ate placement and is only an information bscribe for or otherwise … · 2012-12-13 · tel. no.:...

INFORMATION MEMORANDUM

Private & Confidential (For Private Circulation only)

1

Dated: October 30, 2012

W S Industries (India) Limited

[Incorporated as a public limited company under the Indian Companies Act, 1956]

Date of Incorporation: 23 August, 1961

Registered Office: 108 Mount Poonamallee High Road, Porur, Chennai 600 116

Corporate Office: Same as above

Tel. No.: 91 44 66500811 Fax: 91 44 66500882 Website: www.wsinsulators.com

ISSUE OF RATED, LISTED, SECURED, REDEEMABLE, NON-CONVERTIBLE

DEBENTURES OF FACE VALUE INR 10,00,000 AGGREGATING TO INR 30,00,00,000

(THE DEBENTURES) ON A PRIVATE PLACEMENT BASIS (THE ISSUE) BY W S

INDUSTRIES (INDIA) LIMITED (THE ISSUER)

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

invest any funds in the debt instrument unless they can afford to take the risks attached to such

investments. As the Issue is being made on a private placement basis, this Information

Memorandum has not been submitted to or cleared by the Securities and Exchange Board of India

(the SEBI) or the Registrar of Companies (the ROC). The Issue of Debentures has not been

recommended or approved by SEBI nor does SEBI guarantee the accuracy or adequacy of this

document. Investors are advised to take an informed decision before investing in this offering. For

taking an investment decision, investors must rely on their examination of the Issuer and Issue

including the risks involved in it. The attention of investors is drawn to the Cautionary Note on

1 of the Information Memorandum.

ISSUERS ABSOLUTE RESPONSIBILITY The Issuer, having made all reasonable inquiries, accepts responsibility for, and confirms that this

Information Memorandum contains all information with regard to the Issuer and the Issue, which is

material in the context of the Issue, that the information contained in this Information Memorandum

is true and correct in all material aspects and is not misleading in any material respect, that the

opinions and intentions expressed herein are honestly held and that there are no other facts, the

omission of which makes this Information Memorandum as a whole or any of such information or

the expression of any such opinions or intentions misleading in any material respect.

CREDIT RATING As at the date of this Information Memorandum, ICRA has assigned a rating of C to the Debentures.

This 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 credit

rating agency has a right to suspend or withdraw the rating at any time on the basis of factors such

as new information or unavailability of information or any other circumstances. Please refer to

Annexure 2 of this Information Memorandum for the credit rating rationale and further details.

ISSUE SCHEDULE

ISSUE OPENING DATE

November [�], 2012 ISSUE CLOSING DATE

Novermber [�], 2012

No

te:

Th

is I

nfo

rmat

ion

Mem

ora

nd

um

is

as p

er S

ched

ule

I u

nd

er S

EB

I (I

ssu

e an

d L

isti

ng

of

Deb

t S

ecu

riti

es)

Reg

ula

tio

ns,

20

08

, as

am

end

ed f

rom

tim

e to

tim

e. T

his

In

form

atio

n M

emo

ran

du

m i

s st

rict

ly f

or

a p

riv

ate

pla

cem

ent

and

is

on

ly a

n i

nfo

rmat

ion

bro

chu

re i

nte

nd

ed f

or

pri

vat

e u

se.

No

thin

g i

n t

his

In

form

ati

on

Mem

ora

nd

um

sh

all

con

stit

ute

an

d/o

r d

eem

to

co

nst

itu

te a

n o

ffer

or

an i

nv

itat

ion

to

an

off

er t

o t

he

Ind

ian

pu

bli

c o

r an

y s

ecti

on

th

ereo

f to

su

bsc

rib

e fo

r o

r o

ther

wis

e ac

qu

ire

the

Deb

entu

res.

Th

is

Info

rmat

ion

Mem

ora

nd

um

sh

ou

ld n

ot

be

con

stru

ed t

o b

e a

pro

spec

tus

or

a st

atem

ent

in l

ieu

of

pro

spec

tus

un

der

th

e C

om

pan

ies

Act

, 1

95

6.

