Indian School Finance Company Private Limited OF RS. 12,00,00000

72 Pages·2014·1.34 MB·English

by  Ankur Aggarwal

Indian School Finance Company Private Limited
(Formerly known as Corporate Deposits and Investments Private Limited)
(The “Issuer” incorporated with limited liability under the Companies Act, 1956 as amended from time to time)

REGISTERED OFFICE: CORPORATE OFFICE:

First Floor, No. 8-2-269/2/52, 502, KLJ Towers, Netaji Subhash Place,
Plot No. 52 , Sagar Society Pitampura,
Road No.2 ,Banjara Hills New Delhi-110034
Hyderabad – 500 034
Tel: [phone] Tel: [phone]

COMPLIANCE OFFICER: CHIEF OPERATING OFFICER:

Mr. Ankur Aggarwal Mr. Ankur Aggarwal
E-mail: [email protected] E-mail: [email protected]

THE ISSUE

ISSUE OF SECURED, RATED, LISTED, TAXABLE, TRANSFERABLE, REDEEMABLE, NON-
CONVERTIBLE DEBENTURES OF FACE VALUE OF RS. 5,00,000/- (RUPEES FIVE LAKH)
EACH, AGGREGATING TO INR EQUIVALENT OF USD 2.0 MILLION SUBJECT TO A MAXIMUM
OF RS. 12,00,00,000/- (RUPEES TWELVE CRORES ONLY) (THE “DEBENTURES”)
ON A PRIVATE PLACEMENT BASIS (THE “ISSUE”) BY INDIAN SCHOOL FINANCE
COMPANY PRIVATE LIMITED (THE “ISSUER”) (PLEASE SEE SECTION TITLED ISSUE
STRUCTURE FOR THE ISSUE STRUCTURE AND FURTHER DETAILS).

ISSUE PROGRAMME

ISSUE OPENING DATE ISSUE CLOSING DATE ISSUE PAY-IN DATE DEEMED DATE OF ALLOTMENT
JULY 23, 2014 JULY 25, 2014 JULY 25, 2014 JULY 25, 2014

REGISTRAR & TRANSFER AGENT DEBENTURE TRUSTEE

Sharepro Services (I) Pvt Limited IDBI Trusteeship Services Limited
13 AB Samhita Warehousing Complex, Asian Building, Ground Floor,
2nd Floor, Sakinaka Telephone Exchange, 17, R. Kamani Marg,
Off Andheri-Kurla Road, Sakinaka Ballard Estate
Andheri (E) - 400072 Mumbai – 400001
Mumbai, Maharashtra, India Maharashtra, India
Tel: [phone] Tel: [phone]
Fax: [phone] Fax: [phone]
Email: [email protected] Email: [email protected]
Contact Person: Nilesh Bhandari Contact Person:
Website: http://www.shareproservices.com Website: www.idbitrustee.com
Information Memorandum Private & Confidential – For Private Circulation Only
Date: 23rd July, 2014

Background

This Information Memorandum is related to the Debentures to be issued by Indian School
Finance Company Pvt. Ltd. (the “Issuer” or “Company”) on a private placement basis and
contains relevant information and disclosures required for the purpose of issuing of the
Debentures. The issue of the Debentures comprised in the Issue and described under this
Information Memorandum has been authorised by the Issuer through a resolutions passed
by the shareholders of the Issuer on July 11, 2014 and the Board of Directors of the Issuer
on July 11, 2014 and the Memorandum and Articles of Association of the Company.
Pursuant to the resolution passed by the Company’s shareholders dated July 11, 2014 in
accordance with provisions of the Companies Act, 2013, the Company has been authorised
to borrow, upon such terms and conditions as the Board may think fit for amounts up to
INR 40 Crores/- (Rupees Two Hundred Crores only) during FY 2014-15. The present issue
of NCDs in terms of this Information Memorandum is within the overall powers of the Board
as per the above shareholder resolution(s).

This Information Memorandum prepared under SEBI (Issue and Listing of Debt
Securities) Regulations 2008 dated June 6, 2008 as amended by the SEBI (Issue and
Listing of Debt Securities) (Amendment) Regulations, 2012 dated October 12, 2012,
as amended form time to time, for private placement of the Debentures is neither a
prospectus nor a statement in lieu of prospectus and does not constitute an offer to
the public generally to subscribe for or otherwise acquire the debt securities to be
issued by the Issuer. This is only an information brochure intended for private use.

