiduciary or other relationships
under which it, or they, may exercise voting power over securities of various persons. Those securities may, from time to time, include securities of the Issuer; and
(d) the Lead Arranger and/or their affiliates may exercise such voting powers, and otherwise perform its
functions in connection with such fiduciary or other relationships, without regard to its relationship to the Issuer and/or the securities.
Disclaimer of the Debenture Trustee The Trustee does not confer any guarantee and will not be responsible for any non-payment of interest and redemption and or any loss suffered or any claim made by Debenture Holder(s). Disclaimer of the Rating Agency CRISIL has assigned the rating based on the information obtained from the issuer and other reliable sources, which are deemed to be accurate. CRISIL has taken considerable steps to avoid any data distortion; however, it does not examine the precision or completeness of the information obtained. And hence, the information in this report is presented “as is” without any express or implied warranty of any kind. CRISIL does not make any representation in respect to the truth or accuracy of any such information. The rating assigned by CRISIL should
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be treated as an opinion rather than a recommendation to buy, sell or hold the rated instrument and CRISIL shall not be liable for any losses incurred by users from any use of this report or its contents. CRISIL has the right to change, suspend or withdraw the ratings at any time for any reasons. Disclaimer of the Stock Exchange As required, a copy of this Information Memorandum has been submitted to BSE for hosting the same on its website. It is to be distinctly understood that such submission of the document with BSE or hosting the same on its website should not in any way be deemed or construed that the document has been cleared or approved by BSE; nor does it in any manner warrant, certify or endorse the correctness or completeness of any of the contents of this document; nor does it warrant that this Issuer’s securities will be listed or continue to be listed on the BSE; nor does it take responsibility for the financial or other soundness of this Issuer, its promoters, its management or any scheme or project of the Issuer. Every person who desires to apply for or otherwise acquire any securities of this Issuer may do so pursuant to independent inquiry, investigation and analysis and shall not have any claim against the Exchange whatsoever by reason of any loss which may be suffered by such person consequent to or in connection with such subscription/ acquisition whether by reason of anything stated or omitted to be stated herein or any other reason whatsoever. Disclaimer of the Securities and Exchange Board of India This Information Memorandum has not been filed with Securities & Exchange Board of India (“SEBI”). The Securities have not been recommended or approved by SEBI nor does SEBI guarantee the accuracy or adequacy of this document. It is to be distinctly understood that this document should not, in any way, be deemed or construed that the same has been cleared or vetted by SEBI. SEBI does not take any responsibility either for the financial soundness of any scheme or the project for which the Issue is proposed to be made, or for the correctness of the statements made or opinions expressed in this document. The issue of Debentures being made on a Private Placement basis, filing of this document is not required with SEBI; however SEBI reserves the right to take up at any point of time, with the Issuer, any irregularities or lapses in this document. Disclaimer of the Issuer The Issuer confirms that, as of the date hereof, this Information Memorandum (including the documents incorporated by reference herein, if any) contains all information that is material in the context of the Issue and sale of the Debentures, is accurate in all material respects and does not contain any untrue statement of a material fact or omit to state any material fact necessary to make the statements herein, in the light of the circumstances under which they are made, not misleading. The Issuer accepts no responsibility for statements made otherwise than in this Information Memorandum or any other material issued by or at the instance of the Issuer and anyone placing reliance on any other source of information would be doing so at his/her/their own risk.
FORWARD LOOKING STATEMENTS All statements in this Information Memorandum that are not statements of historical fact constitute “forward looking statements”. Readers can identify forward-looking statements by terminology like “aim”, “anticipate”, “intend”, “believe”, “continue”, “estimate”, “expect”, “may”, “objective”, “plan”, “potential”, “project”, “pursue”, “shall”, “should”, “will”, “would” or other words or phrases of similar import. All statements regarding the Issuer’s expected financial condition and results of operations, business, plans and prospects are forward looking statements. These forward looking statements and any other projections contained in this Information Memorandum (whether made by the Issuer or any third party) are predictions and involve known and unknown risks, uncertainties and other factors that may cause the Issuer’s actual results, performance and achievements to be materially different from any future results, performance or achievements expressed or implied by such forward looking statements or other projections. The forward looking statements contained in this Information Memorandum are based on the beliefs of the management of the Issuer, as well as the assumptions made by and information available to management as at the date of this Information Memorandum. There can be no assurance that the expectations will prove to be
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correct. The Issuer expressly disclaims any obligation or undertaking to release any updated information or revisions to any forward looking statements contained herein to reflect any changes in the expectations or assumptions with regard thereto or any change in the events, conditions or circumstances on which such statements are based. Given these uncertainties, recipients are cautioned not to place undue reliance on such forward looking statements. All subsequent written and oral forward looking statements attributable to the Issuer are expressly qualified in their entirety by reference to these cautionary statements.
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RISK FACTORS
I. RISK FACTORS The Issuer believes that the following factors may affect its ability to fulfil its obligations in respect of 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. The Issuer believes that the factors described below represent the principal risks inherent in investing in the Debentures, but the inability of the Issuer, as the case may be, to pay principal or other amounts on or in connection with any Debentures may occur for other reasons and the Issuer does not represent that the statements below regarding the risks of holding any Debentures are exhaustive. Potential investors should perform their own independent investigation of the financial condition and affairs of the Issuer, and their own appraisal of the creditworthiness of the Issuer. Potential investors should consult their own financial, legal, tax and other professional advisors as to the risks and investment considerations with respect to the Debentures. Potential investors should thereafter reach their own views prior to making any investment decision. Unless the context requires otherwise, the risk factors described below apply to the Issuer only. If any one of the following stated risks actually occur, the Issuer’s business, financial conditions and results of operations or the value of the Security Cover securing the Debentures could suffer and therefore the value of and/or the potential investors’ recovery from, the Issuer’s Debentures could decline. POTENTIAL INVESTORS ARE ADVISED TO CAREFULLY READ THESE PRINCIPAL RISKS ASSOCIATED WITH THE DEBENTURES. THESE RISKS ARE NOT, AND ARE NOT INTENDED TO BE, A COMPLETE LIST OF ALL RISKS AND CONSIDERATIONS RELEVANT TO THE DEBENTURES OR THE POTENTIAL INVESTOR’S DECISION TO PURCHASE THE DEBENTURES. Please note that unless specified or quantified in the relevant risk factors, the Issuer is not in a position to quantify the financial or other implications of any risk mentioned herein below: (a) Repayment of principal or interest is subject to the credit risk of the Issuer. Potential investors should be aware that receipt of the interest, principal amount and any other amounts that may be due in respect of the Debentures is subject to the credit risk of the Issuer and the potential investors assume the risk that the Issuer may not be able to satisfy their obligations under the Debentures. In the event that bankruptcy proceedings or composition, scheme of arrangement or similar proceedings to avert bankruptcy are instituted by or against the Issuer, the payment of sums due on the Debentures may be substantially reduced or delayed. (b) Debentures may be illiquid in the secondary market. The Debentures may be very illiquid and no secondary market may develop in respect thereof. Even if there is a secondary market for the Debentures, it is not likely to provide significant liquidity. Potential investors may have to hold the Debenture until redemption to realize any value. (c) Tax Considerations and Legal Considerations Special tax considerations and legal considerations may apply to certain types of potential investors. Potential investors are urged to consult with their own financial, legal, tax and other professional advisors to determine any financial, legal, tax and other implications of this investment. (d) Accounting Considerations Special accounting considerations may apply to certain types of taxpayers. Potential investors are urged to consult with their own accounting advisors to determine implications of this investment. (e) Security Cover maybe insufficient to redeem the Debentures
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The Debentures are inter alia secured by the Security Cover as described in Annexure 8. The Security Cover is a first exclusive pari passu mortgage over of the Security Cover. In the event that the Issuer is unable to meet its payment and other obligations towards potential investors under the terms of the Debentures, the Trustee may enforce the Security Cover created in respect of Security Cover. The potential investors’ recovery in relation to the Debentures will be subject to (i) the market value of the Security Cover, and (ii) finding a willing buyer for the Security Cover at a price sufficient to repay the potential investors’ amounts outstanding under the Debentures. (f) Security Cover pari passu The Mortgage to be created over the Mortgaged Property in terms of the Transaction Documents shall secure the obligations of the Issuer with respect to the Debentures on a pari passu basis. (g) Material changes in regulations to which the Issuer are subject could impair the Issuer’s ability to meet payments or other obligations. The Issuer is subject generally to changes in Indian law, as well as to changes in government regulations and policies and accounting principles. Any changes in the regulatory framework could adversely affect the profitability of the Issuer or its future financial performance, by requiring a restructuring of its activities, increasing costs or otherwise. (h) Legality of Purchase Potential investors of the Debentures will be responsible for the lawfulness of the acquisition of the Debentures, whether under the laws of the jurisdiction of its incorporation or the jurisdiction in which it operates or for compliance by that potential investor with any law, regulation or regulatory policy applicable to it. (i) Property records Property records in India have not been fully computerized and are generally maintained manually through physical records of all land related documents, which are also manually updated. This updating process can take a significant amount of time and can result in inaccuracies or errors and increase the difficulty of obtaining property records and/or materially impact our ability to rely on them. (j) Regulatory Risk Real estate projects and especially those related to slum rehabilitation / redevelopment projects are exposed to various regulatory changes (including but not limited to FSI (Floor Space Index) approvals, construction linked with rehabilitation, project development, height approvals, completion certificates / occupation certificate). (k) Project Related Risks The Project like any other land development project carries associated risks and delays which could hamper the cash flows from the Project and thus the ability of the Issuer to meet its servicing obligations. Non-compliance with the terms and conditions of the Project Documents may attract penalties and may adversely affect the ability of the Issuer to develop the Project and may further affect its rights over the same. (l) Litigations Property litigations in India can be uncertain and resolution of the same may take several years and be subject to considerable expenses. (m) Management’s perception of risk factors
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The risk factors enumerated in this Information Memorandum are based on the beliefs of the management of the Issuer, as well as the assumptions made by and information available to management as at the date of this Information Memorandum. II. External Risks
A. Regulatory Changes
These risks may arise if various concerned authorities amend the regulatory framework including regulations pertaining to direct and indirect taxation, which could impact the Issuer and its business.
B. General Risks
Investors are advised to read the risk factors carefully before taking an investment decision in this issue. For taking an investment decision, investors must rely on their own examination of the issue and the Information Memorandum, including the risks involved. The issue has not been recommended or approved by SEBI nor does SEBI guarantee the accuracy or adequacy of this Information Memorandum.
I. NAME, ADDRESS & REGISTERED OFFICE OF THE ISSUER SUMMARY INFORMATION OF THE ISSUER Name of the Issuer: KOLTE-PATIL DEVELOPERS LIMTIED Registered Office: 2nd Floor, City Point, Dhole Patil Road, Pune – 411 001, India Telephone: +91 20 66226500; Fax: 91 20 66226511 Corporate Office: 2nd Floor, City Point, Dhole Patil Road, Pune – 411 001, India Telephone:91 20 66226500; Fax: 91 20 66226511 E-mail: [email protected] Website: www.koltepatil.com Date of Incorporation of the Issuer: November 25, 1991 Compliance Officer for the Issue Mr. Vinod Patil Kolte-Patil Developers Limited 2nd Floor, City Point, Dhole Patil Road, Pune – 411 001, India Telephone:+91 20 66226500; Fax: +91 20 66226511 Email: [email protected] Investors can contact the Compliance Officer in case of any pre-Issue or post-Issue related problems such as non-receipt of letters of allotment, credit of debentures, interest on application money etc in the respective beneficiary account or refund orders, etc. Chief Financial Officer
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Ms. Shraddha Jain 2nd Floor, City Point, Dhole Patil Road, Pune – 411 001, India Telephone: +91 20 66226500; Fax: +91 20 66226511 E-mail: [email protected] Lead Arrangers KOTAK MAHINDRA BANK LIMITED 27 BKC, Plot No. C - 27, G Block, Bandra Kurla Complex, Bandra East, Mumbai-400051 Tel: +91-22-61660538 Fax: +91-22-66596440 Website: www.kotak.com Debenture Trustee for the Debenture holders IL&FS Trust Company Limited The IL&FS Financial Center Plot No. C–22, G Block, Bandra Kurla Complex Bandra(E), Mumbai 400051 Tel: +91 22 2659 3612 Fax: +91 22 2659 3297 [email protected] Registrar to the Issue M/s. Bigshare Services Private Limited E 2/3, Ansa Industrial Estate, Sakivihar Road, Sakinaka, Andheri(E), Mumbai -400072 Telephone: +91 22-40430200 Fax: +91 22-28475207 E-mail: [email protected] Website: www.bigshareonline.com Credit rating agency (ies) to the Issue
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Rating agency Sudip Sural Senior Director - CRISIL Ratings Phone:+91 124 672 2000 Email: [email protected] Manoj Damle Director - CRISIL Ratings Phone:+91 22 3342 3342 Email: [email protected] Auditors of the Issuer M/s. Deloitte Haskins & Sells LLP 706-B Wing, 7th Floor, ICC Trade Tower, International Convention Centre, Senapati Bapat Road, Pune – 411016 Telephone: +91 20 66244600; Fax: + 91 20 66244605 Email: [email protected] II. BRIEF SUMMARY OF THE BUSINESS / ACTIVITIES OF THE ISSUER AND ITS LINE OF BUSINESS OVERVIEW We are a leading Pune-based real estate company incorporated in 1991. Kolte-Patil is a well-reputed, trusted name with a reputation for high quality standards, design uniqueness, transparency and the delivery of projects in a timely manner. The company has developed and constructed 48 projects including 35 residential complexes, 9 commercial complexes, and 4 information technology parks covering a saleable area (KPDL share) of over 10 million square feet across Pune and Bengaluru. The company has been accredited in the real estate and construction industry with an ISO 9001 (2008 series) certification since May 2002. The company has also fostered several long-term relationships with major financial institutions like ICICI Ventures and Yatra Capital, development and strategic partners like Portman Holdings, constructions partners like ANC Holdings (Dubai), real estate funds and individual investors as joint venture partners and co-investors in future projects. These partnerships are in line with the core strategy of equity led expansion, improve levels of corporate governance, increase sourcing and execution capabilities, help de-risk large scale project execution and facilitate expansion in newer markets. Consolidating its leadership position in the Pune real estate market, the Company is expanding in the high demand Bengaluru market, leveraging 19 years of presence in this market. The company has also recently forayed into the Mumbai market where the initial market entry focus will be on low risk society re-development projects. The Mumbai foray is a long term strategy for the Company which will facilitate margin expansion going forward and reduce its working capital cycle. The Company also believes in following best-in-class practices across every corporate decision. These include fairness in corporate practices, strong internal controls, Board constitution with 50% Independent Directors, managerial remuneration closely linked with earnings, maintaining conservative accounting practices and upholding minority shareholder interest across every decision. The Company has appointed Deloitte and KPMG as statutory and internal auditors respectively. We have into Joint Venture Agreements (JV) with ICICI Venture Funds Management Company Limited for development of two integrated Townships at Hinjewadi (Life Republic) and Wagholi (Ivy Estates). Also have JV with Portman Holdings for the development of projects at NIBM Road (Margosa Height /Florence) and Kharadi
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(Tuscan Estates), JV with Yatra Capital for the development of project at Kharadi (Down Town) and JV with ASK capital for the development of project at Kondhwa. INDUSTRY OVERVIEW The real estate sector is one of the pillars of the Indian economy having a significant share in GDP growth, employment, banking & finance, foreign direct investment (FDI) and various other sectors. The report, “Assessing the Economic Impact of India’s Real Estate Sector”, released by the Ministry of Housing and Urban Poverty Alleviation, estimates that the sector accounted for around 6.3% of India’s GDP in FY13. It also stated that the sector is the second largest employment generator after agriculture. According to the report, real estate generated approximately 7.6 million jobs in 2013. Hence, the long-standing prospects of the sector remain intact and will continue to be a key driver towards overall economic growth.
Source – Quarterly index by AC Neilson However, the sector has been facing a slowdown in the recent years. In FY14, sluggish income growth, sustained weakness in the rupee, approval delays, spiraling inflation and high borrowing costs dented consumer sentiment. This reflected in subdued absorption rates and elevated unsold inventory levels. Liquidity in the sector also remained tight, as banks continued to be selective in extending loans to the industry in the light of rising NPA’s. FDI inflow in real estate saw a significant decline of over 57% in FY13. FY14 saw a further dip, with FDI inflows declining over 8% year-on-year at ~ US$ 1.22 billion.
Source - Department of Industrial Policy and Promotion (DIPP, GoI) The silver lining during the year was the introduction of several regulatory and policy changes which could ease bottlenecks and renew momentum in the sector. Firstly, the proposed Real Estate (Regulation and Development) Bill, 2013 recommends establishing a ‘Real Estate Regulatory Authority’ in each state/union territory to improve transparency in the sector enforcing fair practices and greater accountability from developers and put in place a fast-track dispute resolution mechanism. This will improve buyers’ confidence by ensuring timely execution of projects. Quality developers with superior execution track records and better disclosures standards would be the main beneficiaries of these policy changes in the long run. Further, the enactment of The Right to Fair Compensation and Transparency in Land Acquisition, Rehabilitation and Resettlement Act, 2013 has been another step in the right direction. The principal objective of the new Bill is
(Quarterly index by AC Neilson)
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fair compensation, thorough resettlement and rehabilitation of those affected, adequate safeguards for their well-being and complete transparency in the process of land acquisition. The new law will pave the way for inking of more public-private partnerships in the real estate sector and give land owners and Panchayati Raj institutions a fair say in matters involving land acquisition. Another encouraging development during the year has been the introduction of a draft framework for Real Estate Investment Trusts (REITs) by market regulator SEBI. This is a significant step aimed at attracting more foreign investment in the real estate sector and providing developers an influx of funds to kick-start new projects, potentially replicating the success story of REITs globally. Further, the RBI curtailed certain subvention schemes, which include innovative home loan products, popularly known as 80:20 or 75:25 schemes, mitigating risks pertaining to lump-sum disbursal of loan amounts, delayed payments, non-completion of projects etc. Providing additional impetus to these positive regulatory developments is the Companies Act, 2013 which will significantly help simplify corporate laws. Thus, FY14 was primarily a year of regulatory transformation. Several changes were introduced to draw a level playing ground for all the players. In FY15, with a strong, stable government coming to power and decisive policy action and reduction in approval time lines, traction in new sales is expected to re-emerge. The healthy growth in Private Equity (PE) investments in the sector by both domestic and international funds reflects the potential for stable yields and attractive capital values. A recent report from a global real estate consultancy, revealed that private equity investments in real estate during CY13 was recorded at Rs. 7,000 crore (US$ 1.1 billion), an increase of 13% compared to 2012. Furthermore, the first quarter of CY14 witnessed PE investments to the tune of Rs. 2,800 crore (US$ 460 million), up 2.5 times year-on-year.
The fundamental story supporting the growth of real estate across Indian cities remains intact with an ever growing middle class population, nuclear families and rapid urbanization. Increased transparency norms in the sector, backed by policy and banking infrastructure, and recovery in the overall economic trajectory should augur well for the industry in the coming years. The Indian real estate industry is expected to grow to US$140 billion by FY17 from US$79 billion in FY13, as per estimates from leading research firms. RESIDENTIAL MARKET OVERVIEW AND OUTLOOK Considering the huge demand-supply gap, residential demand remains the focal point for Indian real estate, regardless of market conditions. However, the demand does not equate to absorption in a price-sensitive country like India, where the greatest requirement for residential properties stems from the middle-income group. The high dependence on home loans by the salaried class underscores the price sensitivity factor even further. In general, FY14 depicted sluggishness in residential housing demand with the pace of new launches slowing on account of approval delays and rising input costs. This led to reduced absorption rates and increased inventory levels in prime markets across the country. According to a leading property research company, pan-India residential inventory as of December 31, 2013 stood at approximately 779 million square feet (msf) as against quarterly sales run-rate of approximately 60-65 msf indicating approximately 3 years of available inventory in the market. In a striking contrast to previous years, the Diwali festival season in 2013 was also lackluster. Luxury housing was most affected and movement of premium and super-luxury properties in the metros slowed down considerably. However, affordable to mid-range homes continued to sell well.
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Cities like Mumbai, NCR and Hyderabad witnessed volume slowdown. In particular, the Mumbai and NCR markets suffered from rising inventory levels, pricing pressure and approval issues. Meanwhile, employment-driven markets such as Pune, Bengaluru and Chennai with large number of ‘right-priced’ residential projects, proved to be a notable exceptions. These markets showed a very healthy demand for mid-priced residential properties throughout CY13 with a pick-up seen in the first quarter of CY14. Pan-India sentiment on the residential property market is expected to improve going into FY15 with economic stability likely to return prompting purchase decisions from end-users. Cities offering better affordability and returns on investment will show traction. The ratio of sales over inventory in relatively overpriced cities will remain more or less equally balanced. However, certain suburban pockets in cities like Pune and Chennai that are seeing real-time infrastructure enhancements are expected to show price rises. The number of new residential launches during the first quarter of CY14 increased by 43% at 55,000 units across eight major cities, according to a report by a leading real estate consultancy firm with Bengaluru recording the largest number of units launched. The total value of investments in the residential segment for CY13 was recorded at Rs. 4,050 crore (US$ 650 million), an increase of 42% compared to 2012 levels, most of which came in towards the latter half of the year. The momentum continued in the first quarter of CY14 with the value of investments in the residential segment recorded at Rs. 1,065 crore (US$ 175 million). The sheer potential of the residential sector has always led to the asset class contributing significantly to overall real estate investments over the years. The sector contributed 58% to the overall real estate investments in CY13 compared to 42-46% in 2011 and 2012. Total number of deals in CY13 also increased to 35 from 25 each year in CY11 and 2012. Average deal size in the residential sector has remained stable at approximately Rs. 116 crore (US$ 19 million). Although the real estate sector in India is presently facing several obstacles, the urbanization driven growth story remains intact and presents a strong case for exponential real estate growth. Policy based efforts are being undertaken to make real estate more transparent and investment friendly. Consumer confidence is gradually improving with the formation of a majority Government at the center and fence-sitting investors are likely to become more active, leading to increased absorption of residential units. A recently observed trend of a gradual fall in supply in response to the subdued demand will only reverse with a lag, helping prices to strengthen gradually. PUNE REAL ESTATE MARKET OVERVIEW Pune has always been a stable and robust market endowed with multiple demand drivers. It has been home to several manufacturing and auto ancillary companies like Daimler Chrysler, Tata Motors et cetera since the 1970s. From the turn of the century, economic activity in the city has been anchored by the growing presence of IT/ITeS companies like TCS, Infosys, Cognizant, IBM, Tech Mahindra to name a few. Recently, there has been an influx of several financial services firms and biotech firms as well. Further, Pune has always been an education hub with ~5 lakh students graduating every year. Kolte-Patil has presence across growth markets and price points in Pune, and has consistently maintained its position as the #1 residential real estate player in Pune with a market share of 7-10%. Despite the uncertainty in the economic environment, the Pune market remained resilient with the strong demand for office space driving residential sales. As per data from a leading real estate consultancy tracking the Pune market, commercial leasing increased 11% year on year in CY13 to around 3.5 msf with over 70% contribution coming from the IT/ITeS sector followed by banking and financial services. Some of the notable companies that looked to lease or purchase significant office space across the city included AXA, Barclays, Cummins, Deutsche Bank, NVIDIA, Symantec, Symphony Teleca, Synechron and others, either for office expansion or consolidation. To complement the strong demand, approximately 3.75 msf. of new supply was added to the Pune market in the year gone by, concentrated in suburban business district micro-markets such as Yerwada, Baner and Viman Nagar and in peripheral business district (PBD) micro-markets like Kharadi and Hinjewadi. Overall, vacancy rates remained unaltered during the year at 23%. Average rental values registered an increase of 5% year on year while capital values increased 8% year on year. Going into the first quarter of CY14, absorption declined significantly to 0.85 msf from 1.55 msf in Q4 CY13. The positive, however, was that more than 65% of the transactions were for business expansion indicating rebounding confidence levels in the industry. Overall, investments in Pune were to the tune of Rs. 1,460 crore in CY13, a four-fold increase over CY12, driven primarily by investments in leased office assets.