Th

is I

nfo

rmat

ion

Mem

ora

nd

um

an

d t

he

con

ten

ts h

ereo

f ar

e re

stri

cted

fo

r o

nly

th

e in

ten

ded

rec

ipie

nt(

s) w

ho

hav

e

bee

n a

dd

ress

ed d

irec

tly

an

d s

pec

ific

ally

th

rou

gh

a c

om

mu

nic

atio

n b

y t

he

Co

mp

any

an

d o

nly

su

ch r

ecip

ien

ts a

re e

lig

ible

to

ap

ply

fo

r th

e D

eben

ture

s. A

ll i

nv

esto

rs a

re r

equ

ired

to

co

mp

ly w

ith

th

e re

lev

ant

reg

ula

tio

ns/

gu

idel

ines

ap

pli

cab

le t

o t

hem

fo

r

inv

esti

ng

in

th

is I

ssu

e. F

urt

her,

sin

ce t

he

Issu

e is

bei

ng

mad

e o

n a

pri

vat

e p

lace

men

t b

asis

, th

e p

rov

isio

ns

of

Sec

tio

n 6

0 o

f th

e C

om

pan

ies

Act

, 1

95

6 s

hal

l n

ot

be

app

lica

ble

an

d a

cco

rdin

gly

, a

cop

y o

f th

is I

nfo

rmat

ion

Mem

ora

nd

um

has

no

t b

een

fil

ed o

r

sub

mit

ted

wit

h t

he

Ro

C o

r th

e S

EB

I fo

r th

eir

rev

iew

an

d/o

r ap

pro

val

.



2

The Issuer reserves the right to change the Issue Schedule including the Deemed Date of Allotment (as

defined hereinafter) at its sole discretion, without giving any reasons or prior notice. The Issue will be open

for subscription at the commencement of banking hours and close at the close of banking hours. The Issue

shall be subject to the terms and conditions of this Information Memorandum filed with the Stock

Exchange and other documents in relation to the Issue.

LISTING

The Debentures are proposed to be listed on the WDM segment of the Bombay Stock Exchange Limited

(BSE). The Issuer has obtained the in-principle approval from the BSE on [�].The Issuer shall comply

with the requirements of the Listing Agreement to the extent applicable to it on a continuous basis and shall

complete all formalities relating to listing of the Debentures.

REGISTRAR & TRANSFER AGENT

Integrated Enterprises (India) Limited

2nd Floor, Kences Towers

No.1Ramakrishna Street, North Usman Road

T Nagar, Chennai - 600 017

Phone No(s)- 2814 0801-0803 Fax No.2814 2479

Email id:[email protected]

Contact person: Mr Suresh Babu K, Vice

President

DEBENTURE TRUSTEE

IDBI Trusteeship Services Limited

Asian Building, Ground Floor

17, R. Kamani Marg

Ballard Estate, Mumbai – 400 001

Tel: +91 22 40807000

Fax: +91 22 66311776

Email: [email protected]

Website: www.idbitrustee.co.in

Contact Person: Ms. Brindha Venkatraman



3

TABLE OF CONTENTS

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

DISCLAIMERS............................................................................................................................................ 9

BRIEF DETAILS ABOUT THE ISSUE .................................................................................................... 13

OTHER INFORMATION AND ISSUE PROCEDURE............................................................................ 27

DECLARATION ........................................................................................................................................ 35

ANNEXURE 1: SUMMARY TERM SHEET ........................................................................................... 36

ANNEXURE 2: CREDIT RATING LETTER FROM ICRA LIMTED .................................................... 42

ANNEXURE 3: CONSENT LETTER FROM DEBENTURE TRUSTEE................................................ 43

ANNEXURE 4: APPLICATION FORM ................................................................................................... 44



4

DEFINITIONS AND ABBREVIATIONS

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

below in this Information Memorandum.

Act The Companies Act, 1956 (as amended from time to time)

Additional Interest Means the term as defined in Annexure 1 (Summary Termsheet) of this

Information Memorandum

Allot/Allotment/Allotted The allotment of the Debentures pursuant to the Issue

Application Form The form used by an Investor to apply for subscription to the Debentures

offered through this Issue

Board The board of directors of the Issuer

Break Funding Costs Means the term as described in Annexure 1 (Summary Termsheet) of this


BSE Bombay Stock Exchange Limited

Business Days Means the term as defined in Annexure 1 (Summary Termsheet) of this


CDSL Central Depository Services (India) Limited

Cash Interest Means the term as described in Annexure 1 (Summary Termsheet) of this


Credit Rating Agency(ies) ICRA Limited

Crore 1 Crore = 10 million



5

Debenture Holder(s) The holders of the Debentures

Debenture Trust Deed The Debenture Trust Deed to be executed by the Issuer with the

Debenture Trustee

Debenture Trustee Trustee for the Debenture Holders, in this case being IDBI Trusteeship

Services Limited

Debentures

Debentures or Non Convertible Debentures (NCD) mean the debentures

issued pursuant to the terms and conditions set out in this Information

Memorandum. The terms Debentures and NCD have, unless the context

otherwise requires, been used interchangeably in this Information

Memorandum.