GENERAL RISKS
Investment in debt and debt related securities involve a degree of risk and investors
should not invest in the debt instruments, unless they can afford to take the risks
attached to such investments. Investors are advised to read the Information
Memorandum carefully before taking an investment decision in this offering. For taking
an investment decision, investors must rely on their own examination of the issuer and
the offer including the risks involved. The Debentures have not been recommended or
approved by the Securities and Exchange Board of India (“SEBI”) nor does SEBI
guarantee the accuracy or adequacy of this document. This Information Memorandum
has not been submitted, cleared or approved by SEBI.

ISSUER’S ABSOLUTE RESPONSIBILITY
The Issuer, having made all reasonable inquiries, accepts responsibility for, and
confirms that this Information Memorandum contains all information with regard to the
Issuer and the Issue, which is material in the context of the Issue, that the information
contained in this Information Memorandum is true and correct in all material aspects
and is not misleading in any material respect, that the opinions and intentions
expressed herein are honestly held and that there are no other facts, the omission of
which makes this Information Memorandum as a whole or any of such information or
the expression of any such opinions or intentions misleading in any material respect.

ISSUE STRUCTURE
Each Debenture Holder shall subscribe to and hold the Debentures and the debentures
issued by the Issuer, under the issue documents, in proportion to the amount of the
issuance by the Issuer
Occurrence of an Event of Non Compliance (as specified in the Debenture Trust Deed)
and/or an Event of Default (as specified in the Debenture Trust Deed) on part of the
Issuer shall trigger a default for the Issuer.

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Information Memorandum Private & Confidential – For Private Circulation Only
Date: 23rd July, 2014
LISTING
The Debentures to be issued pursuant to this Information Memorandum will be listed on
the Wholesale Debt Market segment of the Bombay Stock Exchange. [The Issuer shall
make an application for listing within one day from the Deemed Date of Allotment of
Debentures and shall have obtained the in-principle approval of the Bombay Stock
Exchange for the listing of the Debentures.

CREDIT RATING
“BB+” (pronounced BB plus) with Stable Outlook by IndiaRating
Rating
and Research Limited
Symbol IND BB+
Instruments with this rating are considered to have some degree of
Rating
uncertainty regarding timely servicing of financial obligations. Such
Definition
instruments carry fairly weak credit risk.

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Information Memorandum Private & Confidential – For Private Circulation Only
Date: 23rd July, 2014
TABLE OF CONTENTS

1. DEFINITIONS AND ABBREVIATIONS ................................................................................................ 4
2. DISCLAIMERS .................................................................................................................................... 7
3. RISK FACTORS ................................................................................................................................ 10
3.1 RISKS RELATING TO OUR BUSINESS ...................................................................................... 11
3.2 RISKS RELATING TO THE ISSUE ............................................................................................. 13
3.3 EXTERNAL RISK FACTORS ....................................................................................................... 14
4. REGULATORY DISCLOSURES ..................................................................................................... 16
4.1 ISSUER INFORMATION ........................................................................................................ 16
4.2 ISSUE DETAILS .................................................................................................................... 32
5. FINANCIAL STATEMENTS ............................................................................................................ 36
6. TRANSACTION DOCUMENTS AND KEY TERMS ........................................................................ 38
6.1 TRANSACTION DOCUMENTS .............................................................................................. 38
6.2 REPRESENTATIONS AND WARRANTIES ............................................................................. 39
6.3 COVENANTS ......................................................................................................................... 41
6.4 FURTHER ASSURANCES ..................................................................................................... 46
6.5 SECURITY ............................................................................................................................. 47
6.6 NEGATIVE COVENANTS ...................................................................................................... 48
6.7 EVENTS OF NON COMPLIANCE .......................................................................................... 49
7. APPLICATION AND ISSUE PROCEDURE .................................................................................... 53
8. UNDERTAKINGS AND DECLARATIONS BY THE ISSUER .......................................................... 62
ANNEXURE 1: CREDIT RATING LETTER FROM RATING AGENCY ................................................. 63
ANNEXURE 2: CONSENT LETTER FROM DEBENTURE TRUSTEE .................................................. 65
ANNEXURE 4: IN-PRINCIPLE APPROVAL FROM BSE ..................................................................... 69
ANNEXURE 5: AUDITED FINANCIALS ................................................................................................ 70