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Pune is increasingly emerging as a preferred destination for residential housing in the country given strong employment drivers. It remains an end-user market with mid-income group (MIG) accounting for most of the demand. Despite the overall slowdown in the sector, the property market in Pune maintained the steady momentum that tends to define all stable real estate markets. Though the city witnessed a significant decline in new launches in CY13, this was a function of delay in statutory approvals, and not a reflection of diminishing demand, as customers preferred to adopt a wait-and-watch approach till new supply came into the market. The State Environment Committee for Maharashtra was disbanded in July 2013. The Union Ministry of Environment and Forests (MoEF) approved reconstitution of the State Expert Appraisal Committee (SEAC) in late November 2013 to appraise real estate projects across the state except in the MMR region and of the State Environment Impact Assessment Authority (SEIAA) that gives final environmental clearance to projects recommended by SEAC. Since then, faster environmental clearances and approvals have enabled developers to launch their projects, mainly in the MIG segment. Considering the concentration of population that is professionally active in the IT, manufacturing industries and with new financial services firms having relocated to Pune, there is now a greater demand for multi-storey apartments. Strong demand is seen crystallizing and expanding in the middle income housing group with ticket sizes between Rs. 50 lakh to Rs. 1 crore. Residential micro-markets like Viman Nagar, Kharadi and Wagholi in East Pune and Pimple Nilakh, Hinjewadi and Wakad in West Pune are witnessing a lot of residential development, driven by good connectivity with the key centres of the city and the presence of good social infrastructure like schools, hospitals, malls and entertainment centres. Capital values in these locations are likely to witness appreciation in the short-to-medium term due to its proximity to IT/ITeS hubs and the Mumbai-Pune Expressway. The luxury homes segment has been burgeoning on the Pune’s real estate market, with many large players entering with new projects. During the year gone by, there continued to be demand for high-end housing. However, on account of the economic downturn decision cycles got elongated with buyers making several site visits before making their purchase decisions. Given the fair share of supply already in the market, the focus is shifting towards the affordable and mid-income segment. The Pune real estate market is expected to remain buoyant owing to strong end-user driven demand, especially for mid-range housing in the short-to-medium term. There has been a 5-10% increase in ready reckoner rates across Pune city and Pimpri Chinchwad effective 1st January 2014. As developers will have to pay higher stamp duties and premiums, property rates are expected to go up as developers pass on the increase to customers. The outlook for commercial office space is promising. The IT/ITeS sector will continue to be the primary demand driver for office space absorption. On the supply front, new stock of 4 msf is expected in CY14, located in suburban and peripheral micro-markets. Controlled supply in tandem with absorption will keep vacancy levels unaltered. Micro-markets in East and West Pune will continue to interest occupiers due to availability of large floor plates, better infrastructure and proximity to residential pockets of the city. CORPORATE STRUCTURE
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BUSINESS CARRIES ON BY THE ISSUER AND THE SUBSIDARIES WITH DETAILS OF BRANCHES AND UNITS: KEY SUBSIDIARIES The Company has 13 subsidiaries which are as follows:
1. Kolte-Patil Real Estate Private Limited, a company engaged in the Real Estate and developing project namely “Down Town” in Kharadi, Pune, in which company is holding 51%.
2. Bellflower Properties Private Limited, a company engaged in the Real Estate and developing project namely Margosa Heights & Florence at NIBM Road, Pune, in which company is holding 50.001%
3. Tuscan Real Estate Private Limited, a company engaged in the Real Estate and developing project namely “Tuscan Estates” in Kharadi, Pune, in which company is holding 51%.
4. Snowflower Properties Private Limited, a company engaged in the Real Estate and developing project in Kondhwa, Pune, in which company is holding 100%.
5. Yashowardhan Promoters and Developers Private Limited, a company engaged in the Real Estate and developing project in Vishrantwadi, Pune, in which company is holding 100%.
6. Sylvan Acres Realty Private Limited, a company engaged in the Real Estate and developing project in Bangalore, in which company is holding 100%.
7. Regenesis Facility Management Company Private Limited, a company engaged in facility management, in which company is holding 100%.
8. Regenesis Project Management Company Private Limited, a company engaged in project management, in which company is holding 100%.
9. PNP Retail Private Limited, a company is running retail stores under name and Style as “PNP Retails” in Bangalore, in which company is holding 100%.
10. PNP Agrotech Private Limited, a company is engaged in Floriculture, in which company is holding 100%.
11. Olive Realty Private Limited, a company is engaged in the real estate development and planning to develop project at Fursungi, Pune, in which company is holding 100%.
12. Jasmine Hospitality Private Limited, a company is engaged in the Hospitality and real estate development and planning to develop project at Bangalore, in which company is holding 100%.
13. Lilac Hospitality Private Limited, a company is engaged in the Hospitality business, in which company is holding 100%.
Associate Companies
A. Kolte-Patil I-Ven Townships (Pune) Limited, a company engaged in the Real Estate and developing Township namely “Life Republic” in Hinjewadi, Pune in which company is holding 45%.
B. Corolla Realty Limited, a company engaged in the Real Estate and developing project namely Ivy Estates at Wagholi, Pune in which company is holding 37%.
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KEY OPERATIONAL AND FINANCIAL PARAMETERS* FOR THE LAST 3 (THREE) AUDITED YEARS For Non-Financial entities (on consolidated basis):
(Rs. In Million)
Parameters FY 2013-2014 FY 2012-2013 FY 2011- 2012
Net worth 8,055 7,705 7,081
Total Debt 3,366 1,733 2,257
of which: - - -
- Non Current Maturities of Long Term Borrowing
2,539 1,031 1,263
- Short Term Borrowing 235 455 627
- Current Maturities of Long Term Borrowing
591 247 367
Net Fixed Assets 1,053 851 559
Non-Current Assets (including non- current investments)
2,434 1,535 2,482
Cash and Cash Equivalents 696 1,122 464
Current Investments 154 76 406
Current Assets 15,240 12,637 11,870
Current Liabilities 6,339 4,760 5,027
Net Sales 7,794 7,640 2,492
Earnings Before Interest, Taxes, Depreciation and Amortization (“EBITDA”)
2,369 2,286 828
Earnings Before Interest and Taxation (“EBIT”)
2,289 2,227 761
Interest 457 364 263
Profit After Taxation (“PAT”) 920 1,074 358
Dividend Amounts* 248 301 125
Current Ratio (times) 2.40 2.66 2.36
Interest Coverage Ratio (times) 5.50 6.64 4.01
Gross Debt/Equity Ratio (times) 0.42 0.22 0.32
*includes Interim and Final Dividend. PROJECT COST AND MEANS OF FINANCING, IN CASE OF FUNDING OF NEW PROJECTS: Largely through internal accruals or presales GROSS DEBT EQUITY RATIO OF THE ISSUER (CONSOLIDATED)
(Rs. In Million)
Particulars Pre-Issue of Debentures
Post Issue of Debentures
TOTAL LONG TERM DEBT 2,557 2,807
Total Long Term Debt 2,557 2,807
SHAREHOLDERS’ FUNDS 8055.2 8055.2
Share Capital 757.7 757.7
Reserve & Surplus (excluding Revaluation Reserve) 7297.5 7297.5
Net Worth 8055.2 8055.2
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Gross Long Term Debt / Equity Ratio 0.32 0.35
III. BRIEF HISTORY OF ISSUER SINCE INCORPORATION GIVING DETAILS OF ITS ACTIVITIES
INCLUDING ANY REORGANIZATION, RECONSTRUCTION OR AMALGAMATION, CHANGES IN CAPITAL STRUCTURE (AUTHORIZED, ISSUED AND SUBSCRIBED) AND BORROWINGS, IF ANY.
1) History
Date of allotment
No. of equity shares of Rs. 10 each
Issue price
Cumulative issued capital (in Rs.)
Remarks
25/11/1991 2 10 20 Subscriber to Memorandum
11/11/1992 1,861 10 18,630 Allotment to Promoters/Director
10/02/1996 13,80,000 10 1,38,18,630 Further allotment of shares
30/03/1996 5,93,700 10 1,97,55,630 Further allotment of shares
20/03/2002 35,00,000 10 5,47,55,630 Allotment to Promoters/Director
08/12/2006 2,19,02,252 -- 27,37,78,150 Bonus issue in the ratio 1:4
08/12/2006 2,88,72,185 28.18 56,25,00,000 Rights issue
06/12/2007 1,90,02,977 145 75,25,29,770 Intial Public Offer
28/01/2008 57,071 40 75,31,00,480 ESOS allotment
19/05/2008 61,062 40 75,37,11,100 ESOS allotment
29/01/2010 110,144 40 75,48,12,540 ESOS allotment
28/05/2010 151,283 40 75,63,25,370 ESOS allotment
31/07/2010 48,465 40 75,68,10,020 ESOS allotment
08/10/2010 93,907 40 75,77,49,090 ESOS allotment
2) Capital Structure of the Issuer
a) Share Capital as on September 30, 2014 is set forth below:
Particulars Amount (in Rs. crore)
Share Capital
Authorised Share Capital 11,20,00,000 Equity Shares of Rs. 10 each
112.00
Issued, Subscribed and Paid-up Share Capital 7,57,74,909 Equity Shares of Rs. 10 each
75.77
b) Changes in capital structure of the Issuer for last 5 (Five) years & up to September 30, 2014
Date of Change (AGM/EGM) Rs. ( in crore) Particulars
Effective date of Scheme of Amalgamation April 01, 2013
The Authorized Share Capital has been increased from Rs. 80 Crores to Rs. 112 Crores
Pursuant to the Scheme of Amalgamation of Oakwoods Hospitality Private Limited, the Authorized Share Capital has been increased from Rs. 80 Crores to Rs. 112 Crores
c) Equity share capital history of the Issuer for last 5 (Five) years & up to September 30, 2014
25
Sr. No
Date of Allotme
nt
No. of Equity Shares
Face Value (in Rs.)
Issue
Price (in Rs.)
Nature of
consideration (cash, other than cash etc.)
Nature of allotment
Cumulative Share Capital
No. of Equity Shares
Equity Share
Capital (in Rs.)
Equity Share Premi
um (Rs. In Lakhs.
)
Capital as on 31.03.09
7,53,71,110 10 -- -- -- 7,53,71,110 75,37,11,100 30,938
.42
1 29.01.10
110,144 10 40 Cash ESOS 7,54,81,254 75,48,12,540
30,971.46
2 28.05.10
151,283 10 40 Cash ESOS 7,56,32,537 75,63,25,370
31,016.85
3 31.07.10
48,465 10 40 Cash ESOS 7,56,81,002 75,68,10,020
31,031.39
4 08.10.10
93,907 10 40 Cash ESOS 7,57,74,909 75,77,49,090
31,059.56
Capital as on 31.03.14
7,57,74,909 10 -- -- -- 7,57,74,909 75,77,49,090
31,059.56
Capital as on 30.09.14
7,57,74,909 10 -- -- -- 7,57,74,909 75,77,49,090
31,059.56
d) Details of any acquisition or amalgamation in the last 1 (One) year:
Pursuant to the Scheme of Amalgamation, Oakwoods Hospitality Private Limited (a Wholly Owned Subsidiary of the Company) has been merged with the Company with effect from April 01, 2013.
e) Details of any reorganization or reconstruction in the last 1 (One) year:
Type of Event Date of Announcement Date of Completion Details
None None None None
3) Details of the shareholding of the Issuer as on September 30, 2014
a) Shareholding pattern of the Issuer as on September 30, 2014:
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 and Promoter group 5,64,79,095 5,64,79,095 74.54%
2 Financial Institutions / Banks 32,446 32,446 0.04%
3 Mutual Funds & FII 197,358 197,358 0.26%
4 Foreign Institutional Investors 52,77,036 52,77,036 6.96%
5 Bodies Corporate 24,94,438 24,94,438 3.29%
6 Individuals 86,45,844 86,45,377 11.41%
7 NRIs 24,05,839 24,05,839 3.18%
8 Employees 116,742 116,742 0.15%
9 Trust 2,788 2,788 0.01%
10 Clearing Member 123,323 123,323 0.16%
26
Total 7,57,74,909 7,57,74,402 100.00%
Note: No Shares have been pledged or encumbered by the Promoters and Promoter Group. Top 10 Equity Shareholders of the Issuer as on September 30, 2014
Sr. No.
Name of Shareholder Total No of
Equity Shares No of shares in
demat form
Total Shareholding as % of total no. of equity shares
1 Mr. Rajesh Patil 1,54,86,031 1,54,86,031 20.44%
2 Mr. Naresh Patil 1,49,49,148 1,49,49,148 19.73%
3 Mrs. Vandana Patil 70,39,319 70,39,319 9.29%
4 Mrs. Sunita Patil 70,21,861 70,21,861 9.27%
5 Mr. Milind Kolte 64,42,156 64,42,156 8.50%
6 Mrs. Sunita Kolte 55,39,553 55,39,553 7.31%
7 Mr. Rameshkumar S Goenka 18,14,000 18,14,000 2.39%
8 Goldman Sachs India Fund Limited 15,35,088 15,35,088 2.03%
9 Grandeur Peak Emerging Markets Opportunities Fund
950,250 950,250 1.25%
10 Alpine Global Premier Properties Fund
744,090 744,090 0.98%
Total 6,15,21,496 6,15,21,496 81.19%
4) Paid-up Capital of the Issuer after the offer:
Rs. 75.77 Crores. There will not be any change in the paid- up capital after the offer.
5) Issue of Convertible Bonds/Share Warrants N.A
6) 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 3 (Three) years and auditor qualifications, if any * Abridged versions of audited consolidated (wherever available) and standalone financial information (like Profit & Loss statement, Balance Sheet and Cash Flow statement) for at least last 3 (Three) years have been annexed hereto as to Annexure 6.
* Issuer shall provide latest Audited or Limited Review Financials in line with timelines as mentioned in Simplified Listing Agreement issued by SEBI vide circular No. SEBI/IMD/BOND/1/2009/11/05 dated May 11, 2009 as amended from time to time , for furnishing/publishing its half yearly/annual result. 7) Abridged version of latest audited consolidated (financial information)
8) Parameters FY 2013-2014 FY 2012-2013 FY 2011- 2012
Net worth 8,055 7,705 7,081
Total Debt 3,366 1,733 2,257
of which: - - -
- Non Current Maturities of Long Term Borrowing
2,539 1,031 1,263
- Short Term Borrowing 235 455 627
- Current Maturities of Long Term Borrowing
591 247 367
Net Fixed Assets 1,053 851 559
Non-Current Assets (including non- current investments)
2,434 1,535 2,482
Cash and Cash Equivalents 696 1,122 464
Current Investments 154 76 406
Current Assets 15,240 12,637 11,870
27
Current Liabilities 6,339 4,760 5,027
Net Sales 7,794 7,640 2,492
Earnings Before Interest, Taxes, Depreciation and Amortization (“EBITDA”)
2,369 2,286 828
Earnings Before Interest and Taxation (“EBIT”)
2,289 2,227 761
Interest 457 364 263
Profit After Taxation (“PAT”) 920 1,074 358
Dividend Amounts* 248 301 125
(Rs. In million)
IV. NAME, ADDRESS AND OTHER DETAILS OF DIRECTORS ON BOARD AS ON SEPTEMBER 30, 2014: 1) Details of the current directors of the Issuer*
Sr. No
Name of Director, Designation and DIN
Age (in
Years)
Occupation
Residential Address Director of the Issuer
since
Names of companies where they
are Directors/Ot
her Directorship
s
1 Mr. Rajesh Patil, Chairman and Managing Director, DIN:00381866
51 Business Plot No. 53, Koregaon Park, Pune - 411 001
25/11/1991 Refer below list
2 Mr. Naresh Patil, Vice Chairman DIN:00881077
49 Business No. 978, 12 A Main HAL 2nd Stage, Indira Nagar, Bangalore – 560 038
25/11/1991 Refer below list
3 Mr. Milind Kolte, Executive Director DIN:00170760
53 Business 118/124, Aundh, 46, National Society, Pune – 411 007
25/11/1991 Refer below list
4 Mrs. Sunita Kolte Executive Director DIN: 00255485
46 Business 118/124, Aundh, 46, National Society, Pune – 411 007
15/04/1995 Lilac Hospitality Private Limited
5 Mrs. Vandana Patil Executive Director DIN: 00588888
42 Business No. 978, 12 A Main HAL 2nd Stage, Indira Nagar, Bangalore – 560 038
16/01/2012 Refer below list
6 Mr. Prakash Gurav Independent Director DIN: 00210389
61 Professional
Mritinjaya Apartments, 3rd Floor, 54 Ideal Colony, Kothrud - 411038
13/08/2014 Powerica Limited, Adithya Automotive Applications Private Limited, Commercial Engineers & Body Builders Co. Ltd.
7 Mr. Achyut Watve 62 Business Maitra, 1219, Shivaji 26/12/2006 Shree Bal
28
Independent Director DIN: 01179251
Nagar, Pune - 411 004 Estate private limited & Kolte-Patil Real Estate Private Limited.
8 Mr. G L Vishwanath Independent Director DIN: 01758785
53 Advocate No. 302, Sai Habitat Apts., 45 Market Road, Basavanagudi, Bangalore-560 004
26/12/2006 NIL
9 Mr. Jayant Pendse Independent Director DIN: 02434630
68 Professional
Plot No. 11, Sect. 25, PCNTA, Nigadi, Pune - 411044
29/10/2009 Magnum Machine Technologies Limited, Finprop Advisory Services Limited & Bellflower Properties Private Limited.
10 Mrs. Manasa Vishwanath Independent Director DIN: 05241229
54 Advocate No. 302, Sai Habitat Apts., 45 Market Road, Basavanagudi, Bangalore-560 004
17/01/2012 NIL
29
None of the current directors of the Issuer appear in the RBI’s defaulter list or Export Credit Guarantee Corporation’s default list.
Sr. No. Name of the Director Details of other directorship
1. Mr. Rajesh Patil 1.Kolte-Patil Projects (Mumbai) Private Limited
2.Kolte-Patil I-Ven Townships (Pune) Limited
3.Tuscan Real Estate Private Limited
4.Kolte-Patil Real Estate Private Limited
5.Olive Realty Private Limited
6.Bellflower Properties Private Limited
7.Cornerstone Funds Management Private Limited
8.Regenesis Facility Management Company Private Limited
9. Kolte-Patil Infrastructure Private Limited
10.Lilac Hospitality Private Limited
2. Mr. Naresh Patil 1.Priyanjali Properties Private Limited
2.PNP Retail Private Limited
3.Jasmine Hospitality Private Limited
4.PNP Agrotech Private Limited
5.PNP Healthcare Private Limited
3. Mr. Milind Kolte 1.Kolte-Patil Projects (Mumbai) Private Limited
2.Corolla Realty Limited
3.Kolte-Patil I-Ven Townships (Pune) Limited
4.Tuscan Real Estate Private Limited
5.Kolte-Patil Real Estate Private Limited
6.Olive Realty Private Limited
7.Bellflower Properties Private Limited
8.Cornerstone Funds Management Private Limited
9.Regenesis Facility Management Company Private Limited
10.Kolte-Patil Infrastructure Private Limited
4. Mrs. Vandana Patil 1.Priyanjali Properties Private Limited
2.PNP Retail Private Limited
3.Jasmine Hospitality Private Limited
4.PNP Agrotech Private Limited
5.PNP Healthcare Private Limited
2) Disclosures with regard to Interest of Directors, Litigation etc
Any financial or other material interest of the directors, promoters or key managerial personnel in the Issue and the effect of such interest in so far as it is different from the interests of other persons
Nil
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 Company during the last
3 (three) years immediately preceding the
year of the circulation of this Disclosure
Document and any direction issued by such
Ministry or Department or statutory authority
upon conclusion of such litigation or legal
action shall be disclosed
Nil
30
Remuneration of directors (during the current year and last 3 (three) financial years)
Please refer to Annexure 11
Related party transactions entered during the last 3 (three) financial years immediately preceding the year of circulation of this Disclosure Document including with regard to loans made or, guarantees given or securities provided
Annexed hereto as Annexure 12
Summary of reservations or qualifications or adverse remarks of auditors in the last 5 (five) financial years immediately preceding the year of circulation of this Disclosure Document and of their impact on the financial statements and financial position of the Company and the corrective steps taken and proposed to be taken by the Company for each of the said reservations or qualifications or adverse remark
Nil
Details of any inquiry, inspections or investigations initiated or conducted under the Act or any previous company law in the last 3 (three) years immediately preceding the year of circulation of offer letter in the case of the Company and all of its subsidiaries. Also if there were any were any prosecutions filed (whether pending or not) fines imposed, compounding of offences in the last 3 (three) years immediately preceding the year of this Disclosure Document and if so, section-wise details thereof for the Company and all of its subsidiaries
Nil
Details of acts of material frauds committed against the Company in the last 3 (three) years, if any, and if so, the action taken by the company
Nil
Any material event / development or change having implications on the financials / credit quality at the time of issue which may affect the issue or the investor’s decision to invest in the debt securities.
Nil
3) Details of change in Directors of the Issuer since last 3 (Three) years:
a) Changes in the Board of Directors of the Issuer during the last 3 (Three) years are as under:
31
Name, Designation and DIN
Date of Appointment/R
esignation
Director of the Issuer since (in
case of resignation)
Reason/Remarks
Mrs. Vandana Patil – Executive Director (DIN: 00588888)
16/01/2012 N.A. ---
Mrs. G L Vishwanath – Independent Director (DIN: 05241229)
17/01/2012 N.A. ---
Mr. Prakash Gurav - Independent Director
(DIN: 00210389)
13/08/2014 N.A. ---
Mr. Manish Doshi -Independent Director
(DIN: 00210389)
13/08/2014 26/12/2006 Resignation
V. DETAILS REGARDING THE AUDITORS OF THE ISSUER: 1) Current Statutory Auditors of the Issuer (FY 2013-14)
a) Details of the statutory auditors of the Issuer for financial year 2013-14 are as under:
Name of Statutory Auditors
Firm Registration No.
Address & Contact Details Auditor since
M/s. Deloitte Haskins & Sells LLP
117366W/W-100018
706-B Wing, 7th Floor, ICC Trade Tower, International Convention Centre, Senapati Bapat Road, Pune – 411016 Telephone: +91 20 66244600
22nd Annual General Meeting held on 27th July 2013.
2) Change in Statutory Auditors of the Issuer since last 3 (Three) years
a) Changes in the statutory auditors of the Issuer during the last 3 (Three) years are as under:
Name Address Date of
Resignation
Auditor of the Issuer since (in
case of resignation)
Remarks
M/s. S P C M & Associates (formerly known as Bora Kasat & Co.)
1211/B, Shukrawar Peth, Subhash Nagar, Lane No. 4, Pune: 411 002
June 21, 2013
From FY 2004-05 They have expressed their unwillingness to continue as Auditors.
VI. DETAILS OF OTHER BORROWINGS INCLUDING ANY OTHER ISSUE OF DEBT SECURITIES IN THE
PAST AS ON SEPTEMBER 30, 2014 The Issuer and its subsidiaries have obtained various financial facilities from banks, which include working capital demand loans, cash credits, bank guarantees and a letter of credit issuance facility, short-term loans, corporate loans and non-convertible debentures. 1) Details of Secured Loan Facilities as on September 30, 2014:
32
Lender’s Name
Type of Facility
Amount Sanctioned
Principal Amount
outstanding
Repayment Date /
Schedule Security*
IDBI Bank Limited
Loan against property
Rs. 10 Crores Rs. 9.2 Crores 23 quarterly installments from 01.04.14
Offices at 1st and 2nd Floor, City Point, Pune.
Vijaya Bank Limited
Term Loan (City Bay)
Rs. 20 Crores Rs. 19.99 Crores
72 equal monthly instalments after a moratorium period of 24months from the date of first disbursement
Proposed 6th, 7th, 8th & 9th Floor (area 318, 421 sq. ft.) at City Bay Building, Pune.