Deemed Date of Allotment

The date of the resolution of the Board/committee of the Issuer for

allotting the Debentures

Default Interest As defined in Annexure 1 (Summary Termsheet) of this Information

Memorandum

Depository(ies) National Securities Depository Limited / Central Depository Services

(India) Limited

Depositories Act The Depositories Act, 1996

DP Depository Participant

Eligible Financial

Institution

Means such financial institutions from whom monies borrowed even

under an unsecured debenture would not constitute a 'deposit' within the

meaning of the term as defined under Section 2(b) of the

Companies (Acceptance Of Deposits) Rules, 1975

Eligible Investors As described in the section on 'Eligible Investors' in this Information

Memorandum



6

Final Maturity Date 30 September, 2017

Finance Documents Means the term as defined in Annxeure 1 (Summary Termsheet) of this


ICRA ICRA Limited

Information Memorandum This Information Memorandum dated 30Oct12 pursuant to which the

Debentures are being offered for private placement

INR Indian Rupees, the lawful currency of the Republic of India

Interest

The interest on the Debentures will consist of Base Interest and

Additional Interest, terms which are more particularly described in

Annxeure 1 (Summary Termsheet) of this Information Memorandum

Investor Such person who subscribes to this Issue

Issue Amount INR 30,00,00,000

Issue Closing Date November [�] , 2012

Issue Date Novermber [�] , 2012

Issue Opening Date Novermber [�] , 2012

Issue Pay-in Date

Novermber [�] , 2012, the date on which the subscription monies in

relation to the Debentures are received by the Issuer in the designated

bank account

Issuer W S Industries (India) Limited, the issuer company, having its registered

office at Chennai



7

Listing Agreement Means the agreement to be entered into by the Issuer and the BSE for

listing of the Debentures

Mutual Fund A mutual fund registered with SEBI under the Securities and Exchange

Board of India (Mutual Funds) Regulations, 1996

NRI

A person resident outside India, who is a citizen of India or a person of

Indian origin and shall have the same meaning as ascribed to such term in

the FEMA Regulations

NSDL National Securities Depository Limited

Outstanding Amounts

Means the aggregate of amounts that are outstanding and payable to the

Debenture Holders, which shall include:

(a) the Principal Amounts;

(b) Interest;

(c) Default Interest, if applicable; and

(d) Break Funding Costs, if applicable

Principal Amounts The aggregate of the principal amounts payable to the Debenture Holders,

in this case being INR 30,00,00,000

RBI The Reserve Bank of India

Registrar/Registrar and

Transfer Agent to the Issue Registrar to the Issue, in this case being Integrated Enterprises (I) Limited

ROC The Registrar of Companies, Tamil Nadu

RTGS Real Time Gross Settlement



8

SEBI Securities and Exchange Board of India constituted under the Securities

and Exchange Board of India Act, 1992 (as amended from time to time)

SEBI Regulations

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

Securities) Regulations, 2008 issued by SEBI which are applicable to the

private placement of debt securities, as amended from time to time

Security Interest

Means any mortgage, pledge, hypothecation, assignment, deposit

arrangement, encumbrance, lien (statutory or other), preference, priority

or other security agreement of any kind or nature whatsoever including,

without limitation, any conditional sale or other title retention agreement,

any financing or similar statement or notice filed under any recording or

notice statute, and any lease having substantially the same effect as any of

the foregoing

Stock Exchange Exchange on which the Debentures are listed for trading

WDM Wholesale debt market segment of the Stock Exchange



9

DISCLAIMERS

DISCLAIMER OF THE ISSUER

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

Information Memorandum has been prepared in conformity with the SEBI Regulations. The Issue of

Debentures to be listed on the WDM is being made strictly on a private placement basis. This Information

Memorandum 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 to the public in general. This Information Memorandum should not be construed to be a

prospectus or a statement in lieu of prospectus under the Act.