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Information Memorandum Private & Confidential – For Private Circulation Only
Date: 23rd July, 2014
1. DEFINITIONS AND ABBREVIATIONS

Term Description
Act The Companies Act, 1956, as amended from time to time
Allot/ Allotment/
Unless the context otherwise requires or implies, the allotment of the
Debentures pursuant to the Issue
Allotted
The form in which an Investor can apply for subscription to the
Application Form Debentures, attached as Annexure [3] to this Information
Memorandum.
Holder(s) of the Debentures in dematerialized form as defined under
Beneficial Owner(s)
section 2 of the Depositories Act, 1996
Business Day shall mean a day (other than a public holiday under
Business Days Section 25 of the Negotiable Instruments Act, 1881 at Mumbai or a
Saturday or a Sunday).
Client Loan Each loan made by the Issuer as a lender
Credit Rating
IndiaRatings and Research Limited or any other credit rating agency,
Agency(ies) / Rating
appointed from time to time.
Agency
Simplified debt listing agreement entered into by the Issuer with BSE
Debt Listing
for listing of the Debentures on the BSE, as amended from time to
Agreement
time
The Date of Allotment of Debentures to the Debenture Holders, in
Date of Allotment
this case being July 31, 2014
The date on which the Debenture Holders are deemed to enjoy all
Deemed Date of
rights under the Transaction Documents, in this case being July 23,
Allotment
2014
Issue of, senior, secured, rated, listed, taxable, transferable,
redeemable non-convertible debentures of face value of Rs
Debentures 5,00,000/- (Rupees Five Lakhs Only) each, aggregating INR
equivalent of USD 2 Million subject to a maximum of Rs.
12,00,00,000/- (Rupees Twelve Crore Only)
The several persons who are for the time being holders of the
Debentures and who are entered in the register of Debenture Holders
Debenture
as mentioned under the Debenture Trust Deed and who will be
Holder(s)/Investor(s)
subscribing to the Debentures from time to time and to whom this
Information Memorandum is furnished
Debenture Trust The deed to be dated ________________ executed between the
Deed Company and the Debenture Trustee.
Debenture Trustee Trustee for the Debenture Holder(s), in this case being IDBI
/ Trustee Trusteeship Services Limited.
Debenture Trustee Securities and Exchange Board of India (Debenture Trustee)
Regulations Regulations, 1993, as amended from time to time.
Deed of The deed executed by the Company in favour of the Trustee under
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Information Memorandum Private & Confidential – For Private Circulation Only
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Term Description
Hypothecation the terms of which the Debentures shall be secured by way of a
charge over certain assets of the Company as more particularly
defined therein.
Agreement to be executed by and between the Debenture Trustee
Debenture Trustee and the Company for the purposes of appointment of the Debenture
Agreement Trustee to act as debenture trustee in connection with the issuance
of the Debentures.
The National Securities Depository Limited (NSDL) with whom the
Depository(ies) Company has entered into an agreement for keeping and dealing
with the Debentures in a dematerialized form.
Dematerialized securities (securities that are in electronic form, and
Demat
not in physical form), with the entries noted by the Depository.
Director(s) Director(s) of the Issuer
DPID Depository Participant Identification Number.
DSC Means digital signature as accepted by the ROC
Any date on which the holders of the Debentures are entitled to any
Due Date payments, whether on maturity or upon exercise of the option to
redeem the Debentures prior to the scheduled Maturity Date.
Twelve months period commencing from April 1 of a particular
Financial Year / FY calendar year and ending on March 31 of the subsequent calendar
year
The Government of India or of any state in India or any ministry,
department, board, authority, instrumentality, agency, corporation
(to the extent acting in a legislative, judicial or administrative
Governmental capacity) or commission under the direct or indirect control of such
Authority government or any political subdivision of any of them or owned or
controlled by the government or any of their subdivisions, or any
court, tribunal, judicial or regulatory body within India or any other
court, administrative agency or arbitrator.