State Bank of India
Term Loan Rs. 43 Crores Rs. 28.62 Crores
Quarter ending Dec 2014 Rs 10.00 Crs, March 2015 Rs 10.00 Crs June 2015 Rs 10.00 Crs and Sept Rs 10.00 Crs
Land admeasuring 292,941 at S. no. 33, Kannur, Bangalore.
IDBI Bank Limited
Term Loan Rs. 10 Crores Rs. 7.12 Crores
14 monthly instalments commencing from 01st Dec 2013
Ground to 5th Floor of City Bay, Pune.
Capital First Limited
Term Loan Rs. 75 Crores Rs. 57.19 Crores
Door to Door 36 Month from the date of first Draw Down for each tranche. Repayment in quarterly instalments after the moratorium period of 12 months i.e. Repayment of loan shall commence from the last day of the 12th Month from drawdown; but subject to mandatory prepayment.
Receivables of KPDL in Glitterati Project and all the present and future fixed and current assets, receivables, escrow accounts, cash flows etc. in respect of Giga Project
Aditya Birla Term Loan Rs. 16 Crores Rs. 15.71 Month -0 to Receivables from
33
Limited Crores Month 06 interest on the draw down amount to be serviced on monthly basis Month 07 to Month 48 instalment of Inr 48.80 lakhs
Mirabilis Project and mortgage of land
ICICI Bank Limited
Vehicle Loans (various 13 separate loans)
N.A. Rs. 2.15 Crores
Separate repayment schedule for each vehicle
Hypothecation of vehicle
Tata Capital Limited
Vehicle Loan N.A. Rs. 0.32 Crores
Hypothecation of vehicle
Axis Bank Limited
Cash Credit Rs. 20 Crores Rs. 9.50Crores On demand
IDBI Bank Limited
Overdraft N.A. Rs. 3.43 Crores
On demand Fixed Deposit of Rs. 4 Crores.
*The details of the security are set out in Annexure 6 2) Details of Unsecured Loan Facilities as on September 30, 2014:
Lender’s Name
Type of Facility
Amount Sanctioned
Principal Amount outstanding
Repayment Date/Schedule
Fixed Deposit accepted from Public
Fixed Deposit N.A. Rs. 8.09 Crores Repayment by March 31, 2015.
Sylvan Acres Realty Private Limited
Loan from Subsidiary
N.A. Rs. 51.22 Crores On demand
3) Details of Debentures as on September 30, 2014:
Debenture
Tenor / Period
of Maturity
Coupon Amount Date of
Allotment Redemption
Date/Schedule Credit Rating
Secured/ unsecured
Security Cover
NIL
4) 10 (Ten) largest Debenture holders of the Issuer as on September 30, 2014:
Sr. No.
Name of Debenture holder Address Amount (in Rs.
crore) % holding
Not Applicable
5) Amount of corporate guarantees provided 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 (if applicable)
Given to whom Given on behalf of Amount guaranteed
Amount Outstanding Loan as on
September 30, 2014
34
Axis Bank Limited Kolte-Patil I-Ven Townships (Pune) Limited
Rs. 100 Crores Rs. 51.77 Crores
Axis Bank Limited Kolte-Patil Real Estate Private Limited
Rs. 40 Crores Rs. 3.94 Crores
Axis Bank Limited Tuscan Real Estate Private Limited Rs. 16 Crores Rs. 6.52 Crores
IDBI Bank Limited Corolla Realty Limited Rs. 30 Crores Rs. 20.55 Crores
6) Details of Commercial Paper as on September 30, 2014: The total face value of Commercial Papers outstanding as on March 31, 2014 and its breakup is provided in following table:
Maturity Amount outstanding
Not Applicable
7) Details of rest of the borrowing (if any including hybrid debt like FCCB, Optionally Convertible
Debentures/Preference Shares) as on September 30, 2014:
Party Name (in case of
Facility) /Instrument
Name
Type of Facility/
Instrument
Amount Sanctioned
/ Issued
Principal Amount
outstanding
Repayment Date/Schedule
Credit Rating
Secured / Unsecured
Security Cover
Not Applicable
8) Details of all default/s and/or delay in payments of interest and principal of any kind of term loans,
debt securities and other financial indebtedness including the following in the past 5 (Five) years.
i. Statutory dues- NIL
ii. Debentures and interest thereon- NIL
iii. Deposits and interest thereon - NIL
iv. Loan from any bank or financial institution and interest thereon- NIL
v. Corporate guarantee issued by the Issuer- NIL The Issuer is discharging all its liabilities in time. The payment of interest and repayment of principal on existing debt securities and term loans is being done in a timely manner on the respective due dates or in certain cases being such rescheduled dates as agreed to with the lenders. 9) 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;
The Issuer has not issued any debt securities for consideration other than cash, at premium, or at discount. 10) Details of Promoters of the Issuer
a) Details of Promoter and Promoter Group Holding in the Issuer as on September 30, 2014:
Sr. No.
Name of the shareholders
Total no. of Equity
No. of shares in
Total shareholding
No of Shares
% of shares pledged with
35
Shares demat form as % of total no. of equity
shares
Pledged respect to shares owned.
1 Mr. Rajesh Patil (Promoter)
1,54,86,031 1,54,86,031 20.44% NIL NIL
2 Mr. Naresh Patil (Promoter)
1,49,49,148 1,49,49,148 19.73% NIL NIL
3 Mr. Milind Kolte (Promoter)
64,42,156 64,42,156 8.50% NIL NIL
4 Mrs. Sunita Kolte (Promoter Group)
55,39,553 55,39,553 7.31% NIL NIL
5 Mrs. Sunita Patil (Promoter Group)
70,21,861 70,21,861 9.27% NIL NIL
6 Mrs. Vandana Patil (Promoter Group)
70,39,319 70,39,319 9.29% NIL NIL
7 Ms. Ankita Patil (Promoter Group)
1,027 1,027 0.0014% NIL NIL
Total 5,64,79,095 5,64,79,095 74.54% NIL NIL
VII. SECURITIES TO BE ISSUED AND LISTED UNDER CURRENT INFORMATION MEMORANDUM In terms of this Information Memorandum, the Issuer intends to raise an amount of Rs. 75,00,00,000 (Rupees Seventy Five Crores Only) of Senior Rated Secured Listed Taxable Redeemable Non-Convertible Debentures of face value Rs. 10,00,000/- (Rupees Ten Lakhs only) each comprising of Series I Debentures and Series II Debentures through Private Placement and list such Debentures in the Debt Segment of BSE. Further details about the securities sought to be listed are enclosed in Section (XX) of the Information Memorandum. Maturity period The maturity period of the Series I Debentures shall be 36 (Thirty Six) months from the Series I Deemed Date of Allotment. The maturity period of the Series II Debentures shall be 36 (Thirty Six) months from the Series II Deemed Date of Allotment. Rate of interest The Series I Debentures and Series II Debentures are offered at a fixed rate of interest for the entire period. The coupon rate is fixed at 12.25% (Twelve decimal Two Five per cent) per annum payable quarterly on each Coupon Payment. Security Cover The offered Debentures will be secured by way of the Security Cover as set out in Annexure 8. Credit rating The Issuer has received a rating of A+ by CRISIL for Debentures aggregating to Rs. 75,00,00,000/- (Rupees Seventy Five Crore only). VIII. DETAILS OF THE ISSUE SIZE The Issuer proposes to mobilize through Private Placement of 750 (Seven Hundred and Fifty) senior rated
36
secured listed taxable redeemable non-convertible Debentures of the face value of Rs.10,00,000/- (Rupees Ten Lakhs only) each at par aggregating Rs.75,00,00,000/- (Rupees Seventy Five Crores only) to be issued in the form of Series I Debentures and Series II Debentures. IX. DETAIL OF UTILISATION OF PROCEEDS/OBJECTS OF THE ISSUE Proceeds from the issue are intended to replace certain existing high-cost loans and for general corporate purpose. X. MATERIAL EVENTS There are no other material event/developments or changes at the time of issuance of this Information Memorandum, which would materially and adversely affect the issue or the investor’s decision to invest/continue to invest in the Debentures. Material Documents 1) Certified true copies of the Memorandum and Articles of Association of the Issuer, as amended from time to
time. 2) Copy of the Certificate of Incorporation of the Issuer dated November 25, 1991. 3) Certified true copy of the Resolution of the Board of Directors Dated August 13, 2014 for issuance of
Debentures and empowering for other related matters. 4) Copies of Annual Reports of the Issuer for the last financial year. 5) Copy of application made to BSE for grant of in-principal approval for listing of Debentures. 6) Letter from CRISIL dated assigning ‘A+’ rating for an amount up to Rs.100,00,00,000/- (Rupees One
Hundred Crores only) to be raised through Debentures. A copy of the same has been annexed hereto as Annexure 1.
XI. UNDERTAKING TO USE A COMMON FORM OF TRANSFER The normal procedure followed for transfer of securities held in dematerialized form shall be followed for transfer of these debentures held in electronic form. The seller should give delivery instructions containing details of the buyer’s DP account to his depository participant. The Issuer undertakes that there will be a common transfer form / procedure for transfer of debentures. The Debentures shall be issued only in dematerialised form in compliance with the provisions of the Depositories Act, 1996 (as amended from time to time), any other applicable regulations (including of any relevant stock exchange) and these Conditions. No physical certificates of the Debentures would be issued. The transfer of Debentures in dematerialized form shall be in accordance with the procedure of transfer prescribed by the relevant depository and applicable law. However, the Issuer would use a common transfer form for physical holdings if at a latter stage, there is some holding in physical form due to the depository giving the re-materialisation option to any Investor. XII. REDEMPTION AMOUNT, PERIOD OF MATURITY, YIELD ON REDEMPTION Redemption Amount: Rs. 75,00,00,000 (Rupees Seventy Five Crores only) Period of Maturity: 36 (Thirty Six) months from the Deemed Date of Allotment. Coupon Rate: 12.25 % per annum, payable quarterly.
37
XIII. INFORMATION RELATING TO THE TERMS OF OFFER Issue Timetable
For Series I Debentures Issue Opening Date.
December 11, 2014
For Series II Debentures Issue Opening Date
[●]
For Series I Debentures Issue Closing Date
December 11, 2014
For Series II Debentures Issue Closing Date
[●]
For Series I Debentures Pay-in Date
December 11, 2014
For Series II Debentures Pay-in Date
[●]
Series I Debentures Deemed Date of Allotment
December 11, 2014
Series II Debentures Deemed Date of Allotment
[●]
The issuer reserves the right to change any of the above dates at its sole discretion, without assigning any reason or prior notice. Face Value & Issue Price Each Debenture has a face value of Rs. 10,00,000/- (Rupees Ten Lakhs only) and is issued at par. Security Cover
The Debentures shall be secured by an exclusive first ranking charge in favour of the Debenture Trustee (on behalf of the Debenture holders) over all the Security Cover as set out in Annexure 8.
Minimum asset cover of 1.50 (One decimal five zero) times the total principal amount of the Debentures outstanding and aggregate interest accrued but not paid on the Debentures as on the relevant date to be maintained, throughout the tenor of the Debentures.
Security Cover to be tested on an annual basis on the valuation report submitted by a valuer acceptable to the Debenture Trustee.
Security to be created upfront in favour of Debenture Trustee.
Security
The NCDs shall be secured by an exclusive first ranking charge in favour of the Debenture Trustee (on behalf of the NCD holders) over:
Charge by way of Mortgage over land and Project Assets of Jazz 2 located at Pimple Nilakh to which clear and marketable title is held by Issuer.
Charge on all Cash flows and Receivables pertaining to the Project (“Receivables”).
Charge on the Escrow Account for the Project.
All the above shall collectively mean Secured Assets.
Minimum asset cover of 1.50 times the total principal amount of the NCDs outstanding and aggregate interest accrued but not paid on the NCDs as on the relevant date to be maintained , throughout the tenor of the NCDs
Security to be tested on a Annual basis based on the valuation report submitted by a valuer acceptable to Debenture Trustee
Security to be created upfront in favour of Debenture Trustee
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The Debentures shall be secured by an exclusive first ranking charge in favour of the Debenture Trustee (on behalf of the Debenture holders) over all the Security Cover as set out in Annexure 8. The Issuer shall maintain a minimum Security Cover of 1.50 (One decimal point Five Zero) times of Issue size at all times till the Debenture Outstandings are satisfied in full. Minimum Application The application should be for a minimum of 49 (Forty Nine) Debentures of Rs.10,00,000 (Rupees Ten Lakhs only) each and in multiples of 1 Debenture of Rs. 10,00,000/- (Rupees Ten Lakhs only) each thereafter. Market Lot The market lot will be 1 (One) Debenture (“Market Lot”). Since the debentures are being issued only in dematerialised form, the odd lots will not arise either at the time of issuance or at the time of transfer of debentures. Interest on Debentures Interest shall accrue, at the Coupon Rate, on the outstanding value of the Debentures from the Deemed Date of Allotment. Interest will be payable semi-annually in arrears on the Interest Payment Date(s) in each year up to (and excluding) the Maturity Date. Interest on the Debentures shall accrue on a daily basis. The first Interest Payment Date in respect of the Series I Debentures shall be March 11, 2015 .The first Interest Payment Date in respect of the Series II Debentures shall be [ ] The payment of interest on the Debentures shall be made by the Issuer to those persons whose names appear in the Register of Debenture holder(s) (or to first holder in case of joint-holders) as the Debenture holder(s) as on the Record Date. Interest payments shall be made by the Issuer in the form of cheques payable at par at such places as the Issuer may deem fit. In case cheque “payable at par” facility is not available at any place of payment, the Issuer shall have the right to adopt any other suitable mode of payment. In case of Debentures for which the beneficial owner is not identified by the relevant depository as on the Record Date, the Issuer would keep in abeyance the payment of interest and/or other benefits, till such time that the beneficial owner is identified by the depository and conveyed to it, whereupon the interest or benefits shall be paid to the relevant Debenture holder(s) within a period of 30 (Thirty) Business Days. Interest for Broken Period In the case of redemption of any of the Debentures on a day other than an Interest Payment Date, in compliance with the Conditions, accrued interest on the Debentures for such broken period shall be paid on a pro-rata basis. Computation of Interest All interest accruing on the face value of the Debenture shall accrue from day to day and will be calculated on the basis of the actual number of days elapsed and a year of 365 days (or 366 days in case of a leap year), at the applicable Coupon Rate and rounded off to the nearest Rupee. Redemption The face value of the Debentures will be redeemed at par on the day of maturity of the Debentures, from the Deemed Date of Allotment. The Debenture will not carry any obligation, for interest or otherwise, after the Maturity Date/Redemption Date. Illustration of Bond Cash Flows
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As per the SEBI Circular No. CIR/IMD/DF/18/2013 dated October 29, 2013, the cash flows emanating from the Debentures are mentioned below by way of an illustration.
Issuer Kolte-Patil Developers Limited
Face Value (per Debenture) Rs. 10,00,000/- (Rupees Ten Lakhs only) per Debenture
Issue Date/Date of Allotment for Series I Debentures
December 11, 2014
Issue Date/Date of Allotment for Series II Debentures
[ ]
Redemption for Series I Debentures
Expiry of 36 (Thirty Six) months from the Series I Deemed Date of Allotment
Redemption for Series II Debentures
Expiry of 36 (Thirty Six) months from the Series II Deemed Date of Allotment
Coupon Rate 12.25 % p.a. payable quarterly
Frequency of the Interest Payment with specified dates
Quarterly
Day Count Convention Actual/Actual
If the coupon payment dates of the Debentures falls on a Sunday or a holiday, the coupon payment shall be made on the next Business Day. If the Maturity Date/Redemption Date of the Debentures falls on a Sunday or a holiday, the redemption proceeds shall be paid on the immediately previous Business Day. Note: The interest payment should be rounded to nearest rupee as per FIMMDA ‘Handbook on market practices’. Put or Call Option
Cash Flows * Date No. of Days in Coupon Period
Amount (in Rupees)
1st Coupon 11-Mar-15 90 12,082,192
2nd Coupon 11-Jun-15 92 12,350,685
3rd Coupon 11-Sep-15 92 12,350,685
4th Coupon 11-Dec-15 91 12,216,438
5th Coupon 11-Mar-16 91 12,183,060
6th Coupon 13-Jun-16 94 12,619,178
7th Coupon 12-Sep-16 91 12,216,438
8th Coupon 12-Dec-16 91 12,216,438
9th Coupon 13-Mar-17 91 12,216,438
10th Coupon 12-Jun-17 91 12,216,438
11th Coupon 11-Sep-17 91 12,216,438
12th Coupon 11-Dec-17 91 12,216,438
Principal 11-Dec-17 400,000,000
Total 547,100,868
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There are no put or call options available on the Debentures being offered in the Issue. Payment on Redemption Payment on redemption will be made by cheque(s)/warrants(s) or through RTGS system in the name of the Debenture holder whose name appears on the List of Beneficial owners given by Depository to the Issuer as on the Record Date. Payment shall be made by the Issuer in the form of cheques payable at par at such places as the Issuer may deem fit. In case cheque “payable at par” facility is not available at any place of payment, the Issuer shall have the right to adopt any other suitable mode of payment. On the Issuer dispatching the redemption warrants to such Beneficiary (ies) by registered post/courier or giving instructions for RTGS, the liability of the Issuer shall stand extinguished. The Debentures shall be taken as discharged on payment of the redemption amount by the Issuer on maturity to the list of Beneficial Owners as provided by NSDL/Depository Participant. Such payment will be a legal discharge of the liability of the Issuer towards the Debenture holder(s). On such payment being made, the Issuer will inform NSDL/Depository Participant and accordingly the account of the Debenture holder(s) with NSDL/Depository Participant will be adjusted. The Issuer’s liability to the Debenture holder(s) towards all their rights including for payment or otherwise shall cease and stand extinguished from the due date of redemption in all events. Further the Issuer will not be liable to pay any interest or compensation from the date of redemption. On the Issuer dispatching the amount as specified above in respect of the Debentures, the liability of the Issuer shall stand extinguished. Payments of any amounts in relation to the Debentures, in the form of principal or interest shall be deemed to be pro tanto payment and satisfaction to the Debenture holders. Security Cover The Debentures together with all interest, liquidated damages, front end fees, premia on redemption, remuneration of the Trustees, costs, charges, expenses and other monies whatsoever stipulated in or payable in respect of these Debentures, shall be secured by a first mortgage in favour of the Debenture Trustee on all immovable properties/ fixed assets, both present and future. In the event the Issuer does not create or procure creation of such full and final Security Cover upfront , the Debenture shall carry further interest at the rate of 2% (Two percent) per annum calculated from the date of first disbursement, till creation of such Security Cover. Affirmative and negative covenant
Security Cover: The Issuer shall maintain a minimum security cover of 1.50 (One decimal point Two Five) times of Issue size at all times till the Debenture Outstandings are satisfied in full. Failure to maintain the minimum security cover of 1.50 times of Issue size shall constitute an “Event of Default” by the Issuer. Future Borrowings The Issuer shall be entitled, from time to time, to make further issue of debentures and / or debentures and other such instruments to the public / members of the Issuer / banks / financial institutions / bodies corporate /mutual funds and / or any other person(s) and /or to raise further loans, advances and/or avail of further financial and / or guarantee facilities from all or any of the above without obtaining the approval of the Debenture holders and/or the Trustee. However, until the Debentures are fully redeemed, the Issuer shall not, except as otherwise provided herein, create any mortgage or charge ranking prior or pari passu with the Security Cover for the Debentures on the assets offered as Security Cover for the Debentures without the consent of the Trustees, but without being required to take any further approval from the Debenture holders.
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Effect of Holidays Should any of dates defined above or elsewhere in this Information Memorandum, excepting the Deemed Date of Allotment, fall on a Saturday, Sunday or a Public Holiday, the next working day shall be considered as the effective date(s). Record Date Record Date with respect to any due date, shall mean the later of: (i) the Monday of the week in which the due date falls; or (ii) 2 (Two) calendar days prior to the due date in question, on the basis of which the determination of the Persons entitled to receive payment of coupon, redemption of principal and other payments, if any, as the case may be, in respect of the Debentures shall be made;. Tax Deduction at Source (TDS) Tax as applicable under the I.T. Act, or any other statutory modification or reenactment thereof will be deducted at source. The investor(s) desirous of claiming exemption from deduction of income tax at source on the interest on application money are required to submit the necessary certificate(s), in duplicate, along with the Application Form in terms of Income Tax rules. Interest payable subsequent to the Deemed Date of Allotment of Debentures will be treated as “Interest on Securities” as per Income Tax Rules. Debenture holders desirous of claiming exemption from deduction of income tax at source on the interest payable on Debentures should submit tax exemption certificate/ document, under Section 193 of the I.T. Act, if any, at the office of the Issuer, at least 30 (Thirty) days before the payment becoming due. Tax exemption certificate/declaration of non-deduction of tax at source on interest on application money, should be submitted along with the Application Form. Where any deduction of Income Tax is made at source, the Issuer shall send to the Debenture holder(s) a Certificate of Tax Deduction at Source. Issue Procedure Who Can Apply Nothing in this Information Memorandum shall constitute and/or deem to constitute an offer or an invitation to an offer, to be made to the Indian public or any section thereof through this Information Memorandum, and this Information Memorandum and its contents should not be construed to be a prospectus under the Companies Act. This Shelf Information Memorandum and the contents hereof are restricted for only the intended recipient(s) who have been addressed directly through a communication by or on behalf of the Issuer and only such recipients are eligible to apply for the Debentures. All investors are required to comply with the relevant regulations/guidelines applicable to them for investing in this Issue. The following categories of investors, when specifically approached, are eligible to apply for this private placement of Debentures:
Companies and bodies corporate including public sector undertakings;
Scheduled commercial banks;
Urban / Central / State / District / Primary Co-operative Banks;
Regional rural banks;
Financial institutions including development financial institutions;
Insurance companies;
Mutual funds;
Provident funds, pension funds, superannuation funds and gratuity funds;
Other Government / Non-Government Agencies / Boards / Institutions; and
Any other investor(s) authorised to invest in these Debentures, subject to the compliance with the relevant regulations/guidelines applicable to them for investing in this Issue.
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Documents to be provided by Investors Investors need to submit certified true copies of the following documents, along with the subscription form, as applicable:
Memorandum and Articles of Association/constitutional documents/bye-laws/trust deed;
Government notification/ Certificate of incorporation;
Board resolution / letter authorizing the investment along with operating instructions;
Certified true copy of the Power of Attorney, wherever applicable;
Specimen signature of the authorised signatories, duly certified by an appropriate authority;
Copy of the PAN card;
Form 15AA granting exemption from TDS on interest;
Form 15H for claiming exemption from TDS on interest on application money, if any;
Order u/s 197 of I.T. Act; and
Order u/s 10 of I.T. Act. Documents to be provided by the Issuer
Date of passing of board resolution;
Date of passing of resolution in the general meeting, authorizing the offer of securities;
Kinds of securities offered (i.e. whether share or debenture) and class of security;
Price at which the security is being offered including the premium, if any, along with justification of the price;
Name and address of the valuer who performed valuation of the security offered;
Amount which the Issuer intends to raise by way of securities;
Terms of raising of securities: Duration, if applicable, Rate of dividend or rate of interest, mode of payment and repayment;
Proposed time schedule for which the offer letter is valid;
Purposes and objects of the offer;
Contribution being made by the promoters or directors either as part of the offer or separately in furtherance of such objects; and
Principle terms of assets charged as security, if applicable. How to Apply Only eligible investors as mentioned in the Information Memorandum may apply for Debentures by completing the Application Form in the prescribed format in BLOCK LETTERS in English as per the instructions contained therein. Applications should be for a minimum of 10 (Ten) Debentures and in multiples of 1 (One) Debenture thereafter. The applications not completed in the said manner are liable to be rejected. Application Form duly completed in all respects must be submitted with any of the designated branches of the bankers to the Issue. The name of the applicant’s bank, type of account and account number must be filled in the Application Form. This is required for the applicant’s own safety and these details will be printed on the refund orders and interest/redemption warrants. Every applicant should mention its Permanent Account Number (PAN) allotted under the I.T. Act, on the Application Form. Application Forms without PAN will be considered incomplete and are liable to be rejected. Applications under Power of Attorney A certified true copy of the Power of Attorney or the relevant authority as the case may be along with the names and specimen signature(s) of all the authorized signatories and the tax exemption certificate/ document, if any, must be lodged along with the submission of the completed Application Form. Further modifications/ additions in the power of attorney or authority should be notified to the Issuer or to its Registrars or to such other person(s) at such other address(es) as may be specified by the Issuer from time to time through a suitable communication. Application by Mutual Funds
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In case of applications by Mutual Funds, only through Asset Management company a separate application must be made in respect of each scheme of an Indian Mutual Fund registered with SEBI and such applications will not be treated as multiple applications, provided that the application made by the Asset Management Company/ Trustees/ Custodian clearly indicate their intention as to the scheme for which the application has been made. Terms of Payment The full face value of the Debentures applied for is to be paid along with the Application Form. Investor(s) need to send in the Application Form and the cheque(s)/demand draft(s) for the full face value of the Debentures applied for.