This Information Memorandum has been prepared solely to provide general information about the Issuer

to Eligible 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

Eligible Investor may require. Further, this Information Memorandum has been prepared for

informational purposes relating to this transaction only and upon the express understanding that it will be

used only for the purposes set forth herein.

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 and any recipient of this

Information Memorandum should not consider such receipt a recommendation to purchase any

Debentures. Each Investor contemplating purchasing any Debentures should make its own independent

investigation of the financial condition and affairs of the Issuer, and its own appraisal of the

creditworthiness of the Issuer. 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 analyze such investment and the suitability of

such investment to such Investor's particular circumstances. By subscribing to the Issue, Eligible

Investors shall be deemed to have acknowledged that the Issuer does not owe them a duty of care in this

respect. Accordingly, none of the Issuer’s officers or employees shall be held responsible for any direct or

consequential losses suffered or incurred by any recipient of this Information Memorandum as a result of

or arising from anything expressly or implicitly contained in or referred to in this Information

Memorandum or any information received by the recipient in connection with this Issue.

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 issue 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. 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 Issuer certifies that the disclosures made in this Information

Memorandum are adequate and in conformity with the SEBI Regulations. Further, the Issuer accepts no

responsibility for statements made otherwise than in the Information Memorandum or any other material

issued by or at the instance of the Issuer and anyone placing reliance on any source of information other

than this Information Memorandum would be doing so at his own risk.



10

This Information Memorandum and the contents hereof are restricted only for the intended

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 Investors are required

to comply with the relevant regulations/guidelines applicable to them for investing in this Issue. The

contents of this Information Memorandum are intended to be used only by those Investors to whom

it is distributed. 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 those to whom Application Forms along with this

Information Memorandum being issued have been sent. Any application by a person to whom the

Information Memorandum has not been sent by the Issuer shall be rejected without assigning any reason.

The person who is in receipt of this Information Memorandum shall not reproduce or distribute in whole

or part or make any announcement in public or to a third party regarding the contents without the consent

of the Issuer. The recipient agrees to keep confidential all of such information provided (or made

available hereafter), including, without limitation, the existence and terms of such transaction, any

specific pricing information related to the transaction or the amount or terms of any fees payable to us or

other parties in connection with such transaction. This Information Memorandum may not be

photocopied, reproduced, or distributed to others at any time without the prior written consent of the

Issuer. Upon request, the recipient will promptly return all material received from the Issuer (including

this Information Memorandum) without retaining any copies thereof, all in accordance with such

confidentiality agreement. If any recipient of this Information Memorandum decides not to participate in

the Issue, the recipient must promptly return this Information Memorandum and all reproductions whether

in whole or in part and any other information statement, notice, opinion, memorandum, expression or

forecast made or supplied at any time in relation thereto or received in connection with the issue to 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. The Issuer does not undertake to update the

Information Memorandum to reflect subsequent events after the date of the Information Memorandum

and thus no reliance should be placed on such subsequent events without first confirming its accuracy

with the Issuer.

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

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

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

offering of the Debentures or the distribution of this Information Memorandum in any jurisdiction where

such action is required. Persons into whose possession this Information Memorandum comes are required

to inform themselves about and to observe any such restrictions. The Information Memorandum is made

available to Investors in the Issue on the strict understanding that it is confidential.

DISCLAIMER IN RESPECT OF JURISDICTION

This Issue is made in India to investors as specified under ‘Eligible Investors’ in this Information

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

not constitute an offer to sell or an invitation to subscribe to Debentures offered hereby to any person to

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

exclusive jurisdiction of the courts of Chennai. This offer of Debentures is made in India to persons

resident in India. This Information Memorandum does not constitute an offer to sell or an invitation to

subscribe to the Debentures herein, in any other jurisdiction to any person to whom it is unlawful to make

an offer or invitation in such jurisdiction.



11

DISCLAIMER CLAUSE OF THE STOCK EXCHANGE

As required, a copy of this Information Memorandum has been filed with the BSE in terms of the SEBI

Regulations. It is to be distinctly understood that submission of this information memorandum to the BSE

should not in any way be deemed or construed to mean that this Information Memorandum has been

reviewed, cleared or approved by the BSE nor does the BSE in any manner warrant, certify or endorse the

correctness or completeness of any of the contents of this Information Memorandum, nor does the BSE

warrant that the Issuer’s Debentures will be listed or will continue to be listed on the BSE nor does the

BSE take any responsibility for the soundness of the financial and other conditions of the Issuer, its

promoters, its management or any scheme or project of the Issuer.