Information
Memorandum / This Information Memorandum pursuant to which the Debentures
Debt Disclosure are being offered for private placement.
Document
Such person to whom this Information Memorandum is furnished
Investor
and who subscribes to this Issue.
Issue of, senior, secured, rated, listed, taxable, transferable,
redeemable non-convertible debentures of face value of
Issue Rs.5,00,000/- (Rupees Five Lakhs Only) each, aggregating INR
equivalent of USD 2 Million subject to a maximum of Rs.
12,00,00,000/- (Rupees Twelve Crore Only)
Issue Opening Date July 21, 2014
Issue Closing Date July 23, 2014
Issue Pay-in-Date July 23, 2014
Indian School Finance Company Private Limited, bearing
Corporate identity Number: U65921AP1994PTC065392 and having
Issuer / the its corporate office at 502, KLJ Towers, Netaji Subhash Place,
Company Pitampura, New Delhi – 110034 and its registered office at First
Floor, No. 8-2-269/2/52, Plot No. 52, Sagar Society Road No. 2,
Banjara Hills, Hyderabad – 500034
The portion of the Company’s portfolio of Client Loans that has been
Loan Loss Reserves
expensed (provisioned for) in anticipation of losses due to default
Ltd. Limited
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Information Memorandum Private & Confidential – For Private Circulation Only
Date: 23rd July, 2014
Term Description
The written consent obtained from the Debenture Holders
representing not less than 50% (Fifty percent) in value of the nominal
amount of the Debentures for the time being outstanding; or consent
Majority Consent
by special resolution duly passed at the meeting of the Debenture
Holders convened in accordance with the provisions set out in the
Debenture Trust Deed.
The effect or consequence of an event, circumstance, occurrence or
condition which has caused, as of any date of determination, a
material and adverse effect on (i) the financial condition, business or
Material Adverse
operation of the Issuer; (ii) the ability of the Issuer to perform their
Effect
obligations under the Transaction Documents; or (iii) the validity or
enforceability of any of the Transaction Documents (including the
ability of any party to enforce any of its remedies thereunder).
July 25, 2017
Maturity Date
A mutual fund registered with SEBI under the Securities and
Mutual Fund
Exchange Board of India (Mutual Funds) Regulations, 1996.
NSDL National Securities Depository Limited.
The outstanding principal balance of all of the outstanding Client
Outstanding Loans of the Issuer including current, delinquent and restructured
Portfolio Client Loans, but not Client Loans that have been charged off. It does
not include interest receivables and accrued interest
PAR The result obtained by dividing Portfolio at Risk by Total Loans.
Rating Agency ICRA Limited
The date which will be used for determining the Debenture Holders
who shall be entitled to receive the amounts due on any Due Date,
Record Date
which shall be the date falling 15 (Fifteen) calendar Days prior to any
Due Date.
Registrar/Registrar Registrar to the Issue, in this case being Sharepro Services (I) Pvt
to the Issue Limited,
RBI The Reserve Bank of India
ROC The Registrar of Companies
RTGS Real Time Gross Settlement
SEBI Securities and Exchange Board of India
SEBI Debt Listing The Securities and Exchange Board of India (Issue and Listing of
Regulations Debt Securities) Regulations, 2008 as amended from time to time.
Stock Exchange /
Bombay Stock Exchange Limited
BSE
Security The security for the Debentures as specified in Annexure I.
The outstanding aggregate principal amount of all Client Loans and
Total Loans other credit facilities provided by the Company, including securitised
assets and managed (non-owned) portfolio;
The Debenture Trust Deed, the Guarantee Deed, the Deed of
Transaction Hypothecation, the letters issued by the Rating Agency and the
Documents Registrar and all other documents in relation to the issuance of the
Debentures shall be collectively referred to as the "Transaction
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Information Memorandum Private & Confidential – For Private Circulation Only
Date: 23rd July, 2014
Term Description
Documents".
WDM Wholesale Debt Market segment of the BSE
“we”, “us”, “our” Unless the context otherwise requires, the Issuer
* Terms capitalised but not defined in this Information Memorandum shall have the
meaning given to the terms in the Debenture Trust Deed and the relevant Transaction
Documents.
2. DISCLAIMERS