Face Value Per Debenture
Minimum Application Amount Payable on Application per Debenture
Rs. 10,00,000/- 49 (Forty Nine) Debentures of Rs.10,00,000/- (Rupees Ten Lakhs only each and in multiples of 1 Debenture of Rs. 10,00,000/- (Rupees Ten Lakhs only) each thereafter
Rs. 10,00,000-
Mode of Payment: Unless the Issuer specifically agrees in writing with or without such terms or conditions it deems fit, a separate single cheque/demand draft must accompany each Application Form. Applicants are requested to write their names and application serial number on the reverse of the instruments by which the payments are made. All applicants are requested to tick the relevant column “Category of Investor” in the Application Form. The applicants should mention the Application Form Number on the reverse of the instruments used for payment to avoid misuse of the instruments. Alternatively, the investors allocated by the Issuer may remit the application amount through RTGS by Pay in Date. The RTGS details are as under:
Account name: Kolte Patil Developers Limited
Bank name: Kotak Mahindra Bank Limited
Branch address: DP Road Branch (1753), Pune
Account No: 0411478382
RTGS/IFSC Code: KKBK0001753
Date of Subscription Date of Subscription shall be the date of realization of proceeds of subscription money in the bank account of the Issuer. Interest on Application Money Interest at applicable coupon rate will be paid on the application money to the applicants (subject to the deduction of tax at source at prevailing rates, as applicable). Such interest will be paid for the period commencing from the date of credit or realization of the cheque(s)/demand draft(s) up to but excluding the Deemed Date of Allotment. It is clarified that interest shall not be paid on invalid and incomplete Application Forms. The actual payment, if any, would be made within 10 (Ten) days from the Deemed Date of Allotment. Refunds
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For applicants whose applications have been rejected or allotted in part, refund orders will be dispatched within 7 (Seven) days from the Deemed Date of Allotment of the Debentures. In case the Issuer has received money from applicants for Debentures in excess of the aggregate of the application money relating to the Debentures in respect of which allotments have been made, the Registrar shall, upon receiving instructions in relation to the same from the Issuer, repay the moneys to the extent of such excess, if any. Loss of Interest Cheques / Refund Cheques Loss of interest cheques / refund cheques should be intimated to the Issuer along with request for duplicate issue. The issue of duplicates in this regard shall be governed by applicable law and any other conditions as may be prescribed by the Issuer. Basis of Allotment The Issuer shall decide the final allocation/allotment. The Issuer reserves the right to reject in full or partly any or all the offers received by them to invest in these Debentures without assigning any reason for such rejections. In case there is over subscription in the issue, priority will be given on the basis of the date of application. In case of tie with respect to the date of application, allocation will be done on a pro rata basis. Right to Accept or Reject Applications The Board of Directors of the Issuer reserves its full, unqualified and absolute right to accept or reject any application, in part or in full, without assigning any reason thereof. The rejected applicants will be intimated along with the refund warrant, if applicable, to be sent. Interest on application money will be paid from the date of realisation of the cheque(s)/ demand drafts(s) till 1 (One) day prior to the date of refund. The Application Forms that are not complete in all respects are liable to be rejected and would not be paid any interest on the application money. Application would be liable to be rejected on 1 (One) or more technical grounds, including but not restricted to:
Number of Debentures applied for is less than the minimum application size;
Bank account details not given;
Details for issue of Debentures in electronic / dematerialised form not given;
PAN/GIR and IT Circle / Ward / District not given;
In case of applications under Power of Attorney by limited companies, corporate bodies etc. relevant documents not submitted; and
In the event, if any Debenture(s) applied for is / are not allotted in full, the excess application monies of such Debentures will be refunded, as may be permitted.
Force Majeure The Issuer reserves the right to withdraw the issue prior to the closing date in the event of any unforeseen development adversely affecting the economic and regulatory environment. The Issuer reserves the right to change the issue schedule. Letter of Allotment and Debenture Certificate The beneficiary account of the investor(s) with National Securities Depository Limited (NSDL) / Central Depository Services (India) Limited (CDSL)/ Depository Participant will be given initial credit within 2 (Two) days from the Deemed Date of Allotment. The initial credit in the account will be akin to the Letter of Allotment. On completion of the all statutory formalities, such credit in the account will be akin to a Debenture Certificate. Issue of Debenture Certificate(s) Subject to the completion of all legal formalities within 3 (Three) months from the Deemed Date of Allotment, or such extended period as may be approved by the Appropriate Authorities, the initial credit akin to a Letter of
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Allotment in the Beneficiary Account of the investor would be replaced with the number of Debentures allotted. Since the Debentures would be issued in electronic (dematerialized) form, it will be governed as per the provisions of The Depository Act, 1996, Securities and Exchange Board of India (Depositories and Participants) Regulations, 1996, rules notified by NSDL / CDSL/Depository Participant from time to time and other applicable laws and rules notified in respect thereof. Issue of Duplicate Debenture Certificates If any Debenture Certificate(s) is / are mutilated or defaced, then, upon production of such certificate(s), the Issuer shall cancel the same and issue new certificate(s) in lieu thereof. If any Debenture Certificate(s) is/are lost, stolen or destroyed then, upon production of proof thereof to the satisfaction of the Issuer and upon furnishing such indemnity, as the Issuer may deem adequate and upon payment of any expenses incurred by the Issuer or that the Issuer may be required to incur in connection thereof, new certificate(s) shall be issued. Depository Arrangements The Issuer has appointed M/s. Bigshare Services Private Limited as Registrars & Transfer Agent for the present Debenture issue. The Issuer has made necessary depository arrangements with NSDL/CDSL for issue and holding of Debentures in dematerialized form. Investors can hold the debentures only in dematerialised form and deal with the same as per the provisions of Depositories Act, 1996 as amended from time to time. The Depository Participant’s name, DP-ID and beneficiary account number must be mentioned at the appropriate place in the Application Form. The Issuer shall take necessary steps to credit the Debentures allotted to the depository account of the Debenture holder. Trustee for the Debenture holder(s) The Issuer has appointed IL & FS Trust Company Limited to act as Trustee for the Debenture holder(s) (hereinafter referred to as “Trustee”). A copy of letter from IL & FS Trust Company Limited conveying their consent to act as Trustees for the Debenture holder(s) is enclosed in this Information Memorandum. The address and contact details of the Trustee are as under: IL&FS Trust Company Limited The IL&FS Financial Center Plot No. C–22, G Block, Bandra Kurla Complex Bandra(E), Mumbai 400051 Tel: +91 22 2659 3612 Fax: +91 22 2659 3297 [email protected] 1. The Issuer and the Trustees will enter into a Trustee Agreement, inter alia, specifying the rights, powers,
authorities and obligations of the Issuer and the Trustees in respect of the Debentures. 2. The Debenture holder(s) shall, by signing the Application Form and without any further act or deed, be
deemed to have irrevocably given their consent to the Trustees or any of their agents or authorized officials to do inter-alia all acts, deeds and things necessary in respect of or relating to the Security Cover to be created for securing the Debentures being offered in terms of this Information Memorandum.
3. 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 Debenture holder(s).
4. No Debenture holder shall be entitled to proceed directly against the Issuer unless the Trustees, having become so bound to proceed, fail to do so.
5. Any payment made by the Issuer to the Trustees on behalf of the Debenture holder(s) shall discharge the Issuer pro tanto to the Debenture holder(s).
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6. The Trustees will protect the interest of the Debenture holder(s) in the event of ‘Default’ by the Issuer in regard to timely payment of interest and repayment of principal and they will take necessary action at the cost of the Issuer.
The Debenture Trustee shall duly intimate the Debenture holders and the general public by issuing a press release on occurrence of any of the following events: (a) default by the Issuer to pay interest on the Debentures or redemption amount; (b) failure of the Issuer to create a charge on the assets for the secured Debentures; and (c) revision of credit rating assigned to the Debentures. Such information shall also be placed on the websites of the Debenture Trustee, the Issuer and the Stock Exchange. Other Offer details: Authority for the Placement The present issue of Debentures is being made pursuant to the resolution of the Board of Directors of the Issuer, passed at its meeting held on August 13, 2014, wherein Mr. Sujay Kalele, Chief Executive Officer has been authorized to decide the terms of the Debentures. The current issue of Debentures is within the overall borrowings limits set out in resolution passed under section 180 (1) (c) of the Companies Act, 2013, by way postal ballot on August 05, 2014. The Issuer can issue the Debentures proposed by it in view of the present approvals and no further approvals in general from any government authority are required. Underwriting of the Issue The Issue of Debentures has not been underwritten. Power of Issuer to purchase Debentures The Issuer will have the power exercisable at its absolute discretion from time to time to purchase some or all the Debentures at any time prior to the specified date(s) of redemption, at discount, at par or at premium from the open market in accordance with the applicable laws. Such Debentures, at the option of the Issuer, may be cancelled, held or resold at such price and on such terms and conditions as the Issuer may deem fit and as permitted by law. Right to Re-Issue In the event of the Debentures being so purchased and/or redeemed before maturity in any circumstances whatsoever, the Issuer shall have the right to re-issue the Debentures under section 121 of the Companies Act, 1956 or any other relevant statute(s), as applicable. Debenture Redemption Reserve (DRR) As per extant circular no. 6/3/2001-CL.V dated 18.04.2002 issued by the Government of India with respect to creation of Debenture Redemption Reserve, for manufacturing and infrastructure companies, the adequacy of DRR is defined at 25% (Twenty Five Per Cent) of the value of debentures issued through Private Placement route. In terms of extant provisions of the Act, the Issuer is required to create Debenture Redemption Reserve out of profits, if any, earned by the Issuer. The Issuer shall create a DRR and credit to the DRR such amounts as applicable under provisions of Section 71 of the Companies Act, 2013 (as amended from time to time) or any other relevant statute(s), as applicable. Undertaking by the Issuer The Issuer undertakes that:
the complaints received in respect of the Issue shall be attended to by the Issuer expeditiously and satisfactorily;
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it shall take all steps for completion of formalities for listing and commencement of trading at all the concerned stock exchange(s) where securities are to be listed and taken within 7 (Seven) working days from the date of closure of the Issue;
the funds required for dispatch of refund orders by registered post shall be made available to the Registrar to the Issue by the Issuer;
no further issue of securities of similar tenor on terms better than those offered under the present issue shall be made for a period of 90 (Ninety) days from the Deemed Date of Allotment of these Debentures;
necessary co-operation to the credit rating agency shall be extended in providing true and adequate information till the debt obligations in respect of the Debentures are outstanding.
Sharing of Information The Issuer may, at its option, use on its own, as well as exchange, share or part with any financial or other information about the Debenture holder(s) available with the Issuer, with its subsidiaries and affiliates and other banks, financial institutions, credit bureaus, agencies, statutory bodies, as may be required and neither the Issuer or its subsidiaries and affiliates nor their agents shall be liable for use or disclosure of the aforesaid information. List of Debenture holders/Beneficiaries The Issuer shall request the Depository to provide a list of Beneficial Owners as at the end of the Record Date. This shall be the list, which shall be considered for payment of interest or repayment of principal amount, as the case may be. Notices All notices to the Debenture holder(s) required to be given by the Issuer or the Trustees shall be sent by registered post/ courier to the sole/first allottee or sole/first Beneficial Owner of the Debentures, as the case may be from time to time. Notice by the Issuer to the Debenture holder(s) shall be deemed to have been effectively given on the third day falling after the Issuer has dispatched the notice by registered post / courier. Succession In the event of winding-up of the holder of the Debentures, the Issuer will recognize the executor or administrator of the concerned Debenture holders, or the other legal representative as having title to the Debentures. The Issuer shall not be bound to recognize such executor or administrator, unless such executor or administrator obtains probate, wherever it is necessary, or letter of administration or such holder is the holder of succession certificate or other legal representation, as the case may be, from a Court in India having jurisdiction over the matter. The Issuer may, in its absolute discretion, where it thinks fit, dispense with production of probate or letter of administration or succession certificate or other legal representation, in order to recognize such holder as being entitled to the Debenture(s) standing in the name of the deceased Debenture holder on production of sufficient documentary proof or indemnity. Debenture holder not a Shareholder The Debenture holders will not be entitled to any of the rights and privileges available to the shareholders other than those available to them under the Companies Act. Rights of Debenture holder(s)
The Debentures shall not, except as provided in the Act, confer upon the holders thereof any rights or privileges available to the members of the Issuer including the right to receive Notices or Annual Reports of, or to attend and/or vote, at the General Meeting of the Issuer. However, if any resolution affecting the rights attached to the Debentures is to be placed before the shareholders, the said resolution will first be placed before the concerned registered Debenture holder(s) for their consideration. In terms of Section 136 of the Companies Act, 2013, holders of Debentures shall be entitled to a copy of the Balance Sheet on a specific request made to the Issuer.
The rights, privileges and conditions attached to the Debentures may be varied, modified and/or abrogated
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with the consent in writing of the holders of at least three-fourths of the outstanding amount of the Debentures or with the sanction of Special Resolution passed at a meeting of the concerned Debenture holder(s), provided that nothing in such consent or resolution shall be operative against the Issuer, where such consent or resolution modifies or varies the terms and conditions governing the Debentures, if the same are not acceptable to the Issuer.
The registered Debenture holder or in case of joint-holders, the 1 (One) whose name stands first in the Register of Debenture holder(s) shall be entitled to vote in respect of such Debentures, either in person or by proxy, at any meeting of the concerned Debenture holder(s) and every such holder shall be entitled to 1 (One) vote on a show of hands and on a poll, his/her voting rights shall be in proportion to the outstanding nominal value of Debentures held by him/her on every resolution placed before such meeting of the Debenture holder(s).
The Debentures are subject to the provisions of the Companies Act, 1956, the Memorandum and Articles of the Issuer, the terms of this Information Memorandum and the Application Form. Over and above such terms and conditions, the Debentures shall also be subject to other terms and conditions as may be incorporated in the Trustee Agreement/ Letters of Allotment/ Debenture Certificates, guidelines, notifications and regulations relating to the issue of capital and listing of securities issued from time to time by the Government of India and/or other authorities and other documents that may be executed in respect of the Debentures.
Save as otherwise provided in this Information Memorandum, the provisions contained in Annexure C and/ or Annexure D to the Companies (Central Government’s) General Rules and Forms, 1956 as prevailing and to the extent applicable, will apply to any meeting of the Debenture holder(s), in relation to matters not otherwise provided for in terms of the Issue of the Debentures.
A register of Debenture holder(s) will be maintained in accordance with Section 88 of the Companies Act, 2013, and all interest and principal sums becoming due and payable in respect of the Debentures will be paid to the registered holder thereof for the time being or in the case of joint-holders, to the person whose name stands first in the Register of Debenture holder(s).
The Debenture holder(s) will be entitled to their Debentures free from equities and/or cross claims by the Issuer against the original or any intermediate holders thereof.
Modifications of Rights The rights, privileges, terms and conditions attached to the Debentures may be varied, modified or abrogated with the consent, in writing, of those holders of the Debentures who hold at least three fourth of the outstanding amount of the Debentures or with the sanction accorded pursuant to a resolution passed at a meeting of the Debenture holders, carried by a majority consisting of not less than three-fourths of the persons voting there upon a show of hands or, if a poll is demanded by a majority representing not less than three-fourths in value of the votes cast on such poll, provided that nothing in such consent or resolution shall be operative against the Issuer where such consent or resolution modifies or varies the terms and conditions of the Debentures, if the same are not accepted in writing by the Issuer. Provisions for Meeting of Debenture holders The terms set out in the relevant provisions of the Trustee Agreement shall apply to the meetings of the Debenture holders. Modification of Debentures/Information Memorandum The Registrar and the Issuer may agree, without the consent of the Debenture holder(s) to: 1. any modification to the Debentures, which is not prejudicial to the interest of the Debenture holder(s); and 2. any modification of this Information Memorandum which is a manifest or proven error or is in violation of any provision of law. Events of Default The occurrence of any one of the following events shall constitute an “Event of Default” by the Issuer:
Default in payment of monies due in respect of interest owing upon the Debentures;
49
Minimum Security Cover falls below 1.50 (One decimal five zero);
Default in payment of any other monies including costs, charges and expenses incurred by the Trustees;
Default is committed in the performance or observance of any covenant, condition or provision contained in this Information Memorandum or any other Transaction Documents;
Any information given by the Issuer to the Debenture holder(s), in this Information Memorandum, reports and other information furnished by the Issuer and the warranties given/deemed to have been given by the Issuer to the Debenture holder(s)/Trustees, to the best of its knowledge, is misleading or incorrect in any respect;
The Issuer is unable to or have admitted in writing our inability to pay our debt as they mature;
A Receiver or a Liquidator has been appointed or allowed to be appointed of all or any part of Issuer’s undertaking;
Issuer ceases to carry on its business; and
Authority or permission to carry on its material business has been revoked by the competent government authority.
A more detailed description of and additional Events of Default are provided in the Transaction Documents. Consequences of Default If any default has occurred and is continuing, the Trustee may, if so requested in writing by the holders of at least 50 (Fifty Per Cent) in nominal amount of the Debentures then outstanding or if so directed by an Extraordinary Resolution of the Debenture holder(s), shall (subject to being indemnified and/or secured to its satisfaction), institute proceedings against the Issuer for the winding up of the Issuer (or any analogous proceeding under the laws of India) or for amounts due provided however that the Issuer shall not, by virtue of the institution of any proceedings be obliged to pay any sums sooner than the same would otherwise have been payable by it. The Trustee may refuse to follow any direction that conflicts with applicable law or the Debenture Trustee Agreement, that may involve the Trustee in personal liability, or that the Trustee determines in good faith may be unduly prejudicial to the rights of Debenture holder(s) not joining in the giving of such direction, and may take any other action it deems proper that is not inconsistent with any such direction received from Debenture holder(s). Governing Law and Jurisdiction The Debentures are governed by and will be construed in accordance with the Indian law. The Issuer, the Debentures and Issuer’s obligations under the Debentures shall, at all times, be subject to the directions of the RBI and the SEBI. The Debenture holders, by purchasing the Debentures, agree that the Hon’ble Mumbai High Court shall have exclusive jurisdiction with respect to matters relating to the Debentures. XIV. DISCOUNT ON THE OFFER PRICE The Debentures are being issued at the Face Value and not at discount. Hence, the Investor shall pay 100% (One Hundred percent) of the Issue Price on subscription. XV. DEBT EQUITY RATIO PRIOR TO AND AFTER THE ISSUE OF THE DEBT SECURITY
Debt Equity ratio
Prior to the current Issue 0.32
Post the current Issue 0.35
XVI. PERMISSION AND CONSENT FROM THE CREDITORS FOR A SECOND/PARI-PASSU CHARGE There is no charge that is existing on the properties of the Issuer. Wherever required, the Issuer has obtained permission from the existing creditors for raising monies under the present Issue. The Issuer cannot create or cede second charge on the properties provided for Security Cover against the Debentures being issued under this Information Memorandum.
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XVII. NAME OF DEBENTURE TRUSTEE AND CONSENT THEREOF The Issuer has appointed IL & FS Trust Company Limited to act as Trustees for and on behalf of the Debenture holders. The address and contact details of the Trustees are as under: IL&FS Trust Company Limited The IL&FS Financial Center Plot No. C–22, G Block, Bandra Kurla Complex Bandra(E), Mumbai 400051 Tel: +91 22 2659 3612 Fax: +91 22 2659 3297 [email protected] IL & FS Trust Company Limited has given its written consent for its appointment as Debenture Trustee to the Issue under Regulation 4 (4) and inclusion of its name in the form and context in which it appears in this Information Memorandum and in all the subsequent periodical communications sent to the Debenture holders. A copy of the letter from Debenture Trustee conveying their consent to act as Trustees for the Debenture holders is enclosed in Annexure 2. XVIII. RATING AND RATING RATIONALE ADOPTED BY RATING AGENCIES.
CRISIL has assigned a rating of “A+” (Pronounced as A Plus) to these Debentures. The rating letter is enclosed herewith. The rating is not a recommendation to buy, sell or hold securities and investors should take their own decision. The rating may be subject to revision or withdrawal at any time by the assigning rating agency and each rating should be evaluated independently of any other rating. The rating 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. XIX. LISTING OF DEBENTURES. The Non-Convertible Redeemable Debentures (NCDs) are proposed to be listed on the Debt Segment of the Bombay Stock Exchange Limited (BSE), being the designated stock exchange, from whom the Issuer has obtained an in-principle approval for listing of the said Debentures. Bombay Stock Exchange Limited Phiroze Jeejeebhoy Towers Dalal Street Mumbai- 400001 XX. SUMMARY TERM SHEET
Security Name for Series I Debentures
Kolte Patil- Senior NCD 12.25% Year 2017
Security Name for Series II Debentures
[ ]
Issuer Kolte-Patil Developers Limited
Type of Instrument Rated Secured Redeemable Non-Convertible Debentures
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Nature of instrument
Secured
Seniority Senior
Mode of issue Private placement
Eligible Investors Companies, bodies corporate and societies authorised to invest in debentures;
Insurance companies and trusts authorised to invest in debentures;
Commercial banks, financial institutions, commercial banks and regional rural banks;
Non-banking finance companies and residuary non-banking finance companies;
SEBI-registered mutual funds;
SEBI-registered foreign institutional investors and their sub-accounts; and
Any other investor eligible to apply for investment in the Debentures, subject to confirmation by the Issuer.
Listing (including name of stock Exchange(s) where it will be listed and timeline for listing)
The Debentures are proposed to be listed on the Debt Segment of the Bombay Stock Exchange Limited (BSE).
Rating of the Instrument
A+ by CRISIL
Issue Size Rs. 75,00,00,000 (Rupees Seventy Five Crores only) to be issued in the form of Series I Debentures and Series II Debentures.
Option to retain oversubscription (Amount)
N.A
Objects of the Issue
The proceeds of the Issue, after meeting Transaction Expenses, shall be utilized towards the repayment of existing indebtedness of the Issuer and other general corporate purposes.
Details of utilisation of the issue proceeds
The proceeds of the issue after meeting transaction expenses, shall be utilized towards the repayment of existing indebtedness and other general corporate purposes.
Coupon Rate 12.25% (Twelve decimal Two Five per cent) per annum payable quarterly on each Coupon Payment Date
Step Up/Step Down Coupon Rate1
N.A
Coupon payment frequency
Quarterly
Coupon payment dates
Coupon will be paid on [●] of each quarter.
Coupon type Fixed
Coupon Reset Process (including rates, spread, effective date, interest rate cap and floor etc).