DISCLAIMER CLAUSE OF THE SECURITIES & EXCHANGE BOARD OF INDIA

As per the provisions of the SEBI Regulations, a copy of this Information Memorandum has not been

filed with or submitted to the SEBI. 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 Debentures issued

thereof 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, however SEBI reserves the right to take up at any point of time,

with the Issuer, any irregularities or lapses in this Information Memorandum.

DISCLAIMER CLAUSE OF CREDIT RATING AGENCY

The ratings by the Credit Rating Agency(ies) should not be treated as a recommendation to buy, sell or

hold the rated debt instruments. The Credit Rating Agency(ies) ratings are subject to a process of

surveillance which may lead to a revision in ratings. Please visit Credit Rating Agencies’ websites

(www.icra.in) or contact the Credit Rating Agencies’ office for the latest information on Credit Rating

Agencies’ ratings. All information contained herein has been obtained by the Credit Rating Agency(ies)

from sources believed by it to be accurate and reliable. Although reasonable care has been taken to ensure

that the information herein is true, such information is provided ‘as is’ without any warranty of any kind,

and the Credit Rating Agency(ies) in particular, makes no representation or warranty, express or implied,

as to the accuracy, timeliness or completeness of any such information. All information contained herein

must be construed solely as statements of opinion and Credit Rating Agency(ies) shall not be liable for

any losses incurred by users from any use of this publication or its contents. Please refer to Annexure 2 of

this Information Memorandum for the credit rating rationale and further details.

CAUTIONARY NOTE

This Information Memorandum is not intended to provide the sole basis of any credit decision or other

evaluation and should not be considered as a recommendation that any recipients of this Information

Memorandum should invest in the Debentures proposed to be issued by the Issuer. Each Eligible Investor

should make its own independent assessment of the investment merit of the Debentures and the Issuer.

Eligible investors should consult their own financial, legal, tax and other professional advisors as to the

risks and investment considerations arising from an investment in the Debentures and should possess the

appropriate resources to analyze such investment and the suitability of such investment to such investor’s

particular circumstance. This Information Memorandum is made available to Eligible Investors on the

strict understanding that it is confidential. Recipients shall not be entitled to use any of the information

otherwise than for the purpose of deciding whether or not to invest in the Debentures.



12

No person including any employee of the Issuer has been authorized to give any information or to make

any representation not contained in this Information Memorandum. Any information or representation not

contained herein must not be relied upon as having being authorized by or on behalf of the Issuer. Neither

the delivery of this Information Memorandum at any time nor any statement made in connection with the

offering of the Debentures shall under the circumstances imply that any information/representation

contained herein is correct at any time subsequent to the date of this Information Memorandum. The

distribution of this Information Memorandum or the Application Forms and the offer, sale, pledge or

disposal of the Debentures may be restricted by law in certain jurisdictions. This Information

Memorandum does not constitute an offer to sell or an invitation to subscribe to the Debentures in any

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

Persons into whose possession this Information Memorandum comes are required by the Issuer to inform

themselves about and observe any such restrictions. The sale or transfer of these Debentures outside India

may require regulatory approvals in India, including without limitation, the approval of the RBI.

ISSUE OF DEBENTURES IN DEMATERIALISED FORM

The Debentures will be issued only 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 DP'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 investor.

The Issuer will make the Allotment to investors on the Date of Allotment after verification of the

Application Form, the accompanying documents and on realisation of the application money.

CONSENTS

IDBI Trusteeship Services Limited has given its written consent for its appointment (annexed hereto as

Annexure 3) as Debenture Trustee to the Issue and inclusion of its name in the form and context in which

it appears in this Information Memorandum.



13

BRIEF DETAILS ABOUT THE ISSUE

Summary of the Business of the Issuer

The Issuer is currently involved in the manufacture and sale of high voltage electro-porcelain

transmission and sub-station insulators which are used for transmission and distribution of electricity. The

Issuer also undertakes turnkey projects for the erection, installation and commissioning of electrical high

voltage transmission lines and substations and line quality solutions.