GENERAL DISCLAIMER

THIS INFORMATION MEMORANDUM OF PRIVATE PLACEMENT (HEREINAFTER REFERRED TO AS
THE “INFORMATION MEMORANDUM” IS NEITHER A PROSPECTUS NOR A STATEMENT IN LIEU OF
PROSPECTUS. THE ISSUE OF RATED, SECURED LISTED TAXABLE, TRANSFERABLE,
REDEEMABLE NON-CONVERTIBLE DEBENTURES (HEREINAFTER REFERRED TO AS
“DEBENTURES”) TO BE ISSUED IS BEING MADE STRICTLY ON A PRIVATE PLACEMENT BASIS. IT
IS NOT INTENDED TO BE CIRCULATED TO MORE THAN 49 (FORTY-NINE) PERSONS. MULTIPLE
COPIES HEREOF GIVEN TO THE SAME ENTITY SHALL BE DEEMED TO BE GIVEN TO THE SAME
PERSON AND SHALL BE TREATED AS SUCH. IT DOES NOT CONSTITUTE AND SHALL NOT BE
DEEMED TO CONSTITUTE AN OFFER OR AN INVITATION TO SUBSCRIBE TO THE DEBENTURES
ISSUED TO THE PUBLIC IN GENERAL. APART FROM THIS INFORMATION MEMORANDUM, NO
OFFER DOCUMENT OR PROSPECTUS HAS BEEN PREPARED IN CONNECTION WITH THE
OFFERING OF THIS ISSUE OR IN RELATION TO THE ISSUER NOR IS SUCH A PROSPECTUS
REQUIRED TO BE REGISTERED UNDER BY LAW. ACCORDINGLY, THIS INFORMATION
MEMORANDUM HAS NEITHER BEEN DELIVERED FOR REGISTRATION NOR IS IT INTENDED TO
BE REGISTERED.

SINCE THE ISSUE IS BEING MADE ON A PRIVATE PLACEMENT BASIS, THE PROVISIONS OF
SECTION 60 OF THE COMPANIES ACT, 1956 SHALL NOT BE APPLICABLE AND ACCORDINGLY, A
COPY OF THIS INFORMATION MEMORANDUM IS NOT REQUIRED TO BE FILED WITH THE
REGISTRAR OF COMPANIES OR SEBI. THEREFORE, AS PER THE APPLICABLE PROVISIONS OF
LAW, A COPY OF THIS INFORMATION MEMORANDUM HAS NOT BEEN FILED WITH OR
SUBMITTED TO ROC OR SEBI FOR ITS REVIEW AND/OR APPROVAL.
THE ISSUER HAVING MADE ALL REASONABLE INQUIRIES, ACCEPTS RESPONSIBILITY FOR AND
CONFIRMS THAT THE INFORMATION CONTAINED IN THIS INFORMATION MEMORANDUM IS TRUE
AND CORRECT IN ALL MATERIAL ASPECTS AND IS NOT MISLEADING IN ANY MATERIAL RESPECT,
THAT THE OPINIONS AND INTENTIONS EXPRESSED HEREIN ARE HONESTLY HELD AND THAT
THERE ARE NO OTHER FACTS, THE OMISSION OF WHICH MAKE THIS DOCUMENT AS A WHOLE
OR ANY OF SUCH INFORMATION OR THE EXPRESSION OF ANY SUCH OPINIONS OR INTENTIONS
MISLEADING IN ANY MATERIAL RESPECT.
THIS INFORMATION MEMORANDUM AND THE CONTENTS HEREOF ARE INTENDED ONLY FOR
RECIPIENT(S) WHO HAVE BEEN ADDRESSED DIRECTLY AND SPECIFICALLY THROUGH A
COMMUNICATION BY THE ISSUER AND ONLY SUCH RECIPIENTS ARE ELIGIBLE TO APPLY FOR
THE DEBENTURES. ALL INVITED ELIGIBLE INVESTORS ARE REQUIRED TO COMPLY WITH
THE RELEVANT REGULATIONS/ GUIDELINES APPLICABLE TO THEM FOR INVESTING IN THIS
ISSUE. IT IS NOT INTENDED FOR DISTRIBUTION TO ANY OTHER PERSON AND SHOULD NOT
BE REPRODUCED BY THE RECIPIENT.
NO INVITATION IS BEING MADE TO ANY PERSONS OTHER THAN THE INVITED ELIGIBLE
INVESTORS. ANY APPLICATION BY A PERSON OTHER THAN AN INVITED ELIGIBLE INVESTOR
SHALL BE REJECTED WITHOUT ASSIGNING ANY REASON. NO PERSON WHO IS IN RECEIPT OF
THIS INFORMATION MEMORANDUM SHALL BE ENTITLED TO REPRODUCE OR DISTRIBUTE IN
WHOLE OR PART OR MAKE ANY ANNOUNCEMENT IN PUBLIC OR TO A THIRD PARTY REGARDING
THE CONTENTS OF THIS INFORMATION MEMORANDUM WITHOUT THE CONSENT OF THE
ISSUER.