N.A
Day Count Basis Actual/Actual
Interest on Application Money
Interest at the coupon rate (subject to deduction of income tax under the provisions of the I.T. Act, or any other statutory modification or re-enactment thereof, as applicable) will be paid to all the applicants on the application money for the Debentures. Such interest shall be paid from the date of realisation of cheque(s)/ demand draft(s) upto 1 (One) day prior to the Deemed Date of Allotment. The interest on application money will be computed on an Actual/365 day basis. Such interest would be paid on all the valid applications, including the refunds. Where the
52
entire subscription amount has been refunded, the interest on application money will be paid along with the refund orders. Where an applicant is allotted lesser number of Debentures than applied for, the excess amount paid on application will be refunded to the applicant along with the interest on application money.
Default Interest Rate
In case of default in payment of Interest and/or principal redemption on the due dates, additional interest of at least @ 2% p.a. over the Coupon Rate will be payable by the Issuer for the defaulting period.
Tenor for Series I Debentures
36 (Thirty Six) months from the Series I Deemed Date of Allotment.
Tenor for Series II Debentures
36 (Thirty Six) months from the Series II Deemed Date of Allotment.
Redemption Date Dates on which Principal will be repaid.
Redemption Amount
Series I Debentures : At par, at paid up value, at the 36 (Thirty Six) months from the Series I Date of Allotment Series II Debentures: At par, at paid up value, at the expiry of 36 (Thirty Six) months from the Series II Date of Allotment.
Redemption premium/discount
N.A
Issue Price Rs. 10,00,000/- (Rupees Ten Lakhs only) per Debenture
Discount at which the Security Cover is issued and the effective yield as a result of such discount
Issued at face value
Face Value Rs. 10,00,000/- (Rupees Ten Lakhs only) per Debenture
Minimum Application
49 (Forty Nine) Debentures of Rs.10,00,000 (Rupees Ten Lakhs only) and in multiples of 1 Debenture of Rs. 10,00,000/- (Rupees Ten Lakhs only) each thereafter
Issue timing
Series I Debentures -Issue opening date
December 11, 2014
Series II Debentures- Issue opening date
[●]
Series I Debentures -Issue closing date
December 11, 2014
Series II Debentures -Issue closing date
[●]
Series I Debentures -Pay-in Date
December 11, 2014
Series II Debentures -Pay-in Date
[●]
Series I Deemed Date of Allotment
December 11, 2014
Series II- Deemed Date of Allotment
[●]
Series I -Date of Allotment
December 11, 2014
Series II -Date of Allotment
[●]
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Issuance mode Only in Dematerialised form
Trading mode The Debentures will be traded in dematerialised form only
Settlement mode Payment of interest and principal will be made by way of cheque(s)/ interest warrant(s)/ demand draft(s)/credit through RTGS system
Depository NSDL/CDSL
Business Day Convention
In case the Coupon Payment Date falls on a holiday, the next business day shall be considered. In case the redemption date falls on a holiday, the previous business day shall be considered.
Record Date Record Date with respect to any due date, shall mean the later of: (i) the Monday of the week in which the due date falls; or (ii) 2 (Two) calendar days prior to the due date in question, on the basis of which the determination of the Persons entitled to receive payment of coupon, redemption of principal and other payments, if any, as the case may be, in respect of the Debentures shall be made.
Security Cover (where applicable) (including description, type of security, type of charge, likely date of creation of security, minimum security cover, revaluation, replacement of security).
The Debentures shall be secured by an exclusive first ranking charge in favour of the Debenture Trustee (on behalf of the Debenture holders) on the Security Cover as set out in Annexure 8. The Security Cover includes inter alia the following:
Charge by way of a mortgage over land and Project assets of Jazz 2 located at Pimple Nilakh;
Charge on all cash flows and receivables pertaining to the Project;
Charge on the Escrow Account for the Project;
Minimum asset cover of 1.50 (One decimal five zero) times the total principal amount of the Debentures outstanding and aggregate interest accrued but not paid on the Debentures as on the relevant date to be maintained , throughout the tenor of the Debentures;
Security Cover to be tested on an annual basis based on the valuation report submitted by a valuer acceptable to Debenture Trustee;
Security Cover to be created upfront in favour of Debenture Trustee
Transaction documents
Transaction Documents shall mean and include:
this Shelf Information Memorandum dated December 10, 2014
the Debenture Trust Deed;
the Debenture Trustee Agreement;
Escrow Agreement;
Rating Letter;
Consent letter from the Debenture Trustee
In-principle approval from BSE; and
any and all agreements and documents in relation to the Debentures as may be specified by the parties as the Transaction Documents
Conditions Precedent to Disbursement
The Issuer shall have to fulfill the following conditions to be eligible to issue the Debentures:
Execution of the Transaction Documents;
A copy of a resolution of the shareholders of the Issuer under Section 180 (a) of the Act should have been submitted to the Debenture Trustee:
(i) authorising the Board of the Issuer to borrow monies on behalf of the Issuer;
(ii) authorising the maximum limits of borrowing which can be availed by the Issuer;
(iii) authorising the Issuer to create security over its assets;
A copy of a resolution of the Board of the Issuer should have been submitted to the Debenture Trustee authorising the Issuer to issue Debentures;
A copy of a resolution of the Board/Finance Committee of the Issuer should have been submitted to the Debenture Trustee approving the issuance of Debentures on the terms and conditions as stipulated in this Shelf Information Memorandum;
54
A representation stating that No Event of Default has occurred by the Issuer;
A certificate of an authorised signatory of the Issuer certifying that there are no circumstances existing which could give rise, with the passage of time or otherwise, to a material adverse effect;
The Issuer to obtain valuation reports as of a recent date (not earlier than 2 (Two) months prior to the Deemed Date of Allotment) from at least 2 (Two) reputed valuers in respect of the Security Cover to be secured in relation to the Debentures;
The Issuer to obtain a title search report from a reputed legal firm in respect of the Security Cover to be secured in relation to the Debentures;
The Issuer to submit an architect certificate as of a recent date (not earlier than 2 (Two) months prior to the Deemed Date of Allotment) confirming the minimum FAR (Floor Area Ratio) and minimum leasable area of the Project; the receipt and status of compliance with all necessary material consents, approvals, licences and authorities (including environmental, forest authority and height clearance as well as any material regulatory filing, reporting or disclosure requirements), including in respect of current usage, zoning and proposed development of the land in relation to the Project; and the cost so far incurred and balance cost to be incurred by the Issuer to develop and operate the Project; with an annexure containing the details of the sale/conveyance deed(s) for the Project land, a copy of a map of the Project land, and a copy of the approved building plan for the Project (appropriately demarcating or identifying the Project land, where any such maps or plans pertain to any larger land area/parcel);
The Issuer shall execute the Debenture Trust Deed, the debenture trustee agreement, the escrow agreement and the creation of the Security (including a registered mortgage on the Mortgaged Property) on or prior to the Deemed Date of Allotment;
The Issuer to submit a copy of the insurance policy in relation to the Project, with a list of the current work in progress at the Project and confirming that such assets are covered under such master insurance policy;
The Issuer shall have issued the cheques for repayment, in favour of the relevant designated account for the benefit of the Debenture holders for the amount equivalent to the principal amount of the Debentures together with the Coupon payable thereon; and
Evidence that all the Conditions Precedent have been satisfied by the Issuer to the satisfaction of the Debenture Trustee and the receipt by the Debenture Trustee of a Conditions Precedent compliance certificate in this regard, in a form and manner acceptable to the Debenture Trustee.
Condition Subsequent to Disbursement
The Issuer shall ensure that credit of the Debentures to the dematerialized accounts of the allottees will be made within 2 (Two) working days to the Deemed Date of Allotment;
The Issuer shall ensure that the Debentures are listed on Bombay Stock Exchange /National Stock Exchange within 7 (Seven) days from the Deemed Allotment Date;
The Issuer to comply with all reporting and filing requirements applicable to it pursuant to the listing agreement to be entered into with Bombay Stock Exchange /National Stock Exchange for the listing of the Debentures thereon;
The Issuer will comply with all applicable requirements for a creation of a Debenture Redemption Reserve and credit of appropriate amounts into such Debenture Redemption Reserve in relation to the Debentures;
The Issuer shall ensure that within a period of 15 Business Days from Date of Allotment of the Debentures, the Issuer has filed the relevant forms with the Registrar of Companies, as required under the provisions of the Companies Act for the purposes of recording the creation of the relevant Security Cover pursuant to creation of an exclusive first ranking charge in favour of the Debenture Trustee
55
in the manner contemplated under the Transaction Documents.
The Issuer shall notify the Escrow Bank upon reaching the Cash Advance Threshold in the Project Escrow Account within 3 (Three) Business Days of such occurrence
The Issuer, at its own cost will submit to the Debenture Trustee a valuation report of a recent date (not earlier than 2 (Two) months prior to the end of every year) from the approved valuers in respect of the Secured Assets, at the end of every year;
The Issuer will conduct requisite financial monitoring and Project level reporting as set out below:
(i) within 30 (Thirty) days from the end of each quarter, the Issuer shall submit the Debenture Outstandings details on a consolidated level with the amount outstanding, balance repayment schedule and maturity;
(ii) within 30 (Thirty) days from the end of each quarter, the Issuer shall submit the un-audited financial statements as disclosed on the exchange;
(iii) within 30 (Thirty) days from the end of each quarter, the Issuer shall submit to the Debenture Trustee details of all projects and their details as agreed upfront;
(iv) within 30 (Thirty) days from the end of each quarter, the Issuer shall submit to the Trustee details of sales booked, collection done, Project cost incurred, cost overrun if any, balance cost to be incurred on the Secured Asset.
Events of Default The Debenture Holders at their discretion directly or acting through the Debenture Trustee may initiate proceedings in case of occurrence of any of the Events of Default inter alia which are as follows:
Any of the approvals for the Project from any statutory authority are revoked or threatened to be revoked;
Non-payment of Coupon or Face Value or any other Debenture Outstandings due on the designated due date;
Insolvency of the Issuer or winding-up whether it is voluntarily or compulsorily;
Breach of any representations and warranties, Project related and otherwise, as described in the Debenture Trust Deed;
Breach of any covenants which are material in nature as described in the Debenture Trust Deed;
Non-creation of Security Cover within the stipulated timeline;
Any material event / material development or material change involving the Issuer at the time of issue or during the currency of the Debentures which may affect continuance of outstanding investment in the Debentures by the investor.
Further to the above, the Transaction Documents contain additional Events of Default.
Provisions related to Cross Default Clause
The occurrence of the following events shall constitute an “Event of Default” by the Issuer:
any Financial Indebtedness of the Issuer is not paid when due and the applicable cure period has lapsed without the Issuer remedying the same; or
any Financial Indebtedness of the Issuer is declared or otherwise becomes due and payable before its specified maturity; or
any creditor of the Issuer becomes entitled to declare any Financial Indebtedness of the Issuer due and payable before its specified maturity as a result of an event of default (however described);
In all of the above situations the event will constitute an Event of Default only if the Issuer is in default of more than Rs. 1,00,00,000/- (Rupees One Crore Only).
Role and Responsibilities of Debenture Trustee
The Trustees shall protect the interest of the bondholders in the event of default by the Issuer in regard to timely payment of interest and repayment of principal and shall take necessary action at the cost of the Issuer. No Debenture holder shall be entitled to proceed directly against the Issuer unless the Trustees, having become so bound to proceed, fail to do so.
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Governing Law and Jurisdiction
The Debentures are governed by and will be construed in accordance with the Indian law. The Issuer, the Debentures and Issuer’s obligations under the Debentures shall, at all times, be subject to the directions of the RBI and the SEBI. The Debenture holders, by purchasing the Debentures, agree that the Hon’ble Mumbai High Court shall have exclusive jurisdiction with respect to matters relating to the Debentures.
Note: 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.
Additional covenants of the Issuer for Private Placement of Debentures are mentioned below:
i. Security Creation (where applicable): In case of delay in execution of Trust Deed and Charge documents, the Company will refund the subscription with agreed rate of interest or will pay penal interest of atleast 2% p.a. over the coupon rate till these conditions are complied with at the option of the investor.
ii. Default in Payment: In case of default in payment of Interest and/or principal redemption on the due dates, additional interest of atleast @ 2% p.a. over the coupon rate will be payable by the Company for the defaulting period
iii. Delay in Listing: In case of delay in listing of the debt securities beyond 20 days from the deemed date of allotment, the Company will pay penal interest of atleast 1 % p.a. over the coupon rate from the expiry of 30 days from the deemed date of allotment till the listing of such debt securities to the investor.
The interest rates mentioned in above three cases are the minimum interest rates payable by the Company and are independent of each other.
Issue Programme:
Series I Debentures Issue Opening Date
December 11, 2014
Series II Debentures Issue Opening Date
[●]
Series I Debentures Issue Closing Date
December 11, 2014
Series II Debentures Issue Closing Date
[●]
Series I Debentures Pay-in Date
December 11, 2014
Series II Debentures Pay-in Date
[●]
Series I Debentures Deemed Date of Allotment
December 11, 2014
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Series II Debentures Deemed Date of Allotment
[●]
58
ISSUE RELATED INFORMATION
I. Details of debt securities issued and sought to be listed including face value, nature of debt
securities, and mode of issue i.e. public issue or private placement
In terms of this Shelf Information Memorandum, the Issuer intends to raise an amount of Rs. 75,00,00,000 (Rupees Seventy Five Crores Only) through the issue of senior, rated, secured, redeemable, non-convertible, listed, taxable and transferable debentures of face value Rs. 10,00,000/- (Rupees Ten Lakhs Only) each to be issued by the Issuer in the form of Series I Debentures and Series II Debentures through Private Placement and proposes to list such Debentures on WDM. Further details about the securities sought to be listed are provided below.
II. Terms pertaining to the Issue (hereinafter referred to as the “Term Sheet”)
No. Item Particulars
Quantum Rs. 75,00,00,000/- (Rupees Seventy Five Crores only)
No. of Debentures issued Series I Debentures- 400 (Four Hundred) each having a face value of Rs. 10,00,000 (Rupees Ten Lakhs only) amounting to Rs. 40,00,00,000 (Rupees Forty Crores only). Series II Debentures- 350 (Three Hundred and Fifty) each having a face value of Rs. 10,00,000 (Rupees Ten Lakhs only) amounting to Rs. 35,00,00,000 (Rupees Thirty Five Crores only).
Tenor For Series I Debentures shall be 36 (Thirty Six) months from Series I Debenture Deemed Date of Allotment. For Series II Debentures shall be 36 (Thirty Six) months from Series II Debenture Deemed Date of Allotment.
Redemption At the end of 3 (Three) years from the Deemed Date of Allotment.
Coupon Rate (“Coupon Rate”)
12.25% (Twelve decimal Two Five per cent) per annum payable quarterly.
Coupon Payment Frequency
Quarterly
Coupon Payment Date(s) (“Coupon Payment Date(s)”) for Series I Debentures
Payment Date Amount in Rupees
No. of days in Coupon period
11-Mar-15
1,20,82,192
90
11-Jun-15
1,23,50,685
92
11-Sep-15
1,23,50,685
92
11-Dec-15
1,22,16,438
91
11-Mar-16
1,21,83,060
91
13-Jun-16
1,26,19,178
94
12-Sep-16
1,22,16,438
91
12-Dec-16
1,22,16,438
91
13-Mar-17
1,22,16,438
91
12-Jun-17
1,22,16,438
91
11-Sep-17
1,22,16,438
91
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No. Item Particulars
11-Dec-17
1,22,16,438
91
Coupon Payment Date(s) (“Coupon Payment Date(s)”) for Series II Debentures
[●]
Final Maturity Date- Series I Debentures (“Redemption Date(s)”)
The scheduled Final Maturity Date shall fall on the expiry of 36 (Thirty Six) months starting from the Series I Deemed Date of Allotment.
Final Maturity Date- Series II Debentures (“Redemption Date(s)”)
The scheduled Final Maturity Date shall fall on the expiry of 36 (Thirty Six) months starting from the Series II Deemed Date of Allotment.
Minimum Application and Multiples
49 (Forty Nine) Debentures of Rs.10,00,000 (Rupees Ten Lakhs only) and in multiples of 1 Debenture of Rs. 10,00,000/- (Rupees Ten Lakhs only )each thereafter.
Eligible Investors in the primary market
Companies, bodies corporate and societies authorised to invest in debentures;
Insurance companies and trusts authorised to invest in debentures;
Commercial banks, financial institutions, commercial banks and regional rural banks;
Non-banking finance companies and residuary non-banking finance companies;
SEBI-registered mutual funds;
SEBI-registered foreign institutional investors and their sub-accounts; and
Any other investor eligible to apply for investment in the Debentures, subject to confirmation by the Issuer.
1. Mode of Subscription Only in dematerialized form
2. Coupon type Fixed
3. Issuance Mode of the Debentures
Only in dematerialized form
4. Trading Mode of the Instrument
Only in dematerialized form
5. Interest on application money
Interest at the coupon rate (subject to deduction of income tax under the provisions of the I.T. Act, or any other statutory modification or re-enactment thereof, as applicable) will be paid to all the applicants on the application money for the Debentures. Such interest shall be paid from the date of realisation of cheque(s)/ demand draft(s) upto 1 (One) day prior to the Deemed Date of Allotment. The interest on application money will be computed on an Actual/365 day basis. Such interest would be paid on all the valid applications, including the refunds. Where the entire subscription amount has been refunded, the interest on application money will be paid along with the refund orders. Where an applicant is allotted lesser number of Debentures than applied for, the excess amount paid on application will be refunded to the applicant along with the interest on application money.
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No. Item Particulars
6. Security Cover The Debentures shall be secured by an exclusive first ranking charge in favour of the Debenture Trustee (on behalf of the Debenture holders) on the Security Cover as set out in Annexure 8. The Security Cover includes inter alia the following:
Charge by way of a mortgage over land and Project assets of Jazz 2 located at Pimple Nilakh;
Charge on all cash flows and receivables pertaining to the Project;
Charge on the Escrow Account for the Project;
All the above shall collectively mean Secured Assets.
Minimum asset cover of 1.50 (One decimal five zero) times the total principal amount of the Debentures outstanding and aggregate interest accrued but not paid on the Debentures as on the relevant date to be maintained , throughout the tenor of the Debentures;
Security Cover to be tested on an annual basis based on the valuation report submitted by a valuer acceptable to Debenture Trustee;
Security Cover to be created upfront in favour of Debenture Trustee..
7. Total DSR N.A
8. Escrow Mechanism Project Receivables to be received into Project Escrow Account. Escrow Bank to transfer all monies as per Company’s Instructions subject to the amounts being below the Threshold Amount. All project expenses (except interest and redemption) to be met out of this account. In case the Threshold Amount is received in the Project Escrow Account, then 25% of incremental inflows in Escrow Account to be transferred to Surplus Account. Threshold Amount to be defined as Rs. 300 crores. The amount in the Surplus Account will be used for redemption at the end of every quarter. Company to remit monies for Interest servicing and principal redemption into Project NCD Account. At the time of redemption, monies from Surplus Account to be withdrawn first and the difference to be remitted by the Issuer
9. Material Covenants Financial covenants: The Issuer to covenant the following during the tenure of the Issue:
A minimum Security Cover of 1.50 (One decimal five) times is to be maintained by the Issuer;
The ratio of Net Debt to Net Worth of the Issuer not to exceed 0.5x (Zero decimal five times)
Information Covenants:
The Issuer to submit a certificate from an independent Chartered Accountant within 10 (Ten) days, detailing the end use of the proceeds of the Issue;
Security Cover certificate to be computed and shared with the Debenture Trustee at every annual interval;
A certificate for compliance by the Issuer must also be submitted at the end of each quarter;
Submission of financial information of the Issuer with 60 (Sixty) days from the end of each quarter.
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No. Item Particulars
Negative Covenants: During the tenure of the Debentures, without the prior written approval of the Debenture Trustee, the Issuer shall not:
breach or cause to be breached any material terms of any of the Transaction Documents, including without limitation the Conditions Precedent and Conditions Subsequent as well as the Financial Covenants and conditions set forth under the Debenture Trust Deed;
claim any immunity against the Debenture Trustee or any Debenture holder in respect of matters arising out of or in connection with the Debenture Trust Deed or the Debentures;
declare or pay any dividend to the Issuer’s shareholders during any financial year unless it has paid the instalment of principal and interest then due and payable on the Debentures;
voluntarily suffer or permit or cause the total equity shareholding of the promoters of the Issuer to fall below 51% (Fifty One Per Cent) of the total issued and paid-up equity share capital of the Issuer and/or a change in management control of the Issuer;
undertake or permit any merger, demerger, amalgamation, reconstruction or reduction of share capital, other than a Permitted Reorganisation which shall not adversely affect the interest of Debenture Holders;
make or permit any amendments in its constitutional documents, which have or may have a material adverse effect on the interests of the Debenture holders;
voluntarily suffer or permit or cause to be done any act, which has a material adverse effect on the Issuers right to transact business or its profits or sales or whereby any payment due on the Debentures may be hindered or delayed; or
voluntarily suffer or permit or cause to be done any act, which has a material adverse effect on the Issuer’s right to transact business or on the Security Cover;
provided that the Issuer will be liable for any breach or alleged breach or potential breach of any negative covenant set out above, which is cured within a 30 (Thirty) day period from the happening of such act, event or development.
10. Prepayment and Mandatory Prepayment
Voluntary prepayment:
The Issuer shall not be permitted to voluntarily make any prepayment except in accordance with the provisions of mandatory prepayment given below.
Mandatory Cash Sweep In the event that the Issuer receives project receivables by way of advances, in cash, more than Rs.300,00,00,000/- (Rupees Three Hundred Crores only) from the purchasers of the units of the project (“Cash Advance Threshold”), the Issuer shall be mandatorily required to instruct the Escrow Bank to immediately transfer 25% (Twenty Five per cent) of any such incremental amount over and above the Cash Advance Threshold , in quarterly instalments (and at the end of each such quarter) commencing from the date of receipt of the Cash Advance Threshold until the expiry of the Final Maturity Date, to the Surplus Account (as defined under the Debenture Trust Deed).
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No. Item Particulars
In this regard, upon receiving the Cash Advance Threshold, the Company shall forthwith send a written confirmation to the Debenture Trustee and the Escrow Bank. Additionally, the Company shall cause the Escrow Bank and shall ensure that the terms of the Escrow Agreement require the Escrow Bank to forthwith send a written confirmation to the Debenture Trustee upon the Company meeting the Cash Advance Threshold (as defined above). The Debenture Trustee shall, on receipt of the notice from the Escrow Bank as aforesaid, shall immediately transfer 25% of any such incremental amount over and above the Cash Advance Threshold from the Project Escrow Account to the Surplus Account (“Mandatory Cash Sweep Amount”).
The Debenture Holders agree that the proceeds lying in the Surplus Account shall be permitted to be invested in Permitted Investments and accordingly the Escrow Bank shall be permitted to invest the proceeds lying in the Surplus Account in Permitted Investments for the period commencing from the date of the deposit of the Mandatory Cash Sweep Amount in the Surplus Account upto the earlier of: (a) the Mandatory Prepayment Date(s) (as defined below) or (b) the Final Maturity Date.
Mandatory Prepayment The Debenture Holdres shall be entitled, in their sole discretion, to require the Company to prepay all the Debentures by making payment of the Debenture Outstandings from the proceeds lying in the Surplus Account (“Mandatory Prepayment”). Accordingly the Debenture Holders shall be entitled to instruct the Debenture Trustee who shall be entitled to instruct the Escrow Bank to transfer the amounts lying the Surplus Account to the Project NCD Account which shall be utilised to prepay the principal amounts in respect of the Debentures upto the extent as set out herein and in accordance with the escrow mechanism.
Other Conditions All Mandatory Prepayments made by the Company shall be applied towards the principal outstanding in respect of the Debentures (on a pari passu basis) and shall be paid by the Escrow Bank, on behalf of the Company, by way of transfer of the amounts from the Surplus Account to the Project NCD Account . The Company shall ensure that the Escrow Bank transfers all such amounts to be prepaid from the Project NCD Account to the account of the Debenture Holders. No Mandatory Prepayment shall be made by the Company or shall be accepted by the Debenture Trustee which is not as per the terms and conditions of the Debenture Trust Deed or the escrow agreement.