ISSUER PROFILE

Name: W S Industries (India) Limited

Registered Office: 108 Mount Poonamallee High Road, Porur, Chennai 600 116

Phone No.: + 91 44 66500811

Fax No.: + 91 44 66500882

Contact Person: Mr Raja Ganapathi, Compliance Officer

Email: [email protected]

Auditors: M/s S Viswanathan & Co, Chartered Accountants, Chennai

Debenture Trustee IDBI Trusteeship Services Limited

Credit Rating Agency ICRA Limited

A. OVERVIEW OF THE ISSUER

The Issuer was incorporated on 23 August 1961 with a vision to create an enduring benchmark in India

for strategic excellence in Electro Porcelains. The Issuer currently has two lines of business:

(a) Manufacture and sale of Porcelain Insulators for application in Electrical High Voltage

Transmission and Distribution upto 1200 kV in Transmission and 800 kV in Substation.

(b) Turnkey Projects Division for Erection, Installation and Commissioning of Electrical

High Voltage Lines and Substations and Line Quality Solutions.

In 1965, the Issuer set up a factory in Chennai which initially had a manufacturing capability of 2400 MT.

The Issuer has consistently increased the manufacturing capacity of the factory over the past 45 years.



14

In July 2009, the Issuer also commissioned a state-of-the-art production facility in the Andhra Pradesh

Special Economic Zone at Visakhapatnam to manufacture substation insulators. The Vishakaptnam

facility is dedicated to exports of the insulators. The operations at the Chennai and the Vishakaptnam

units have enabled the Issuer to achieve a combined total capacity of 22000 MT per annum. This has

permitted the Issuer to increase the number of insulator products offered by it resulting in an expansion of

its customer base. The Issuer also holds the distinction of being the first company in India to be awarded

the ISO 9001 quality certification for quality control systems. The Issuer also has been the recipient of

numerous awards from the Government of India in respect of the products sold to customers outside

India.

The insulator products manufactured by the Issuer have been tested extensively at international

laboratories, in order to ensure compliance with stringent international standards. As a result, the products

of the Issuer are in service in severe operating environments, in more than 50 countries all over the globe.

B. FINANCIAL HIGHLIGHTS

A brief snapshot of the financial performance of the Issuer for the financial years ended 31 March 2012

and 31 March 2011 are provided below:

Balance Sheet (INR) As on 31 March 2012

(in INR lakhs)

As on 31 March 2011

(in INR lakhs)

SOURCES OF FUNDS

Shareholder's Funds

Share Capital 3389.00 3389.00

Reserve and Surplus 12903.80 4892.80

Secured Loans 20242.60 16126.30

Unsecured Loans 1637.80 764.00

Others 800.00 1293.00

Total 38973.20 26465.00

Application of funds

Net Block 29585.30 15525.70

Investments 13.90 13.90

Other Assets 759.60 224.00

Current Assets Loans & Advances 17844.70 19071.70

Less: Current Liabilities and Provisions 9230.30 8370.30

Net Current Assets 8614.40 10701.40

Total 38973.20 26465.00

P&L Statement FY 2011-12 FY 2010-11

Income 24189.10 29253.20

Expenditure 29676.30 29556.70

Net Profit after tax (5487.20) (303.50)



15

C. BOARD OF DIRECTORS

The following table sets forth the names and addresses of the directors of the Issuer as osn the date of this

Information Memorandum:

Profile of the Board of Directors of the Issuer

1. Mr. V. Srinivasan

Mr.V.Srinivasan was one of the co-founders of the Issuer in 1961. The expertise and vision of

Mr.V.Srinivasan has been instrumental in enabling the Issuer to become a market leader in the

field of power insulation and protection. He is associated with several industry associations such

as Confederation of Indian Industries (CII), and IEEE etc.

2. Mr. Murali Venkatraman

Mr. Murali Venkatraman is the Vice-Chairman of the Issuer. He is qualified as an Electrical &

Electronics Engineer and holds a Master of Science degree from Stanford University, United

States of America. In a career spanning nearly 3 decades, in the T&D sector, Mr Venkatraman

has occupied several leadership positions in various industry bodies such as Past President of

Indian Electrical & Electronics Manufacturers’ Association (IEEMA), Madras Chamber of

Commerce and Industry, and Madras Management Association.