DISCLAIMER OF THE ISSUER

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Information Memorandum Private & Confidential – For Private Circulation Only
Date: 23rd July, 2014
THIS INFORMATION MEMORANDUM HAS BEEN PREPARED TO PROVIDE GENERAL INFORMATION
ABOUT THE ISSUER TO POTENTIAL INVESTORS TO WHOM IT IS ADDRESSED AND WHO ARE
WILLING AND ELIGIBLE TO SUBSCRIBE TO THE DEBENTURES. THIS INFORMATION
MEMORANDUM DOES NOT PURPORT TO CONTAIN ALL THE INFORMATION THAT ANY POTENTIAL
INVESTOR MAY REQUIRE. NEITHER THIS INFORMATION MEMORANDUM NOR ANY OTHER
INFORMATION SUPPLIED IN CONNECTION WITH THE DEBENTURES IS INTENDED TO PROVIDE
THE BASIS OF ANY CREDIT OR OTHER EVALUATION NOR SHOULD ANY RECIPIENT OF THIS
INFORMATION MEMORANDUM CONSIDER SUCH RECEIPT A RECOMMENDATION TO PURCHASE
ANY DEBENTURES. EACH INVESTOR CONTEMPLATING THE PURCHASE OF ANY DEBENTURES
SHOULD MAKE HIS OWN INDEPENDENT INVESTIGATION OF THE FINANCIAL CONDITION AND
AFFAIRS OF THE ISSUER, AND HIS 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
ARISING FROM AN INVESTMENT IN THE DEBENTURES AND SHOULD POSSESS THE
APPROPRIATE RESOURCES TO ANALYSE SUCH INVESTMENT AND THE SUITABILITY OF SUCH
INVESTMENT TO SUCH INVESTOR'S PARTICULAR CIRCUMSTANCES. IT IS THE RESPONSIBILITY
OF INVESTORS TO ALSO ENSURE THAT THEY WILL SELL THESE DEBENTURES IN STRICT
ACCORDANCE WITH THIS INFORMATION MEMORANDUM, THE TERMS OF THE TRANSACTION
DOCUMENTS AND THE LAW, AND ENSURE THAT THE SALE DOES NOT CONSTITUTE AN OFFER
TO THE PUBLIC WITHIN THE MEANING OF THE COMPANIES ACT, 1956. NONE OF THE
INTERMEDIARIES OR THEIR AGENTS OR ADVISORS ASSOCIATED WITH THIS ISSUE UNDERTAKE
TO REVIEW THE FINANCIAL CONDITION OR AFFAIRS OF THE ISSUER DURING THE LIFE OF THE
ARRANGEMENTS CONTEMPLATED BY THIS INFORMATION MEMORANDUM OR HAVE ANY
RESPONSIBILITY TO ADVISE ANY INVESTOR OR POTENTIAL INVESTOR IN THE DEBENTURES OF
ANY INFORMATION AVAILABLE WITH OR SUBSEQUENTLY COMING TO THE ATTENTION OF THE
INTERMEDIARIES, AGENTS OR ADVISORS.

NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY
REPRESENTATION NOT CONTAINED OR INCORPORATED BY REFERENCE IN THIS INFORMATION
MEMORANDUM OR IN ANY MATERIAL MADE AVAILABLE BY THE ISSUER TO ANY POTENTIAL
INVESTOR PURSUANT HERETO AND, IF GIVEN OR MADE, SUCH INFORMATION OR
REPRESENTATION MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED BY THE ISSUER.
THE INTERMEDIARIES AND THEIR AGENTS OR ADVISORS ASSOCIATED WITH THIS ISSUE HAVE
NOT SEPARATELY VERIFIED THE INFORMATION CONTAINED HEREIN. ACCORDINGLY, NO
REPRESENTATION, WARRANTY OR UNDERTAKING, EXPRESS OR IMPLIED, IS MADE AND NO
RESPONSIBILITY IS ACCEPTED BY ANY SUCH INTERMEDIARY AS TO THE ACCURACY OR
COMPLETENESS OF THE INFORMATION CONTAINED IN THIS INFORMATION MEMORANDUM OR
ANY OTHER INFORMATION PROVIDED BY THE ISSUER. ACCORDINGLY, ALL SUCH
INTERMEDIARIES ASSOCIATED WITH THIS ISSUE SHALL HAVE NO LIABILITY IN RELATION TO
THE INFORMATION CONTAINED IN THIS INFORMATION MEMORANDUM OR ANY OTHER
INFORMATION PROVIDED BY THE ISSUER IN CONNECTION WITH THE ISSUE.
EACH COPY OF THIS INFORMATION MEMORANDUM IS SERIALLY NUMBERED AND THE PERSON,
TO WHOM A COPY OF THE INFORMATION MEMORANDUM IS SENT, IS ALONE ENTITLED TO APPLY
FOR THE DEBENTURES.
EACH PERSON RECEIVING THIS INFORMATION MEMORANDUM ACKNOWLEDGES THAT:
i. SUCH PERSON HAS BEEN AFFORDED AN OPPORTUNITY TO REQUEST AND TO REVIEW
AND HAS RECEIVED ALL ADDITIONAL INFORMATION CONSIDERED BY AN INDIVIDUAL TO
BE NECESSARY TO VERIFY THE ACCURACY OF OR TO SUPPLEMENT THE INFORMATION
HEREIN; AND

ii. SUCH PERSON HAS NOT RELIED ON ANY INTERMEDIARY THAT MAY BE ASSOCIATED
WITH ISSUANCE OF THE DEBENTURES IN CONNECTION WITH ITS INVESTIGATION OF
THE ACCURACY OF SUCH INFORMATION OR ITS INVESTMENT DECISION.

THE ISSUER DOES NOT UNDERTAKE TO UPDATE THE INFORMATION MEMORANDUM TO
REFLECT SUBSEQUENT EVENTS AFTER THE DATE OF THE INFORMATION MEMORANDUM AND
THUS IT SHOULD NOT BE RELIED UPON WITH RESPECT TO SUCH SUBSEQUENT EVENTS
WITHOUT FIRST CONFIRMING ITS ACCURACY WITH THE ISSUER. NEITHER THE DELIVERY OF
THIS INFORMATION MEMORANDUM NOR ANY SALE OF DEBENTURES MADE HEREUNDER SHALL,
UNDER ANY CIRCUMSTANCES, CONSTITUTE A REPRESENTATION OR CREATE ANY IMPLICATION
THAT THERE HAS BEEN NO CHANGE IN THE AFFAIRS OF THE ISSUER SINCE THE DATE HEREOF.
THIS INFORMATION MEMORANDUM DOES NOT CONSTITUTE, NOR MAY IT BE USED FOR OR IN
CONNECTION WITH, AN OFFER OR SOLICITATION BY ANYONE IN ANY JURISDICTION IN WHICH
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Information Memorandum Private & Confidential – For Private Circulation Only
Date: 23rd July, 2014
SUCH OFFER OR SOLICITATION IS NOT AUTHORIZED OR TO ANY PERSON TO WHOM IT IS
UNLAWFUL TO MAKE SUCH AN OFFER OR SOLICITATION. NO ACTION IS BEING TAKEN TO
PERMIT AN OFFERING OF THE DEBENTURES OR THE DISTRIBUTION OF THIS INFORMATION
MEMORANDUM IN ANY JURISDICTION WHERE SUCH ACTION IS REQUIRED. THE DISTRIBUTION
OF THIS INFORMATION MEMORANDUM AND THE OFFERING AND SALE OF THE DEBENTURES
MAY BE RESTRICTED BY LAW IN CERTAIN JURISDICTIONS. PERSONS INTO WHOSE POSSESSION
THIS INFORMATION MEMORANDUM COMES ARE REQUIRED TO INFORM THEMSELVES ABOUT
AND TO OBSERVE ANY SUCH RESTRICTIONS.