No prepayment penalty or fee shall be payable in relation to the Mandatory Prepayment. No amount prepaid may subsequently be re-borrowed.
11. Issue Timing 1. Series I Debentures
Issue Opening Date 2. Series II Debentures
Issue Opening Date
December 11, 2014 [ ]
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No. Item Particulars
3. Series I Debentures Issue Closing Date
4. Series II Debentures Issue Closing Date
5. Series I Debentures Pay-in Date
6. Series II Debentures Pay-in Date
7. Series I Debentures Deemed Date of Allotment
8. Series II Debentures Deemed Date of Allotment
December 11, 2014 [ ] December 11, 2014 [ ] December 11, 2014 [ ]
12. Conditions precedent to Disbursement
The Issuer shall have to fulfill the following conditions to be eligible to issue the Debentures:
Execution of the Transaction Documents;
A copy of a resolution of the shareholders of the Issuer under Section 180 (a) of the Act should have been submitted to the Debenture Trustee:
(i) authorising the Board of the Issuer to borrow monies on behalf of the Issuer;
(ii) authorising the maximum limits of borrowing which can be availed by the Issuer; and
(iii) authorising the Issuer to create security over its assets;
A copy of a resolution of the Board of the Issuer should have been submitted to the Debenture Trustee authorising the Issuer to issue Debentures;
A copy of a resolution of the Board/Finance Committee of the Issuer should have been submitted to the Debenture Trustee approving the issuance of Debentures on the terms and conditions as stipulated in this Information Memorandum;
A representation stating that No Event of Default has occurred by the Issuer;
A certificate of an authorised signatory of the Issuer certifying that there are no circumstances existing which could give rise, with the passage of time or otherwise, to a material adverse effect;
The Issuer to obtain valuation reports as of a recent date (not earlier than 2 (Two) months prior to the Deemed Date of Allotment) from at least 2 (Two) reputed valuers in respect of the Security Cover to be secured in relation to the Debentures;
The Issuer to obtain a title search report from a reputed legal firm in respect of the Security Cover to be secured in relation to the Debentures;
The Issuer to submit an architect certificate as of a recent date (not earlier than 2 (Two) months prior to the Deemed Date of Allotment) confirming the minimum FAR (Floor Area Ratio) and minimum leasable area of the Project; the receipt and status of compliance with all necessary material consents, approvals, licences and authorities (including environmental, forest authority and height clearance as well as any material regulatory filing, reporting or disclosure requirements), including in respect of current usage, zoning and proposed development of the land in relation to the Project; and the cost so far incurred and balance cost to be incurred by the Issuer to develop and operate the Project; with an annexure containing the details of the sale/conveyance
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No. Item Particulars
deed(s) for the Project land, a copy of a map of the Project land, and a copy of the approved building plan for the Project (appropriately demarcating or identifying the Project land, where any such maps or plans pertain to any larger land area/parcel);
The Issuer to submit a copy of the insurance policy in relation to the Project, with a list of the current work in progress at the Project and confirming that such assets are covered under such master insurance policy;
The Issuer shall execute the Debenture Trust Deed, the debenture trustee agreement, the escrow agreement and the creation of the Security (including a registered mortgage on the Mortgaged Property) on or prior to the Deemed Date of Allotment;
The Issuer shall have issued the cheques for repayment, in favour of the relevant designated account for the benefit of the Debenture holders for the amount equivalent to the principal amount of the Debentures together with the Coupon payable thereon; and
Evidence that all the Conditions Precedent have been satisfied by the Issuer to the satisfaction of the Debenture Trustee and the receipt by the Debenture Trustee of a Conditions Precedent compliance certificate in this regard, in a form and manner acceptable to the Debenture Trustee.
13. Conditions subsequent to subscription of Debentures
The Issuer shall ensure that credit of the Debentures to the dematerialized accounts of the allottees will be made within 2 (Two) working days to the Deemed Date of Allotment;
The Issuer shall ensure that the Debentures are listed on Bombay Stock Exchange /National Stock Exchange within 7 (Seven) days from the Deemed Allotment Date;
The Issuer to comply with all reporting and filing requirements applicable to it pursuant to the listing agreement to be entered into with Bombay Stock Exchange /National Stock Exchange for the listing of the Debentures thereon;
The Issuer will comply with all applicable requirements for a creation of a Debenture Redemption Reserve and credit of appropriate amounts into such Debenture Redemption Reserve in relation to the Debentures;
The Issuer shall ensure that within a period of 15 (Fifteen)Business Days from Date of Allotment of the Debentures, the Issuer has filed the relevant forms with the Registrar of Companies, as required under the provisions of the Companies Act for the purposes of recording the creation of the relevant Security Cover pursuant to creation of an exclusive first ranking charge in favour of the Debenture Trustee in the manner contemplated under the Transaction Documents.
The Issuer, at its own cost will submit to the Debenture Trustee a valuation report of a recent date (not earlier than 2 (Two) months prior to the end of every year) from the approved valuers in respect of the Secured Assets, at the end of every year;
The Issuer will conduct requisite financial monitoring and Project level reporting as set out below:
(i) within 30 (Thirty) days from the end of each quarter, the Issuer shall submit the Debenture Outstandings details on a consolidated level with the amount outstanding, balance repayment schedule and maturity;
(ii) within 30 (Thirty) days from the end of each quarter, the Issuer shall submit the un-audited financial statements as disclosed on the exchange;
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No. Item Particulars
(iii) within 30 (Thirty) days from the end of each quarter, the Issuer shall submit to the Debenture Trustee details of all projects and their details as agreed upfront;
(iv) within 30 (Thirty) days from the end of each quarter, the Issuer shall submit to the Trustee details of sales booked, collection done, Project cost incurred, cost overrun if any, balance cost to be incurred on the Secured Asset.
14. Events of Default The Debenture Holders at their discretion directly or acting through the Debenture Trustee may initiate proceedings in case of occurrence of any of the Events of Default inter alia which are as follows:
Any of the approvals for the Project from any statutory authority are revoked or threatened to be revoked;
Non-payment of Coupon or Face Value or any other Debenture Outstandings due on the designated due date;
Insolvency of the Issuer or winding-up whether it is voluntarily or compulsorily;
Breach of any representations and warranties, Project related and otherwise, as described in the Debenture Trust Deed;
Breach of any covenants which are material in nature as described in the Debenture Trust Deed;
Non-creation of Security Cover within the stipulated timeline;
Any material event / material development or material change involving the Issuer at the time of issue or during the currency of the Debentures which may affect continuance of outstanding investment in the Debentures by the investor.
Further to the above, the Transaction Documents contain additional Events of Default.
15. Early Redemption Events The Debenture holders will have the right to exercise a right to either:
early redemption of all the Debentures then outstanding, pursuant to which the Issuer will be required to redeem all the Debentures then outstanding in full, within 7 (Seven) days of the date of exercise of the right to early redemption by the Debenture holders in the event set out under (a) below and within 3 (Three) days of the date of the date of exercise of the right to early redemption by the Debenture holders in any of the events set out under (; or
reset the applicable interest rate on all the Debentures then outstanding, from and with effect from the date specified for this purpose.
The Debenture holders will have the above stated right on the occurrence of any of the following events:
A downgrade in the credit rating for the Issuer, to or below ‘A-‘ by CRISIL or a suspension or withdrawal of the rating of the Issuer by CRISIL (or equivalent rating by any other SEBI- registered credit rating agency), at any time during the tenor of the Debentures i.e. any time after Date of Allotment until Final Maturity Date;
Any financial indebtedness of the Issuer is not paid when due any amount of more than Rs. 1,00,00,000 (Rupees One Crore only) and the applicable cure period has lapsed without the Issuer remedying the same;
16. Consequences of an Event of Default
On and at any time after the occurrence of an Event of Default as set out hereinabove, the Debenture Trustee may, and shall if so directed by
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No. Item Particulars
the majority Debenture Holders:
Upon occurrence of Cross Default Failure of Security and Credit Downgrade,
i. accelerate the redemption of the Debentures and declare that all
or part of the Debenture Outstandings, together with accrued Coupon, and all other amounts accrued or outstanding under the Transaction Documents be immediately due and payable, whereupon they shall become due and payable (i) within 7 (Seven) days of exercise of right to early redemption in case of Credit Downgrade; (ii) within 3 (Three) days of exercise of right to early redemption in case of Cross Default and Event of Default in case of Security Cover (as mentioned in the Debenture Trust Deed); or
ii. Reset the applicable Default Interest on all Debentures;
17. Default interest All interest on the Debentures and all other Debenture Outstandings will, if not paid on the respective due dates, carry default simple interest at the rate of 2% (Two Per Cent) per annum over and above the interest rate payable on the Debentures, computed from the respective due dates.
18. Interest on Application Money
1. At Coupon Rate from date of pay-in till the Deemed Date of Allotment
19. Dematerialization Within 2 (Two) days of the Deemed Date of Allotment
20. Name of the Depository NSDL/ CDSL
21. Business Day Convention
In case the Coupon Payment Date falls on a holiday, the next business day shall be considered. In case the redemption date falls on a holiday, the previous business day shall be considered.
22. Role and Responsibilities of the Debenture Trustee
The Trustees shall protect the interest of the bondholders in the event of default by the Issuer in regard to timely payment of interest and repayment of principal and shall take necessary action at the cost of the Issuer. No Debenture holder shall be entitled to proceed directly against the Issuer unless the Trustees, having become so bound to proceed, fail to do so.
23. Total DSR Utilisation and Replenishment
N.A
24. Surplus Account After the end of each Financial Year, all sums lying to the credit of the Surplus Account (“Distribution Amount”) shall be deposited in the Designated Account subject to a DSCR of 1.05 calculated based on the last annual audited statement at the end of each Financial Year, DSCR shall be calculated as EBIDTA as reduced by income taxes payable divided by principal plus interest scheduled to be repaid on the Debentures during the relevant Financial Year.
25. Governing Law and Jurisdiction
The Debentures are governed by and will be construed in accordance with the laws of India. The Debenture Holders, by purchasing the Debentures, agree that the courts and tribunals at Mumbai shall have exclusive jurisdiction with respect to matters relating to the Debentures; provided however, that this shall not preclude the Debenture Trustee / Debenture Holders from initiating legal proceedings in any other court of competent jurisdiction.
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No. Item Particulars
26. Name and address of the valuer who performed valuation of the security
Rahul Vaidya Associate Director, Strategic Consulting Jones Lang LaSalle Property Consultants (India) Private Limited Level 6, Amar Avinash Corporate Plaza, 11, Bund Garden Road, Pune 411 001 Board: +91 (0)20 4019 610 Extn. 156 Direct: +91 (0)20 4019 6156 Fax: +91 (0)20 4019 6101 Mobile: +91 99608 56543 Email: [email protected]
A. Other Details pertaining to the Issue (a) Debenture Redemption Reserve (DRR):
The Issuer shall create a DRR and credit to the DRR such amounts as applicable under provisions of Section 71 of the Companies Act, 2013, read with the Companies (Issuance of Share Capital and Debentures) Rules, 2014 or any other relevant statute(s), as applicable.
(b) Application Process:
1. This Information Memorandum 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 issued by the Issuer. The document is for the exclusive use of the institution(s) to whom it is delivered and it should not be circulated or distributed to third parties. The document would be sent specifically addressed to the institution(s) by the Issuer.
2. Only eligible investors as given hereunder may apply for Debentures by completing the Application
Form in the prescribed format in BLOCK LETTERS in English as per the instructions contained therein. The applications not completed in the said manner are liable to be rejected. Application Form duly completed in all respects must be submitted with the Arranger to the Issue. The name of the applicant’s bank, type of account and account number must be filled in the Application Form. This is required for the applicant’s own safety and these details will be printed on the refund orders and interest/ redemption warrants.
3. The applicant or in the case of an application in joint names, each of the applicant, should mention
its Permanent Account Number (PAN) allotted under the Income Tax Act, 1961. As per the provision of Section 139A (5A) of the I.T. Act, PAN needs to be mentioned on the TDS certificates. Hence, the investor should mention his PAN if the investor does not submit Form 15G/15AA/other evidence, as the case may be for non-deduction of tax at source. In case the PAN has not been allotted, the applicant shall mention “Applied for” and in case the applicant is not assessed to income tax, the applicant shall mention ‘Not Applicable’ (stating reasons for non-applicability) in the appropriate box provided for the purpose. Application Forms without this information will be considered incomplete and are liable to be rejected. In case of failure to furnish PAN Number.
4. Applications may be made in single or joint names (not exceeding 3 (Three). In the case of joint
applications, all payments will be made out in favour of the first applicant. All communications will be addressed to the first named applicant whose name appears in the Application Form at the address mentioned therein.
5. Unless the Issuer specifically agrees in writing with or without such terms or conditions it deems fit, a
separate single cheque/ demand draft must accompany each Application Form. Applicants are requested to write their names and application serial number on the reverse of the instruments by which the payments are made.
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Application Form must be by way of electronic transfer of funds through RTGS mechanism for credit in the account of the Issuer with the Kotak Mahindra Bank Limited, DP Road Branch having IFSC code number KKBK0001753 , Account No. 0411478382 Cash, outstation cheques, money orders, postal orders and stock invest shall not be accepted. The Issuer assumes no responsibility for any applications/ cheques/ demand drafts lost in mail.
(c) Applications under Power of Attorney:
A certified true copy of the Memorandum of Association and Power of Attorney or the relevant authority as the case may be along with the names and specimen signature(s) of all the authorized signatories and the tax exemption certificate/ document, if any, must be lodged along with the submission of the completed Application Form. Further modifications/ additions in the power of attorney or authority should be notified to the Issuer or to its Registrars or to such other person(s) at such other address(es) as may be specified by the Issuer from time to time through a suitable communication.
(d) Undertaking to use a common form of transfer:
The Debentures will be issued in dematerialized form only and there would be no physical holding. The normal procedure followed for transfer of securities held in dematerialized form shall be followed for transfer of these debentures held in electronic form. The seller should give delivery instructions containing details of the buyer’s DP account to his depository participant. The Issuer undertakes that there will be a common transfer form / procedure for transfer of debentures.
(e) Listing
The Debentures of the Issuer will be listed on the WDM segment of the BSE. The Issuer shall comply with the requirements of the listing agreement to the extent applicable to it on a continuous basis.
(f) Who can buy/hold the Debentures in the secondary market
The following categories of investors may buy/hold the Debentures in the secondary market, subject to fulfilling their respective investment norms/rule by submitting all the relevant documents along with transfer form. Companies and bodies corporate including public sector undertakings; Scheduled commercial banks; Urban / Central / State / District / Primary Co-operative Banks; Regional rural banks; Financial institutions including development financial institutions; Insurance companies; Mutual funds; Provident funds, pension funds, superannuation funds and gratuity funds; Other Government / Non-Government Agencies / Boards / Institutions; and Any other investor(s) authorised to invest in these Debentures, subject to the compliance with the
relevant regulations/guidelines applicable to them for investing in this Issue. (g) Documents to be provided by investors
Investors need to submit the following documentation, along with the Application Form, as applicable
Memorandum and Articles of Association / documents governing constitution;
Resolution authorizing investment;
Certified True Copy of the Power of Attorney;
Form 15 AA for investors seeking exemption from Tax Deduction at Source from interest on the application money;
Specimen signatures of the authorized signatories duly certified by an appropriate authority;
PAN.
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(h) Mode of Payment
All funds would be transferred through Real Time Gross Settlement.
(i) Authority for the Placement
The present issue of Debentures is being made pursuant to the resolution of the Board of Directors of the Issuer, passed at its meeting held on August 13, 2014, and the special resolution of the shareholders of the Issuer under Section 42 of the Companies Act read with the Companies (Prospectus and Allotment of Securities) Rules, 2014 passed by way of postal ballot on August 05, 2014 wherein the officials of the Issuer have been authorized to decide the terms of the Debentures. The current issue of Debentures is within the overall borrowings limits set out in resolution passed under section 180(1)(a) of the Companies Act, 2013, by way of postal ballot on August 05, 2014. The Issuer can issue the Debentures proposed by it in view of the present approvals and no further approvals in general from any authority are required.
(j) Market Lot
The market lot will be 10 (Ten) Debentures (“Market Lot”) and multiples of 1 (One) Debenture. Since the Debentures are being issued only in dematerialised form, the odd lots will not arise either at the time of issuance or at the time of transfer of debentures.
(k) Terms of Payment
The full face value of the Debentures applied for is to be paid along with the Application Form. Investor(s) need to send in the Application Form and RTGS for the full face value of the Debentures applied for.
(l) Payment of Coupon
The Coupon will be payable on the Coupon Payment Date, to the relevant Debenture holder(s) whose names appear in the List of Beneficial Owners given by the Depository to the Issuer on the Record Date. Payment of Coupon will be made through RTGS system. The last payment in relation to Coupon will coincide with the last Repayment Date in relation to the relevant Debenture.
(m) List of Beneficial Owners
The Issuer shall request the Depository to provide a list of beneficial owners as at the end of the Record Date. This shall be the list, which shall be considered for payment of interest or repayment of principal amount, as the case may be.
(n) Notices
All notices to the Debenture holder(s) required to be given by the Issuer or the Trustees shall be given individually and/or as per the SEBI guidelines. All notice(s) to be given by the Debenture holder(s) shall be sent by registered post or by hand delivery to the Issuer or to such persons at such address as may be notified by the Issuer from time to time through suitable communication.
(o) Joint-Holders
Where two or more persons are holders of any Debenture(s), they shall be deemed to hold the same as joint holders with benefits of survivorship subject to other provisions contained in the Articles.
(p) Sharing of Information
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The Issuer may, at its option, use on its own, as well as exchange, share or part with any financial or other information about the Debenture Holders available with the Issuer, with its subsidiaries and affiliates and other banks, financial institutions, credit bureaus, agencies, statutory bodies, as may be required and neither the Issuer or its subsidiaries and affiliates nor their agents shall be liable for use of the aforesaid information.
(q) Depository Arrangements The Issuer has appointed M/s. Bigshare Services Private Limited as Registrar for the Issue. The Issuer will make necessary depository arrangements with CDSL and NSDL for issue and holding of Debentures in dematerialized form. Investors can hold the Debentures only in dematerialised form and deal with the same as per the provisions of Depositories Act, 1996 as amended from time to time.
(r) Right to accept or reject Applications The Board of Directors / Committee of Directors of the Issuer reserves its full, unqualified and absolute right to accept or reject any application, in part or in full, without assigning any reason thereof. The rejected applicants will be intimated along with the refund warrant, if applicable, to be sent. The Application Forms that are not complete in all respects are liable to be rejected and would not be paid any interest on the application money. Application would be liable to be rejected on one or more technical grounds, including but not restricted to:
Number of Debentures applied for is less than the Minimum Subscription;
Bank account details not given;
Details for issue of Debentures in electronic / dematerialised form not given;
PAN / GIR and IT Circle / Ward / District not given;
In case of applications under Power of Attorney by limited companies, corporate bodies, etc. relevant documents not submitted;
In the event, if any Debenture(s) applied for is/ are not allotted in full, the excess application monies of such Debentures will be refunded, as may be permitted.
(s) Debenture holder not a Shareholder
The Debenture holders will not be entitled to any of the rights and privileges available to the Shareholders.
(t) Priority of payments
The Debentures shall have pari passu charge on the Project cash flows i.e. the cash flows accruing to the Issuer. However, on account of enforcement of Security Interest on the fixed assets of the Issuer (e.g. sale of fixed assets pursuant to enforcement proceedings) by Debenture Trustee, the proceeds arising from enforcement of such Security Interest will be first distributed on pari passu basis to the Debenture Holders.
(u) Debenture Documents
In the event of any discrepancy/ conflict with respect to the information related to the Issue provided in this Information Memorandum and any specific Debenture Documents, then the provisions of the specific Debenture Documents shall prevail at all times.
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B. CALCULATION OF INTEREST ON THE DEBENTURES
(a) Day Count Convention (Actual / Actual)
Interest will be computed on a 365 days-a-year basis on the principal outstanding on the Debentures. Where the interest period (start date to end date) includes February 29, interest will be computed on 366 days-a-year basis, on the principal outstanding on the Debentures.
(b) Effect of holidays on payments
If any Coupon Payment Date falls on a day that is not a Business Day, the payment shall be made on the immediately succeeding Business Day along with interest for such additional period. Further, interest for such additional period so paid, shall be deducted out of the interest payable on the next Coupon/Interest Payment Date. If the Redemption Date/Maturity Date (also being the last Coupon/Interest Payment Date) the Debentures falls on a day that is not a Business Day, the redemption proceeds shall be paid on the immediately preceding Business Day along with interest accrued on the Debentures until but excluding the date of such payment.
(c) Coupon on Taxable Debentures
Coupon shall accrue on the outstanding value of the Debentures from the Deemed Date of Allotment and the payment shall be made on Coupon Payment Dates, subject to deduction of Tax at Source at prevailing rates.
Coupon on Debentures shall accrue to the Debenture Holders / Beneficiaries as per the List of Beneficial Owners provided by the Depository as on the Record Date.
The aggregate coupon/interest payable to each bondholder shall be rounded off to the nearest rupee as per the fixed income money market and derivatives association handbook on market practices.
(d) Tax Deduction at Source
Tax as applicable under the I.T. Act, or any other statutory modification or re-enactment thereof will be deducted at source. For seeking TDS exemption / lower rate of TDS, relevant certificate / document must be lodged by the Debenture Holders at the registered office of the Issuer at least 30 (Thirty) days before the interest payment becoming due and if required, be submitted afresh annually and/or as and when called upon for the same by the Issuer. Tax exemption certificate / declaration of non-deduction of tax at source on interest on application money, should be submitted along with the Application Form. Failure to comply with the above shall entitle the Issuer to deduct tax at source as may be advised to it.
C. MISCELLANEOUS
(a) Debenture Certificates in dematerialized mode
The Debentures will be credited in dematerialized form within two business days from the Deemed Date of Allotment. The Debentures since issued in electronic (dematerialized) form, will be governed as per the provisions of The Depository Act, 1996, Securities and Exchange Board of India (Depositories and Participants) Regulations, 1996, rules notified by the DP from time to time and other applicable laws and rules notified in respect thereof.
(b) PAN Number
Every applicant should mention his Permanent Account Number (PAN) allotted under I.T. Act.
(c) Record Date Falling on Sunday / Holiday
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Record Date with respect to any due date, shall mean the later of: (i) the Monday of the week in which the due date falls; or (ii) 2 (Two) calendar days prior to the due date in question, on the basis of which the determination of the Persons entitled to receive payment of coupon, redemption of principal and other payments, if any, as the case may be, in respect of the Debentures shall be. In case Record Date falls on Saturday, Sunday or a public holiday, the succeeding Business Day to the said Saturday, Sunday or a public holiday, shall be the Record Date.
(d) Purchase and Sale of Debentures The Issuer may, at any time and from time to time, purchase Debentures at the price available in the Debt Market in accordance with the applicable laws. Such Debentures may, at the option of the Issuer, be cancelled, held or reissued at such a price and on such terms and conditions as the Issuer may deem fit and as permitted by law.
(e) Consents Consents in writing of the Registrar to the Issue and Trustees for the Debenture Holders to act in their respective capacities, have been obtained and such consents have not been withdrawn up to the time of filing this Information Memorandum with the BSE. A copy of the same is annexed hereto as Annexure 3.
(f) The discount at which such offer is made and the effective price for the investor as a result of such
discount.
The Debentures will be issued at par and no discount is offered on the Debentures.
(g) Servicing behaviour and payment of due interest on due dates on term loans
The Issuer hereby confirms that:
The Issuer has been servicing all its principal and interest liabilities on time and there has been no instance of delay or default since inception.
The Issuer has neither defaulted in repayment/ redemption of any of its borrowings nor affected any kind of roll over against any of its borrowings in the past.