3. Mr. Narayan Sethuramon

Mr. Narayan Sethuramon is the Managing Director and Chief Executive Officer of the Issuer and

currently spearheads the operations of the Issuer. He is qualified as a production engineer and has

completed his Master of Science degree in Industrial Administration from Purdue University,

USA. He has nearly 2 decades of experience in the industry. He plays an active role in various

industry associations and is currently Vice Chairman of CII Tamil Nadu State Council. Mr

Sethuramon also belongs to the National Executive Council of Indian Electrical & Electronics

Name Position Address

V.Srinivasan Chairman 108 Mount Poonamallee High Road,

Porur, Chennai 600 116

Murali Venkataraman Vice Chairman 108 Mount Poonamallee High Road,


Narayan Sethuramon Managing Director and Chief

Executive Officer

108 Mount Poonamallee High Road,


K .Raman Director 108 Mount Poonamallee High Road,


G. Balasubramannyan Director 108 Mount Poonamallee High Road,


G.V.Viswanath Director 108 Mount Poonamallee High Road,


Julian C Schroder Director 108 Mount Poonamallee High Road,


N.Srinivasan Director 108 Mount Poonamallee High Road,




16

Manufacturers’ Association (IEEMA), CII’s National Council on Public Policy and Membership,

Board of Governors of Institute for Financial Management and Research. He also has had the

distinction of holding the post as a National Chairman of CII's Young Indians (an initiative

launched by the CII to enable Indians between the ages of 24-40 to realize the dream of a

developed Indian nation.)

4. Mr. K.Raman

Mr. K.Raman was the former Managing Director of Best & Crompton Ltd and has nearly 6

decades of experience in the industry. He is an Independent Director on the Board and heads the

Audit Committee of the Issuer.

5. Mr. G. Balasubramanian

Mr. G. Balasubramanian is a Chartered Accountant by profession and associated with the

Industry in various fields. He holds the post of an Independent Director on the Board of the

Issuer.

6. Mr. G. V. Viswanath

Mr G. V. Viswanath belonged to the Indian Administration Services and had the distinction of

serving as the former Chief Secretary to the state government of Karnataka. He is also an

Independent Director on the Board of the Issuer.

7. Mr. N. Srinivasan

Mr. N. Srinivasan is a qualified metallurgical engineer. During a career span of over 40 years,

Mr. Srinivasan has handled several key assignments and held senior positions in industry bodies

such as the Indian Lead Zinc Information Centre (a non profit organisation dedicated to the

market development and dissemination of technical information in respect of lead and zinc),

Federation of Indian Export Organisations (FIEO) and Confederation of Indian Industry (CII). Mr

Srinivasan has also served as an advisor to the President of the CII. He is also an Independent

Director on the Board of the Issuer.

8. Mr Julian C Schroeder

Mr Julian C Schroeder is a nominee director of Credit Renaissance Fund on the Board of the

Issuer.

The Issuer hereby confirms that its directors have not been disqualified under the Act in any of the

companies in which they were directors in the previous financial year and that they stand free from any

disqualification from being a director.

D. SHAREHOLDING PATTERN

The shareholding pattern of the Issuer disclosed to the the stock exchanges for the quarter preceding the

date of this Information Memorandum, being the quarter ended on 30Sep12 , is provided below:



17



18

The names and number of preference shares held by the preference shareholders of the Issuer as on the

date of this Information Memorandum are provided below:

Name of the Shareholder No. of preference

shares held

% to total preference

capital

Credit Renaissance Fund Limited 760,000 60%

Crédit Renaissance Development

Fund L.P.

165,000 13%

Vensunar (P) Limited 350,000 27%

Total 1,275,000 100%

E. REGULATORY DISCLOSURES

1. The following documents have been submitted to the Stock Exchange:

(i) Memorandum and Articles of Association of the Issuer; and

(ii) A copy of the latest audited balance sheet and annual report of the Issuer for the financial

year ended 31 March 2012.

2. The following disclosures have been made where relevant:

(i) Name and address of registered office of the Issuer

Name : W S Industries (India) Limited

Address : 108 Mount Ponnamallee Road, Porur, Chennai 600 116

(ii) Names and addresses of the directors of the Issuer

Please refer to the paragraph on 'Board of Directors' contained in this section titled 'Brief

Details of the Issue' of the Information Memorandum.

3. A brief summary of the business / activities of the Issuer and its line of business

Please refer to the paragraph 'Summary of the Business of the Issuer' mentioned in this section

titled 'Brief Details of the Issue' of the Information Memorandum.