DISCLAIMER OF THE STOCK EXCHANGE

IT IS TO BE DISTINCTLY UNDERSTOOD THAT FILING OF THIS DISCLOSURE DOCUMENT WITH
THE STOCK EXCHANGE SHOULD NOT, IN ANY WAY, BE DEEMED OR CONSTRUED THAT THE
SAME HAS BEEN CLEARED OR APPROVED BY THE STOCK EXCHANGE. THE STOCK EXCHANGE
DOES NOT TAKE ANY RESPONSIBILITY EITHER FOR THE FINANCIAL SOUNDNESS OF ANY
SCHEME OR THE PROJECT FOR WHICH THE ISSUE IS PROPOSED TO BE MADE, OR FOR THE
CORRECTNESS OF THE STATEMENTS MADE OR OPINIONS EXPRESSED IN THIS DISCLOSURE
DOCUMENT.

DISCLAIMER OF THE SECURITIES & EXCHANGE BOARD OF INDIA

THIS INFORMATION MEMORANDUM HAS NOT BEEN FILED WITH OR SUBMITTED TO SEBI. THE
DEBENTURES HAVE NOT BEEN RECOMMENDED OR APPROVED BY SEBI NOR DOES SEBI
GUARANTEE THE ACCURACY OR ADEQUACY OF THIS DOCUMENT. IT IS TO BE DISTINCTLY
UNDERSTOOD THAT THIS INFORMATION MEMORANDUM SHOULD NOT IN ANY WAY BE DEEMED
OR CONSTRUED TO HAVE BEEN APPROVED OR VETTED BY SEBI. SEBI DOES NOT TAKE ANY
RESPONSIBILITY EITHER FOR THE FINANCIAL SOUNDNESS OF ANY PROPOSAL FOR WHICH THE
DEBENTURE ISSUE IS PROPOSED TO BE MADE OR FOR THE CORRECTNESS OF THE
STATEMENTS MADE OR OPINIONS EXPRESSED IN THIS INFORMATION MEMORANDUM. THE
ISSUE OF DEBENTURES BEING MADE ON A PRIVATE PLACEMENT BASIS, FILING OF THIS
DOCUMENT IS NOT REQUIRED WITH SEBI.

DISCLAIMER IN RESPECT OF JURISDICTION

THIS ISSUE IS MADE IN INDIA TO INVESTORS AS SPECIFIED UNDER THE CLAUSE ENTITLED
“ELIGIBLE INVESTORS” OF THIS INFORMATION MEMORANDUM, WHO SHALL BE SPECIFICALLY
APPROACHED BY THE ISSUER. THIS INFORMATION MEMORANDUM DOES NOT CONSTITUTE AN
OFFER TO SELL OR AN INVITATION TO SUBSCRIBE TO DEBENTURES OFFERED HEREBY TO ANY
PERSON TO WHOM IT IS NOT SPECIFICALLY ADDRESSED. ANY DISPUTES ARISING OUT OF THIS
ISSUE WILL BE SUBJECT TO THE JURISDICTION OF THE COURTS OF MUMBAI. THIS
INFORMATION MEMORANDUM DOES NOT CONSTITUTE AN OFFER TO SELL OR AN INVITATION
TO SUBSCRIBE TO THE DEBENTURES HEREIN, IN ANY OTHER JURISDICTION AND TO ANY
PERSON TO WHOM IT IS UNLAWFUL TO MAKE AN OFFER OR INVITATION IN SUCH JURISDICTION.

1.1 DISCLAIMER IN RESPECT OF RATING AGENCIES

Ratings are opinions on credit quality and are not recommendations to sanction, renew, disburse or
recall the concerned bank facilities or to buy, sell or hold any security. The Rating Agency has based
its ratings on information obtained from sources believed by it to be accurate and reliable. The Rating
Agency does not, however, guarantee the accuracy, adequacy or completeness of any information and
is not responsible for any errors or omissions or for the results obtained from the use of such
information. Most entities whose bank facilities/instruments are rated by the Rating Agency have paid
a credit rating fee, based on the amount and type of bank facilities/instruments.

1.2 ISSUE OF DEBENTURES IN DEMATERIALISED FORM

The Debentures will be issued in dematerialised form. The Issuer has made arrangements with the
Depositories for the issue of the Debentures in dematerialised form. Investors will have to hold the
Debentures in dematerialised form as per the provisions of Depositories Act. The Issuer shall take
necessary steps to credit the Debentures allotted to the beneficiary account maintained by the
Investor with its depositary participant. The Issuer will make the Allotment to Investors on the
Deemed Date of Allotment after verification of the Application Form, the accompanying documents
and on realisation of the application money.
(This Information Memorandum is neither a Prospectus nor a Statement in Lieu of a Prospectus) P a ge | 9