(h) The names of the debenture trustee(s) shall be mentioned with a statement to the effect that debenture
trustee(s) has given his consent to the issuer for his appointment under regulation 4 (4) and also in all the subsequent periodical communications sent to the holders of debt securities
The Issuer has appointed IL & FS Trust Company Limited as the Trustee for the Issue. All the rights and remedies of the Debenture Holders shall vest in and shall be exercised by the Debenture Trustee without referring to the Debenture Holders. All investors are deemed to have irrevocably given their authority and consent to the trustee to act as their Debenture Trustee and for doing such acts and signing such documents to carry out their duty in such capacity. Any payment by the Issuer to the Debenture Trustee on behalf of the Debenture Holders shall discharge the Issuer pro tanto to the Debenture Holders. The Debenture Trustee shall carry out its duties and shall perform its functions under the SEBI Regulations and this Information Memorandum, with due care, diligence and loyalty. Resignation/retirement of the Debenture Trustee shall be as per terms of the trust deed being entered into between the Issuer and the Debenture Trustee. A notice in writing to the Debenture Holders shall be provided for the same. The Debenture Trustee shall ensure disclosure of all material events on an ongoing basis. The Debenture Trustee shall duly intimate the Debenture Holders and the general public by issuing a press release on occurrence of any of the following events:
Default by the Issuer to pay interest on the Debentures; Failure of the Issuer to secure the Debentures; and
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Downward revision of credit rating assigned to the Debentures. Such information shall also be placed on the websites of the Debentures Trustee, the Issuer and the Stock Exchange.
(i) The rating rationale (s) adopted by the rating agencies shall be disclosed
The Debentures have been rated ‘A+’ by CRISIL. The rating letters are attached in the Annexure 1 to this document. The Issuer hereby undertakes to inform the investors (as on the date of rationale) of any change in the rating rationale adopted by the credit agencies for the securities under this issue from time to time.
(j) Names of all the recognized stock exchanges where securities are proposed to be listed clearly
indicating the designated stock exchange and also whether in principle approval from the recognized stock exchange has been obtained.
The securities will be listed with the BSE and In-Principle approval has been obtained.
(k) Material contracts/agreements involving financial obligations
Joint Venture Agreement dated February 23, 2006 between the Company and ICICI Venture Funds Management Co. Ltd.;
Joint Venture Agreement dated October 13, 2006 between our Company, ICICI Venture Funds Management Co. Ltd., Mr. Ishwarchand Kishorelal Goyal and Corolla Realty Pvt. Ltd.;
Joint Venture Agreement dated April 20, 2007 between our Company, Mr. Rajesh Patil, K2A Residential Limited, Kolte- Patil Real Estate Private Limited.
Shareholders Agreement October 16, 2009, between our company, Mr. Rajesh Patil, Portman Holdings (Hyderabad) Limited , Lobrenco Limited and Bellflower Properties Private Limited
Shareholders Agreement October 6, 2011, between our company, Tuscan Real Estate Private Limited, Portman Holdings (Bangalore) Limited and Balakor Holdings Limited
Investment Agreement dated 13th January 2014, Between Company, Snowflower Properties Private Limited ASK Real Estate Special Opportunities Fund.
(l) Material Documents
Memorandum and Articles of Association of the Issuer;
Annual Report 2013-14 of the Issuer;
Resolution under section 180(1)(c) of the Companies Act, 2013 regarding borrowing powers up to Rs. 600,00,00,000/- (Rupees Six Hundred Crores) over and above the aggregate of paid up capital and free reserves of the shareholders passed by way of postal ballot on August 05, 2014. A copy of the same is annexed hereto as Annexure 5.
Resolution under section 180(1)(a) of the Companies Act, 2013 passed by way of postal ballot on August 05, 2014 . A copy of the same is annexed hereto as Annexure 5.
Resolution under section 42 of the Companies Act, 2013 passed by way of postal ballot on August 05, 2014. A copy of the same is annexed hereto as Annexure 5.
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Resolutions of the Board of Directors of the Issuer at its Board Meeting held on August 13, 2014 for the issue of Rs. 200,00,00,000/- (Rupees Two Hundred Crores Only) and to take all necessary actions including the listing of Debentures in Stock Exchanges. A copy of the same is annexed hereto as Annexure 4.
Rating letter from CRISIL ‘A+‘ rating for an amount up to Rs. 100,00,00,000/- (Rupees One Hundred Crores Only) to be raised through Debentures. A copy of the same is annexed hereto as Annexure 1.
Consent from M/s. Bigshare Services Private Limited to act as Registrar to the Issue. A copy of the same is annexed hereto as Annexure 3.
Consent dated September 24, 2014 of Debenture Trustee to act as Trustee to the Issue. A copy of the same is annexed hereto as Annexure 2.
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DECLARATION BY THE DIRECTORS The Directors hereby declare that: A. the Issuer has complied with the provisions of the Act and the rules made thereunder; B. the compliance with the Act and the rules does not imply that payment of dividend or interest or repayment
of debentures, if applicable, is guaranteed by the Central Government; C. the monies received under the offer shall be used only for the purposes and objects indicated in the Offer
letter; DECLARATION BY THE ISSUER 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 and vide Circular No. LAD-NRO/GN/2012-13/19/5392 dated October 12, 2012. The Issuer confirms that this Shelf Information Memorandum has been issued in conformity and in accordance with requirements for private placement offer letter as per Form PAS-4 (Pursuant to Section 42 and Rule 14(1) of the Companies (Prospectus and Allotment of Securities) Rules, 2014)) and this Shelf Information Memorandum shall be filed with the Registrar of Companies. The Issuer further confirms that this Shelf Information Memorandum contains all the information required to be disclosed and furnished by the Issuer as per Form PAS 4 (Pursuant to Section 42 and Rule 14(1) of the Companies (Prospectus and Allotment of Securities) Rules, 2014)) and all the compliances with respect to the private placement offer letter as per Form PAS 4 (Pursuant to Section 42 and Rule 14(1) of the Companies (Prospectus and Allotment of Securities) Rules, 2014)) have been duly complied with by the Issuer.
The Issuer also confirms that this Information Memorandum does not omit disclosure of any material fact which may make the statements made therein, in light of the circumstances under which they are made, misleading. The Information Memorandum also does not contain any false or misleading statement. The Issuer accepts no responsibility for the statement made otherwise than in the Information Memorandum or in any other material issued by or at the instance of the Issuer and that anyone placing reliance on any other source of information would be doing so at his own risk. Signed pursuant to the authority granted by Board of Directors of the Issuer at its Board meeting held on August 13, 2014. . For Kolte-Patil Developers Limited Authorised Signatory Signature : Name : Designation : Place : Pune Date : December 10, 2014
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Annexure 1
Rating Letter Issued by CRISIL (Credit Rating) and Rating Rationale adopted
77
Annexure 2 Debenture Trustee Consent Letter
78
79
80
Annexure 3 Consent from M/s. Bigshare Services Private Limited to act as Registrar to the Issue
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Annexure 4 Board ResolutionCERTIFIED TRUE COPY OF THE RESOLUTION PASSED BY THE BOARD OF DIRECTORS OF KOLTE-PATIL DEVELOPERS LIMITED IN THEIR MEETING HELD ON WEDNESDAY, AUGUST 13, 2014 AT THE REGISTERED OFFICE OF THE COMPANY AT 2NDFLOOR, CITY POINT, DHOLE PATIL ROAD, PUNE - 411001 "RESOLVED THAT pursuant to the provisions of Section 179 and 71 and other applicable provisions, if any, of the Companies Act, 2013 (the "2013 Acf') and rules & regulations made there under (including any statutory modification or re-enactment thereof for the time being in force) and the resolutions passed by the members of the Company under sections 180 (1) (a) and 180 (1) (c) of the 2013 Act through postal ballot on 5th August 2014 and subject to such approvals, sanctions, consents and/or permissions of the Reserve Bank of India ("RBt') , Securities and Exchange Board of India ("SEBt') , the Stock Exchange(s) and/or such other appropriate statutory and governmental authorities, institutions or bodies, as the case may be, and such other approvals, permissions and sanctions, as may be necessary, including the approval of any lenders of the Company and further subject to such terms, conditions, modifications as may be prescribed or imposed while granting such approvals, permissions and/or sanctions and as may be agreed to by the Board of Directors of the Company (hereinafter referred to as the "Board", which expression shall deem to include any Committee thereof), the Company be and is hereby authorized to offer, issue and allot 750 (Seven Hundred and Fifty) non-convertible redeemable debt instruments of Rs. 10,00,0001- (Rupees Ten Lakhs) each in the form of secured non-convertible redeemable debentures though private placement aggregating up to a sum of RS.75,00,00,0001- (Rupees Seventy Five Crores Only) ("Issue") and which may be listed on National Stock Exchange of India Limited ("NSE") and Bombay Stock Exchange Limited ("BSE") and as per the terms and conditions as contained in the Information Memorandum prepared in accordance with the SEBI (Issue and Listing of Debt Securities) Regulations, 2008, as amended from time to time and subject to compliance with any other law, rules, directions, notifications, circulars issued by the Government or any other regulatory authority, in this regard. The funds raised through this Issue, after meeting the expenditures of and related to the Issue, will be used for the business operations including for capital expenditure and working capital requirements and to repay our existing loans. RESOLVED FURTHER THAT the Company be and is hereby authorised to obtain listing of the Debentures on the WDM segment of the National Stock Exchange 1 Bombay Stock Exchange as applicable ("NSE 1 BSE") under the Securities and Exchange Board of India (Issue and Listing of Debt Securities) Regulations, 2008 (the "Listing") and to do all such acts, deeds and things and execute or ratify such documents, papers and writings as may be necessary for the purpose. RESOLVED FURTHER THAT Mr. Sujay Kalele - Chief Executive Officer, Mr. Vasant Gaikwad -Chief Financial Officer and Mr. Vinod Patil- Company Secretary of the Company be and are hereby severally authorised to do all such acts, deeds, things and execute or ratify all such documents whatsoever as may be required in connection with the issue of the Debentures including without limitation the opening of bank accounts, opening of demat accounts, the registration of the charge and filing of relevant forms with the Registrar of Companies, appearing before the office of the appropriate Sub-Registrar of Assurances, appointment of legal counsel, Registrar to the issue and other advisors as may be registered and making payment of their RESOLVED FURTHER THAT Mr. Sujay Kalele - Chief Executive Officer, Mr. Vasant Gaikwad -Chief Financial Officer and Mr. Vinod Patil- Company Secretary of the Company be and are hereby jointly and severally authorised to make such applications and do all such acts, deeds and things as may be necessary or desirable in connection with the Listing including in particular making applications to and liasing with the concerned authorities including NSE / BSE and the Securities and Exchange Board of India and negotiating, finalising and executing or ratifying such documents, papers and writings including the Listing Agreement as may be necessary for the purpose. RESOLVED FURTHER THAT IL&FS Trust Company Limited be and is hereby appointed as the debenture trustee for the issue of the Debentures for the interest and benefit of the Debenture holders to protect rights, interest and security of the holders of the Debentures on such terms and conditions as provided in the draft debenture trust cum mortgage deed to be entered into inter alia between the Company and the Debenture Trustee (the "Debenture Trust Deed"), placed before the Board and signed by the Chairman for the purpose of identification and that after allotment of Debentures, the Company shall accept any other person (authorized to act as Debenture Trustee by SEBI) as Debenture Trustee, if any appointed by the Debenture holders as
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per the terms of the Debenture Trustee Agreement. RESOLVED FURTHER THAT the Company be and is hereby authorised to create the Security in favour of the Debenture Trustee for the benefit for the Debenture holders in a form and manner satisfactory to the Debenture Trustee for securing the obligations of the Company in respect of the Debentures and to do all such acts, deeds and things as may be necessary for the purpose and for perfecting the Security so created. RESOLVED FURTHER THAT Mr. Vinod Patil, Company Secretary of the Company be and is hereby appointed as Compliance Officer and is hereby authorized to sign and execute necessary forms, documents and declarations in the capacity of Compliance Officer of the Company in respect of any activity, program, returns and forms required to be filed, submitted and issued by the Company including but not limited to the activity of fund raising through issuance of Debentures. RESOLVED FURTHER THAT Mr. Sujay Kalele, Chief Executive Officer of the Company be and is hereby authorised to appoint such rating agency for the purposes of rating the Debentures and as may be required to be appointed in connection with the issuance of the Debentures. RESOLVED FURTHER THAT Mr. Sujay Kalele - Chief Executive Officer, Mr. Vasant Gaikwad - Chief Financial Officer and Mr. Vinod Patil- Company Secretary of the Company be and are hereby severally authorized to enter into and execute all such agreements/ arrangements as may be required for appointing Lead Manager(s), Debenture Trustee, Legal Advisor(s), Depositories, Custodians, Registrar, Printers, Credit Rating Agency(ies) and such other persons/ agencies/ intermediaries as may be involved or concerned in the Issue and to remunerate all such persons/agencies, including by the payment of commission, brokerage, fees, etc. as may be deemed fit. RESOLVED FURTHER THAT Mr. Sujay Kalele - Chief Executive Officer, Mr. Vasant Gaikwad - Chief Financial Officer and Mr. Vinod Patil- Company Secretary of the Company be and are hereby severally authorized to file the Information Memorandum with the Stock Exchanges and or any other regulatory authorities, as may be required, and to apply for the listing of such Debentures in one or more recognized Stock Exchanges in India, as may be required by applicable laws and to sign and execute listing application(s), various agreements including but not limited to Deed of Hypothecation, Debenture Trust Deed, Debenture Trustee Agreement, Listing Agreement, undertakings, deeds, declarations, affidavits, certificates, documents, etc. and all other documents and to do all such acts, deeds and things, and to comply with all formalities as may be required in connection with and incidental to the aforesaid Issue including the post Issue formalities and with power to settle any question, difficulties or doubts that may arise in regard to the issue or allotment of such Debentures as may be deemed fit. RESOLVED FURTHER THAT Mr. Sujay Kalele - Chief Executive Officer, Mr. Vasant Gaikwad - Chief Financial Officer and Mr. Vinod Patil- Company Secretary of the Company be and are hereby severally authorized to make such changes, as may be required to the Information Memorandum, for and on behalf of the Company and sign such agreements, documents, papers, certificates, affidavits, declarations, etc. and to do all such acts, deeds and things as may be necessary or incidental for giving effect to the above Resolution. RESOLVED FURTHER THAT the Company be and is hereby authorised to get itself and the Debentures admitted to the National Securities Depository Limited and Central Depository Services (India) Limited and to execute and ratify the necessary or requisite agreement(s) with those depositaries and the registrar and transfer agent and any other agreements, undertakings or other writings required for the issue of the Debentures in the dematerialisedform and Mr. Sujay Kalele - Chief Executive Officer, Mr. Vasant Gaikwad - Chief Financial Officer and Mr. Vinod Patil- Company Secretary of the Company be and are hereby jointly and severally authorised to negotiate, finalise and execute or ratify the same. RESOLVED FURTHER THAT the Common Seal of the Company be affixed to such documents, deeds, evidences, writings and undertakings and/or other related papers, wherever necessary and if applicable, in the presence of any Director of the Company who shall sign the same in token thereof and such deed or other instrument shall be countersigned by the ManagingDirector, or such other person authorised by the Managing Director or by the Board, in terms of the Articles of Association of the Company.
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RESOLVED FURTHER THAT Mr. Sujay Kalele - Chief Executive Officer, Mr. Vasant Gaikwad - Chief Financial Officer and Mr. Vinod Patil- Company Secretary of the Company be and are hereby jointly and severally authorised to negotiate, finalise and execute or ratify amendments to such executed documents, for application forms for the Debentures, letters of appointment ofagents/intermediaries and other documents as and when they become necessary and to signletters of undertaking, declarations, agreements, power of attorney, including debenture certificates and other papers which may be required and they are hereby jointly and severally authorised to do all such acts, deeds, matters and things as he may, in his absolute discretion, deem necessary, proper or desirable for the purpose of giving effect to this resolution. RESOLVED FURTHER THAT M/s. Bigshare Services Private Limited be and is hereby appointed as the Registrar and Transfer Agent and CDSL & NSDL as Depository for the purpose of allotment, registration, transfer facility and for such other ancillary services required to be performed under the fund raising activities through Debentures, on such terms and conditions as may be deemed fit, including fixing of remuneration for the same as may be negotiated and decided jointly or severally by Mr. Sujay Kalele - Chief Executive Officer, Mr. Vasant Gaikwad - Chief Financial Officer and Mr. Vinod Patil- Company Secretary of the Company. RESOLVED THAT Kotak Mahindra Bank, be and is hereby appointed as the designated bank / escrow bank for the purpose of opening the Project Escrow Account, Suplus Account and Project NCD Account, in any manner, any time, in such name, on such terms and conditions as may be agreed severally by the Debenture Trustee on behalf of the Company, under one or more agreements, Escrow Agreements, including any amendments thereto. Further, hereby irrevocably appoints the Debenture Trustee as the sole operator of these accounts for and on behalf of the Company. RESOLVED FURTHER THAT for the purpose of giving effect to this resolution, Mr. Sujay Kalele – Chief Executive Officer, Mr. Vasant Gaikwad - Chief Financial Officer and Mr. Vinod Patil- Company Secretary of the Company be and are hereby jointly or severally authorized to determine the manner, terms and conditions, offering timings, class and type of investors, individuals or associations from whom the borrowings are to be made or to whom the securities and debentures are to be allotted, issue price, face value, premium amount on issue/conversion/redemption of securities, rate of interest, redemption period, listing on one or more stock exchanges in India, as they may, jointly or severally in their absolute discretion deem fit and to make and accept any modification in the proposal as may be required by the authorities involved in such issue, raising, borrowing and to do all such acts, deeds, matters and things which they in their absolute discretion, deem necessary or desirable for such purpose, including without limitation, finalization of subscription/ application form, appointment! modification/ termination of advisor, arranger, underwriter, custodian, registrars, consultants, solicitors, accountants and such other agencies and/or intermediaries and to issue any offer documents including disclosure document and/or information memorandum or other document of such nature as may be required by concerned authority and that to do all that is necessary to list such debentures as per the terms of the issue or as required by the Debenture Trustee or Debenture holders under the terms of the transaction documents and that to file necessary forms, applications and other documents as may require with the Stock Exchange, SEBI, Registrar of Companies, to give effect to this resolution. RESOLVED FURTHER THAT the resolutions aforesaid shall continue to be in force till the redemption of the Debentures or the termination of all the agreements and payment of all monies due to the Debenture Holders under the said agreements concluded pursuant to the issue and placement of Debentures and that the Board shall not take any action or pass any resolution, to rescind / invalidate these resolutions and such action taken or resolution passed shall be invalid and ineffective. RESOLVED FURTHER THAT the aforesaid resolutions shall come into effect immediately and a copy of the foregoing resolution certified to be a true copy by any of the Directors be furnished to such parties concerned with respect to the issue of Debentures." Vinod Patil Company Secretary Membership No. A13258
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Annexure 5
Shareholders Resolution
CERTIFIED TRUE COPY OF THE SPECIAL RESOLUTION PASSED BY WAY OF POSTAL BALLOT ON AUGUST 05, 2014 "RESOLVED THAT pursuant to the provisions of Section 180 (1) (c) and other applicable provisions, if any, of the Companies Act, 2013, the Company hereby accords its sanction and authorizes the Board of Directors of the Company ("the Board") to borrow any sum or sums of money from time to time from anyone or more of the company's bankers and/or from any other person(s), firms, bodies corporate or financial institutions, agencies, mutual funds, trusts, nonresident Indians, overseas corporate bodies, overseas banks, foreign institutional investors or such other persons/investors, whether by way of Advances or Deposits or Loans (in foreign currency and/or rupee currency) or securities ( comprising Fully/ Partly Convertible Debentures and/or Non-Convertible Debentures with or without detachable or non-detachable warrants and or Secured Premium Notes other debts instruments) or otherwise and whether unsecured or secured by mortgage, charge, hypothecation or lien or pledge of all or any of the company's assets and properties whether movable or immovable or stock in trade or work in progress and all or any of the undertakings of the company, notwithstanding that the moneys to be borrowed together with moneys already borrowed by the company (apart from the temporary loans obtained/to be obtained from the company's bankers in the ordinary course of business) will or may exceed at any time the aggregate of the paid up capital of the company and its free reserves (that is to say, reserves not set apart for any specific purpose), provided that the total amounts so borrowed shall not at any time exceed the sum of Rs. 600 Crores (Rupees Six Hundred Crores only) exclusive of interest and that the Board be and is hereby empowered and authorized to arrange or fix the terms and conditions of all the moneys borrowed/to be borrowed, from time to time, as to interest, repayment, security or otherwise howsoever as it may deem fit, as also to execute all such deeds and documents as may be necessary, usual or expedient for this purpose." Vinod Patil Company Secretary Extract of Explanatory Statement pursuant to Section 102 of the Companies Act. 2013 Item No.1 In view of the proposed financial requirement for purchase of lands, ongoing projects, proposed projects, construction of IT Parks/Residential projects, project finance etc., the Company may raise finance up to Rs. 600 Crores from financial institutions, agencies, mutual funds, trusts, non-resident Indians, overseas corporate bodies, overseas banks, foreign institutional investors or such other persons/investors, whether by way of Advances or Deposits or Loans (in foreign currency and/or rupee currency) or securities (comprising Fully/Partly Convertible Debentures and/or Non-Convertible Debentures with or without detachable or non-detachable warrants and or Secured Premium Notes other debts instruments). The Board is proposing an overall limit of Rs. 600 Crores under Section 180 (1) (c) of the Companies Act, 2013 taking into considerationthe existing and near future borrowings. The approval of members to borrow money in excess of the paid upcapital and free reserves was taken earlier pursuant to the provisions of Section 293 (1) (d) of the-CompaniesAct, 1956. The Ministry of Corporate Affairs has notified that the earlier resolution passed under section 293 (1) (d) the Companies Act, 1956 will be valid till September 13,2014, hence the approval of the members issought pursuant to the provisions of Section 180 (1) (c) of the Companies Act, 2013. The Board commends the Special Resolution set forth as Item No. 1 of the Postal Ballot Notice for the approval of the shareholders. None of the Directors, Key Managerial Personnel and relatives thereof is interested or concerned in the proposed resolution. For, Kolte Patil Developers Limited Vinod Patil Company Secretary
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CERTIFIED TRUE COpy OF THE SPECIAL RESOLUTION PASSED BY WAY OF POSTAL BALLOT ON AUGUST 05, 2014 "RESOLVED THAT pursuant to the provisions of Section 180 (1) (a) and other applicable provisions, if any, of the Companies Act, 2013 (including any statutory modification or reenactment thereof for the time being in force), the Company hereby accords its sanction and authorizes the Board of Directors of the Company ("the Board") to mortgage and/or charge and/or assignment, in addition to mortgages and/or Charges and/or assignments created/ to be created by the Company, in such form and manner and with such ranking as to priority and at such time and on such term as the Board may determine, on all or any of the movable and/or immovable, Tangible and/or intangible properties and/or Contracts both present and future and/or the whole or any part of undertaking(s) of the Company together with a power to take over the management of the business and concern of the Company in certain events of default, in favour of lender(s), agent(s), trustee(s) for securing the borrowings availed/to be availed by the Company and/or any of the Company's subsidiary by way of loan(s) (in foreign currency and/or rupee currency) and/or advances including Credit facilities and/or securitiest comprising fully/partly convertible Debentures and/or Non-Convertible debentures with or without detachable or non- detachable warrants and/or secured premium notes and/or Floating Rate Notes/Bonds or other debt instruments), issued or to be issued by the Company from time to time subject to the limits as may be approved by the members lenders up to the limit of Rs.600 Crores (Rupees Six hundred Crores only) together with interest at the respective agreed rates, additional interest, compound interest in the case of default, accumulated interest, liquidated damages, commitment charges, premia on pre-payment, premium (if any) on redemption, remuneration of Agent(s), trustee(s), all other costs, charges and expenses including any increase as a result of devaluation/ revaluation/ fluctuation in the rates of exchange and all other moneys payable by the Company in.terms of loan agreement(s), heads of agreement(s), devaluation/ fluctuation in the rates of exchange of foreign currency involved by the Debenture trust deed/s or any other document, entered into/to be entered into between the Company and the lender(s)/agent(s), trustee(s) in respect of said loans/borrowings/debentures/securities and containing such specific terms and conditions and covenants in respect of enforcement of security as may be stipulated in that behalf and agreed to between the Board of Directors (including any Committee thereof) and lender(s),agent(s), trustee(s). ' FURTHER RESOLVED THAT for the purpose of giving effect to this resolution, the Board or Committee be and is hereby authorized to finalize, settle and execute such documents/ deeds/ writings/ papers/ agreements as may be required and to do all such acts, deeds, matters and things as it may in its absolute discretion deem necessary, proper or desirable and to settle any questions, difficulty or doubts relating thereto in regard to that may arise in regard to creating mortgage/charge as aforesaid." Vinod Patil Company Secretary Extract of Explanatory Statement pursuant to Section 102 of the Companies Act, 2013 Item No.2 In order to borrow loans from Banks, institutions, etc., and for the loans already borrowed, the Board needs authorizations to mortgage/ hypothecate the assets of the Company as security / collateral security. In order to mortgage or hypothecate the assets of the Company the consent of the shareholders in the General Meeting is required under Section 180(1) (a) of the Companies Act, 2013 authorizing the Board with necessary powers. The Board is proposing an overall limit of Rs. 600 Crores under Section 180 (1) (a) of the Companies Act, 2013 taking into consideration the existing and near future borrowings. The approval of members to mortgage/charge the properties of the Company was taken earlier pursuant to the provisions of Section 293 (1) (a) of the Companies Act, 1956. The Ministry of Corporate Affairs has notified that the earlier resolution passed under section 293 (1) (a) the Companies Act, 1956 will be valid till September 13, 2014, hence the approval of the members is sought pursuant to the provisions of Section 180 (1) (a) of the Companies Act, 2013The Board commends the Special Resolution set forth as Item NO.2 of the Postal Ballot Notice for the approval of the shareholders. None of the Directors, Key Managerial Personnel and relatives thereof is interested or concerned in the proposed resolution. Vinod Patil Company Secretary KOLTE-PATIL DEVELOPERS LTD.
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CERTIFIED TRUE COPY OF THE SPECIAL RESOLUTION PASSED BY WAY OF POSTAL BALLOT ON AUGUST 05, 2014 "RESOLVED THAT subject to the provisons of Section 42 (read with Section 71) of the Companies Act, 2013, the consent of the members be and is hereby accorded to the Board of Directors of the Company, for a period of 1 (one) year from the date of hereof, to raise funds for its general corporate purposes and I or refinancing existing loans and I or any other purpose as the Board of Directors may deem fit, by way of issuance of non-convertible debentures, on.such terms and conditions as may be determined by the Board of Directors provided that the aggregate amount raised through the issuance of the non-convertible debentures pursuant to the authority under this resolution shall not exceed Rs. 200 Crores (Rupees Two Hundred Crores only). FURTHER RESOLVED THAT the consent of the members be and is hereby accorded to the Board of Directors of the Company to determine the price at which any non-convertible debentures are being issued pursuant to the authority granted under the resolution referred to above, on the basis of the prevailing market conditions. FURTHER RESOLVED THAT the Board of Directors of the Company be and are hereby authorized to do such acts, deeds, things and execute all such documents, undertaking as may be necessary for giving effect to the above resolution." Vinod Patil Company Secretary Extract of Explanatory Statement pursuant to Section 102 of the Companies Act. 2013 Item No.3 For the purposes of raising funds through the issuance of non-convertible debentures for a period of 1 year from the date on which the Shareholders approve the issuance, within proposed borrowing limits as mentioned in item no. 1 and 2, the shareholders are being approached for providing necessary approvals to the Board of Director of the Company. The said approval shall be the basis for the Board of Directors to determine the terms' and conditions of any issuance of non-convertible debentures by the Company for a period of 1 (one) year from the date on which the shareholders have provided the approval by way of special resolution. All non-convertible debentures issued by the Company pursuant to such authority granted by the shareholders shall be priced on the basis of the prevailing market conditions and as specifically approved by the Board at such time. The Board commends the Special Resolution set forth as Item No.3 of the Postal Ballot Notice for the approval of the shareholders. None of the Directors, Key Managerial Personnel and relatives thereof is interested or concerned in the proposed resolution. For Kolte Patil Developers Limited Vinod Patil Company Secretary
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Annexure 6
Financial statements
1. Audited Standalone Balance Sheet as at March 31, 2014
(Rupees in Lakhs)
Note
No.
As at
31 March 2014
As at
31 March 2013
I. EQUITY AND LIABILITIES(1) Shareholders’ funds
(a) Share capital 3 7,577 7,577
(b) Reserves and surplus 4 67,862 68,404
75,439 75,981
(2) Non-current liabilities(a) Long-term borrowings 5 10,633 6,137
(b) Deferred tax liabilities (net) 6 - 68
(c) Other long-term liabilities 7 67 56
(d) Long-term provisions 8 200 194
10,900 6,455
(3) Current liabilities(a) Short-term borrowings 9 6,410 8,007
(b) Trade payables 10 5,843 1,764
(c) Other current liabilities 11 23,539 5,548
(d) Short-term provisions 12 2,129 3,004
37,921 18,323
Total 1,24,260 1,00,759
II.ASSETS(1) Non-current assets
(a) Fixed assets
i Tangible assets 13.1 1,397 1,156
ii Intangible assets 13.2 50 73
iii Capital work-in-Progress 457 -
(b) Non-current investments 14 40,955 46,921
(c) Deferred tax assets (net) 6 27 -
(d) Long-term loans and advances 15 23,468 12,435
(e) Other non-current assets 16 128 115
66,482 60,700
(2) Current assets(a) Current investments 17 1,541 557
(b) Inventories 18 43,778 25,392
(c) Trade receivables 19 5,185 4,232
(d) Cash and bank balances 20 1,192 5,165
(e) Short-term loans and advances 21 5,705 4,402
(f) Other current assets 22 377 311
57,778 40,059
Total 1,24,260 1,00,759
Particulars
88
89
2. Unaudited Standalone Balance Sheet as on September 30 2014
90
91
92
93
3. Audited Financials for the FY 2013-2014
94
95
96
97
98
4.Audited Financials for the FY 2012-2013
99
100
101
102
5.Audited Financials for the FY 2011-2012
103
104
105
Annexure 7
Series I Debenture Cash Flows
Cash Flows Date No. of Days in Coupon Period
Amount (in Rupees)
1st Coupon 11-Mar-15 90 12,082,192
2nd Coupon 11-Jun-15 92 12,350,685
3rd Coupon 11-Sep-15 92 12,350,685
4th Coupon 11-Dec-15 91 12,216,438
5th Coupon 11-Mar-16 91 12,183,060
6th Coupon 13-Jun-16 94 12,619,178
7th Coupon 12-Sep-16 91 12,216,438
8th Coupon 12-Dec-16 91 12,216,438
9th Coupon 13-Mar-17 91 12,216,438
10th Coupon 12-Jun-17 91 12,216,438
11th Coupon 11-Sep-17 91 12,216,438
12th Coupon 11-Dec-17 91 12,216,438
Principal 11-Dec-17 400,000,000
Total 547,100,868
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Annexure 8
Security Cover
All that piece and parcel of land admeasuring 33,679.56 square metres or thereabout being a portion of the of land comprising of 1) Survey Number 17/1/1/1+2+3+4, Plot No. A admeasuring 15954.85 square metres 2) Survey Number 18/6A+6C admeasuring 2600 square metres 3) Survey Number 18/6B+6D admeasuring 2600 square metres 4) Survey Number 18/3C/1 admeasuring 4285 square metres 5) Survey Number 18/3A/2 admeasuring 4830 square metres and 6) Survey Number 18/3D admeasuring 3500 square metres and situate, lying and being at Pimple, Nilakh within the registration district and sub-district of Pune city, on which the project by name “Jazz 2” is to be developed. (The said property is described as Plot D in the sanction amalgamation plan issued by Pimpri Chinchwad Municipal Corporation) TOGETHER WITH: (a) the rights, title, interest possessed by the Company in the underlying plot and areas appurtenant thereto along with right, title and interest in respect of any additional / extra floor space index granted to / obtained by the Company at any time in future in relation to the Project; and all the other rights arising out of the development rights to the Project pursuant to the development documents including all the Project Receivables together with all the buildings, erections and constructions of every description which are standing erected or attached or shall at any time hereafter during the continuance of the Debentures be erected and standing or attached to this property, including but not limited to unsold saleable area of 588,980 square feet of the Project, and all furniture, fittings and all rights to use common areas and facilities and incidentals attached thereto, together with all trees, fences, hedges, ditches, ways, sewers, drains, liberties, privileges, easements and appurtenances whatsoever to the said properties, hereditaments or premises or any part thereof whether presently in existence or in the future belonging to or in any way appurtenant thereto or usually held, occupied or enjoyed therewith or expected to belong or be appurtenant thereto AND all estates, rights, title, interest, property, claims and demands whatsoever of the Company in, to and upon the same whether presently in existence or constructed or acquired hereafter,
b. All the rights, title interest, benefits, claims and demands whatsoever of the Borrower under the Project
Documents, as varied, modified or supplemented from time to time; all rights, title and interest of the Borrower in, to and under the permits, approvals and clearances pertaining to the Project; all the rights, title, interest, benefits, claims and demands whatsoever of the Borrower in any Letter of Credit, guarantee including contractor guarantees, liquidated damages, performance bond, bank guarantee provided by any party to the Project Documents; all rights, titles, benefits, interests, demand and claims under insurance policies obtained, procured by the company, and/or any other its contractors favouring the Borrower, present and future,
c. All the Project Receivables in terms of this Deed accruing to the Company, including all bank accounts
including but not limited to any escrow account, operating account and any other bank account maintained in respect of the Mortgaged Property where the Project Receivables may be held, the securities accounts together with benefit of all investments, assets and securities representing amounts on such accounts, belonging or anywise appurtenant or usually held or enjoyed or occupied therewith or reputed to belong or be appurtenant or receivable by the Company in relation to the Mortgaged Property and / or made from the Project Receivables and all the estate, right, title, property, benefits claim and demand whatsoever of the Company thereto and every part thereof including but not limited to all present and future rents, profits, receivables, bank accounts and movable assets in relation to the Mortgaged Property and /or the Project Receivables under any agreements or contracts including insurance contracts and policies executed by the Company or any other person in relation to the Mortgaged Property and /or the Project Receivables.
d. All and any amounts owing to or received by or receivable by, in each case from time to time, the Company, whether now, or at any time during the continuance of the term of the Debentures, in relation to the Project, which shall include all receivables arising therefrom, and all rights, title, interest, benefits, claims and demands whatsoever of the Company in, to or in respect of the said amounts as well as all the rights title
107
and interest of the Company in, to or in respect of any bank accounts, including the escrow accounts, where the aforementioned receivables are held;
e. All right, title, interest, benefit, claims and demands of the Company, in, to, or in respect of, the Issue Proceeds Account and all amounts, lying to the credit thereof from time to time;
f. All and singular, the Company’s tangible (both present and future) including, without limitation, all actionable
claims, inventory, insurance policies, all moveable plant and machinery (whether attached or otherwise), raw materials, all items of equipment, building materials such as but not limited to steel and wooden materials, packing materials, electrical cables, electrical instruments, plumbing materials, construction materials, finished and semi finished goods, consumable stores, spares, tools, accessories, office furniture, typewriters, computers, computer systems, drilling machines, dyes, ropes, and all other fixed assets other than land and buildings, both present and future, in respect of Project, whether installed or not and whether lying loose or in cases or which are lying or are stored in or to be stored in or to be brought into or upon the Company’s premises, warehouses, stockyards and godowns or those of the Company’s agents, affiliates, associates or representatives or at various work sites or at any place or places wherever else situated or wherever else the same may be, whether now belonging to or that may at any time during the continuance of the term of the Debentures belong to the Company and/or that may at present or hereafter be held by any party anywhere to the order or disposition of the Company or in the course of transit or on high seas or on order, or delivery, howsoever and all replacements thereof and additions thereof whether by way of substitution, addition, replacement, conversion, realisation or otherwise howsoever together with all benefits, rights and incidentals attached thereto which are now or shall at anytime hereafter be owned by the Company AND ALL estate, right, title, interest, property, claims and demands whatsoever of the Company unto and upon the same.
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ANNEXURE 9
Details of Project Jazz 2
Project Construction of Jazz -1 and Jazz- 2 projects at Pimple Nilakh (Pune)
Company/SPV Kolte Patil Developers Limited
Project Details PROPOSED DEVELOPMENT & SCHEME OF BUILDINGS ‘JAZZ -II’, IN S. no. 18/3D, 18/3A/2, 18/6A/6C, CTS no. 794(P) , 795(P), 784 (P), Plot D
Location Plot D, PIMPALE NILAKH, PIMPRI-CHINCHWAD MUNICIPAL CORPORATION. PUNE.
Plot Size 33,679.56 sq. m.
Saleable Area 656,662 sq.ft.
Sales Total estimated sales is Rs. 647 crores
Status of Project The project has been launched for sales. Total Area Sold as on Nov 2014 is 67,682 Sq.ft. .The project is currently under construction
Cost
Estimated Project Cost of Rs. 211 crores excluding Land
Estimated Free cash flow
Estimated Surplus of Rs. 299 crores after paying interest and taxes
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ANNEXURE 10
List Of Charges As On Date
Sr. No.
Charge ID Particulars of Document
Creating Charge
Amount Rs.
Description of Property
Name of the Bank
Modification
Particulars of
Modification
1 13.12.2012 Charge ID 10390979
Agreement of Hypothecation of Goods and Assets (Form C.2), Agreement of Loan for Overall Limit (Form C. 1), Letter regarding the grant of individual limits within the overall limit (Form C. 5) all these documents were executed between the Bank and the Borrower Company to secure the credit facility referred as ‘Project Specific Working Capital’ extended by the Bank. dated 12.11.2012
Rs. 43 Crores
i)All the present and future current assets inclusive of the book debts generated through the commercial transactions related to specified properties maintained at Registered Office&or work place. ii) Prime Security: 1 Land (Adm 6 acers 29 gunthas i.e. 292941 sq ft) for phase I & II and buildings to be constructed at S. No. 33, Kannur Village, Bidarahalli Hobli Nr, Yelakhanka, Bangalore East Taluka iii) Collateral Security: Land adm 5400 sq ft & house property (Basement +G+2adm 9200 built up) at No. 978 (amalgamation of 978&979),HAL 2nd stage Indiranagar Bangalore. iv) Prime: Negative lien on unsold flats
State Bank of India Commercial Branch, 1548/ A Off Tilak Road, Sadashiv Peth, Pune - 411030
Modification
Memorandum of
Deposit For Creation of Charge for the Term
Loan/Overall Limit
executed between the
Bank and the
Borrower Company
as additional security to secure and
cover the credit
facilities already
extended by the Bank .
Dated 12.11.2012
By this present modification, the Company has extended additional security of immovable properties as referred in the Memorandum of Title Deeds Deposited in Bank's favour to secure the credit facility extended by the Bank to the tune of Rs. 43 Crores.
2 05.03.2013 Simple mortgage Rs. 20 Proposed sixth, Vijaya Bank
110
Charge ID 10407771
deed executed between the Bank and borrower company to secure credit facility referred as “Term Loan” extended by the Bank. 05.02.2013
Crores seventh, eighth and ninth floor admeasuring 318,421 sq. ft of the proposed building CITY BAY located at village, Sangamwadi, Tal. Haveli, Dist. Pune
Corporate Banking Branch, Vijaya Niwas, 1206/A-32 Shirole Road, Opp. Sambhaji Park, Pune - 411004
3 26.03.2013 Charge ID 10413110
Deed of Mortgage dated 22.03.2013
Rs. 10 Crores
1) Floor No. Fround to 5th Floor of Building named City Bay situated at land admeasuring 3606.55 sq.mtrs situated at plot no. 188, tower 3 named as city bay, dhole patil road pune 2) Extension of Regd. Mortgage of Boat Club Road, land final plot no, 188, S. No. 347 B, 347/A 3C/1A/1, 348A/1/1 and 348/A/1/2A, total area 113883 sq.ft. at pune 3) Office No. 101B, 102, 105D, 106, 107AB, 112C, 201-202-203-204-205-206-207-208, 1st & 2nd floors, city point S. no. 347B, 347A, Hissa No. 3C/1A/1, 348A Hissa No. 1/1, 348A Hissa No. 1/2A, 4) Final plot no 188 CST No. 14 (part) 14/1, 14/2 Dhole Patil Road, Pune 01. 5) Personal
IDBI Bank Limited IDBI Towerwtc Complex Cuffe Parade Mumbai 400005
111
Guarantees of promoter directors namely:- Mr. Rajesh Patil, Mr. Naresh Patil, Mr. Milind Kolte and Mrs. Sunita Kolte
4 26.03.2013 Charge ID 10413106
Deed of Mortgage dated 22.03.2013
Rs. 10 Crores
1) Office No. 101B, 102, 105D, 106, 107AB, 112C, 201-202-203-204-205-206-207-208, 1st & 2nd floors, city point S. no. 347B, 347A, Hissa No. 3C/1A/1, 348A Hissa No. 1/1, 348A Hissa No. 1/2A, 2) Final plot no 188 CST No. 14 (part) 14/1, 14/2 Dhole Patil Road, Pune 01. 3) Extension of Regd. Mortgage of Boat Club Road, land final plot no, 188, S. No. 347 B, 347/A 3C/1A/1, 348A/1/1 and 348/A/1/2A, total area 113883 sq.ft. at pune
IDBI Bank Limited IDBI Tower wtc Complex Cuffe Parade Mumbai 400005
5 15.05.2013 Charge ID 10425334
Deed of Mortgage dated 29.04.2013 executed by Kolte-Patil Developers Limited (KPDL) & Oakwoods Hospitality Private Limited (OHPL) in favour of Capital First Limited (CFL) creating first exclusive charge
Rs. 75 Crores
Receivables of KPDL in Glitterati Project and all the present and future fixed and current assets, receivables, escrow accounts, cash flows etc. in respect of Giga
Capital First Limited 15th Floor, Tower -2, Indiabulls Finance Centre, Senapati Bapat Marg, Elphinstone, Mumbai - 400013
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over the receivables of KPDL from Glitterati Project and all the present & future assets, receivables etc, of Giga Project for securing the Loan facility of Rs. 75 crs. provided by CFL to KPDL Dated 29.04.2013
Project as detailed in Schedule 2-of Deed of Mortgage and also separately attached herewith.
6 24.02.2014 Charge ID 10478974
Deed of Hypothecation of Lease Rentals/ Receivables Dated 24.01.2014
Rs. 16 Crores
Receivables from Mirabilis Project, situated at S. No. 71, Horamavu, Agara Village, K R Puram, Bangalore
Aditya Birla Finance Limited Indian Rayon Compound, Veraval, Gujarat - 362266
1st Modificatio
n Equitable
Mortgage of Property by deposit of title deeds
Dated 30.01.2014
By present modification, the property described in Schedule I of Equitable Mortgage of Property by deposit of title deeds dated 30.01.2014 is mortgaged to secure the charge amount.
7 15.03.2014 Charge ID 10482995
Simple Mortgage Deed (Without Possession) dated 04.03.2014 and Deed of Hypothecation of current assets (Stock and Book debts) dated 04.03.2014
Rs. 20 Crores
1) Show room No. 5 Giga Space Lohgaon Pune - in detailed described in Schedule of Deed of Mortgage dated 04.03.2014 2) All the piece and parcel of property admesuring area 6823.05 sq.mtrs.i.e.74,443 sq. ft of S.No. 29 situated at Kondhwa Khurd, Tal. Haveli - in detailed described in Schedule of Mortgage Deed
Axis Bank Limited Corporate Banking Branch,214-215,City Mall,2nd Floor,Plot No.1,S.No.132,Ganesh Khind Road, Pune - 411007
1st Modificatio
n Simple
Mortgage Deed
(Without possession)
Dated 06.03.2014
By present modification, All that piece and parcel of non agricultural properties bearing S. No. 171 Hissa No. 1 & 2 and S. No. 172 Hissa No. 1A at Wakad, in detailed described in schedule of deed of mortgage dated 06.03.2014 is given as additional security
113
04.03.14. 3) Shop No. SH 12 adm. 869 sq,ft carpet; Shop No.SH-13 adm. 863 sq.ft carpet; Shop No.30 adm. 875 sq,ft Carpet in Bizz Bay Apartment constructed at 29/1/1, 29/1/2, 29/1/3, 29/2, 29/3, 29/4, 29/5, 29/6 of Kondhawa Khurd, Pune, together with1.18%, 1.17%, 1.19% respectively undivided share in common area and facilities. 4) All the stock in trade both present and furture consisting stock including raw material, stock in process, finished goods, cash and other current assets in detailed described in Annexure 1 attached to this Form 8.
8 Charge Id 10527237
Simple Mortgage Deed dated 21.10.2014
Rs. 25 Crores
1) All that pieces and parcels of the Residential Project Ownership Scheme known as GLITTERATI II constructed and/or under construction upon land bearing S. no. 17/1/1/1+2+3+4 Plot no. B,
IDBI Bank Limited Specialized Corporate Branch No. 201, Pride House, S. No. 108/7 Shivaji Nagar, University Road, Pune - 411016
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admeasuring about 7243.35 sq. mtrs. in detailed described in Schedule of property Part I to the Mortgage Deed. 2) All that pieces and' parcels of Boat Club Road land, bearing Final Plot no. 188 and also having corresponding Survey Nos. 347-B, 347/A, Hissa no. 3C/1A/1, 348A/1/1 and 348A/112A, (having total area 113883 sq. ft.) situated at village Ghorpadi (Sangamwadi) Tal. Haveli, Dist. Pune in detailed described in Schedule of property Part II to the Mortgage Deed. 3) All that pieces and parcels of Office NO.101B, 102, 105D, 106, 107AB, 112C, 201-202-203-204-205-206-207-208, respectively situated on First and Second Floors, of the building known as "City Point" S. No. 347B, 347A, Hissa No.3C/1A/1, 348 A HissaNO.1/1, 348A
115
HissaNO.1/2A, Final Plot no.188 & CTS No. 14(part) H/l, 14/2 Dhole Patil Road village Ghorpadi (Sangamwadi) Tal. Havell, Dist. Pune in detailed described in Schedule of property Part III to the Mortgage Deed.
116
ANNEXURE 11
Remuneration Paid To Directors (Rupees In Lakhs)
FY 11-12
Name of
Director
Designation Salary,
Allowances and
Perquisites
Commission Total Managerial
Remuneration
Mr. Rajesh
Patil
Chairman and Managing
Director
58.15 66.67 124.82
Mr. Naresh
Patil
Vice Chairman 58.15 66.67 124.82
Mr. Milind
Kolte
Executive Director 58.15 66.67 124.82
Mrs. Sunita
Kolte
Executive Director 58.15 --- 58.15
FY 12-13
*With effect from 28th July, 2012. FY 13-14
Name of Director Designation Salary, Allowances and
Perquisites Mr. Rajesh Patil Chairman and Managing Director 60.40 Mr. Naresh Patil Vice Chairman 60.40 Mr. Milind Kolte Executive Director 60.40 Mrs. Sunita Kolte Executive Director 60.40 Mrs. Vandana Patil Executive Director 60.40
Total 302.00
Name of Director Designation Salary,
Allowances and
Perquisites
Commission Total Managerial
Remuneration
Mr. Rajesh Patil Chairman and
Managing Director 58.15 100.00 158.15
Mr. Naresh Patil Vice Chairman 58.15 100.00 158.15 Mr. Milind Kolte Executive Director 58.15 100.00 158.15 Mrs. Sunita Kolte Executive Director 58.15 - 58.15 Mrs. Vandana Patil Executive Director* 36.54 - 36.54
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ANNEXURE 12
Related Party Transactions For the FY 2013-2014
118
119
120
121
122
123
For the FY 2012-2013
124
125
126
For the FY 2011-2012
127