4. A brief history of the Issuer since its incorporation giving details of its activities including

any reorganization, reconstruction or amalgamation, changes in its capital structure,

(authorized, issued and subscribed) and borrowings, if any.

(i) The Issuer was originally incorporated on 23 August 1961 as W S Insulators of India

Limited under the Act, as a limited company. Its name was consequently changed to W.S.

Industries (India) Limited and a fresh certificate of incorporation was issued on 15 July

1987.

(ii) Pursuant to the order dated 20 December 2001 of the Madras High Court, SSB Industries

Ltd (a company engaged in the manufacture of electrical components) merged with the

Issuer. The exchange ratio between SSB Industries Limited and the Issuer was 2:5.



19

(iii) The authorised, issued and subscribed share capital of the Issuer has undergone numerous

changes, the details of which are mentioned below:

Changes in Authorized Equity Capital:

Date Equity Preference Total

31.03.1981 45,000,000 5,000,000 50,000,000

23.03.1985 45,000,000 *

3000000 48,000,000

29.05.1989 60,000,000 15,000,000 75,000,000

13.09.1991 105,000,000 15,000,000 120,000,000

18.06.1992 150,000,000 15,000,000 165,000,000

05.08.1996 200,000,000 50,000,000 250,000,000

27.03.2000 200,000,000 100,000,000 300,000,000

14.06.2006 350,000,000 150,000,000 500,000,000

AUTHORISED CAPITAL MOVEMENT

* Debentures issued in exchange of Preference Shares

The above stated Debentures have been subsequently redeemed in full



20

History of the Equity Share Capital of the Issuer



21

Preference share capital history of the Issuer

5. Authorised, Issued and Subscribed capital of the Issuer as on 31 March 2012

6. Details of Existing Borrowings (both secured and unsecured) of the Issuer as of 31 March 2012

Sr No Names of the Bankers/Lenders Amount

outstanding as on

31 March 2012 in

INR

Secured Loans

1. Exim Bank 61,61,66,000

2. Punjab National Bank 53,47,00,000

3. Indian Overseas Bank 25,00,00,000

4. Standard Chartered Bank 80,00,000

5. Syndicate Bank 73,48,000

Unsecured Loans

1. Hire Purchase facility 7,80,000

2. Loan from Subsidiary 16,30,00,000

7. Details of debt securities issued and sought to be listed

The Issuer proposes to issue Rated, Listed, Secured, Redeemable, Non-Convertible Debentures of

face value INR 10,00,000 each, aggregating to INR 30,00,00,000 on a private placement basis.

Share Capital Amount

(INR.)

A. Authorised Capital

3,50,00,000 Equity Shares of INR 10/- each

15,00,000 Cumulative Redeemable Preference Shares of INR 100 each

35,00,00,000

15,00,00,000

B. Issued, Subscribed and Paid-up Capital

2,11,39,789 Equity Shares of INR 10/- each

12,75,000 Cumulative Redeemable Preference Shares of INR 100 each

21,13,79,890

12,75,00,000

C. Paid-up Capital after the present Issue Same as

above



22

8. Issue Size

The aggregate Issue size of the Debentures is INR 30,00,00,000.

9. Utilization of Issue proceeds

The proceeds from the issue shall be utilised for refinancing of certain existing loans of the Issuer,

and for meeting the capital expenditure and long term working capital margin requirements of the

Issuer.

10. A statement containing particulars of the dates of, and parties to all material contracts,

agreements involving financial obligations of the Issuer

Part A : Material Contracts/ Agreements

The Issuer, in the ordinary course of its business, enters into various agreements which may contain

certain financial obligations and/or provisions which may have an impact on its financial condition.

Such contracts or agreements may be inspected at the registered office of the Issuer from 10.00 am to

1.00 pm on all Business Days.

Part B: Issue Related Documents

These Issue related documents referred to hereunder in this Part B shall be made available by the

Issuer at its discretion to any Eligible Investor who requests for the same.

(i) Certified true copy of the Memorandum & Articles of Association of the Issuer;

(ii) Certified true copy of the certificate of incorporation of the Issuer;

(iii) Audited accounts of the Issuer for the year ended 31 March, 2012 and limited review statement

as at 30 September, 2012;

(iv) Certified true copy of the resolution passed by the Board approving the issue of Debentures;

(v) Credit rating letter from the ICRA Limited;

(vi) Letter from IDBI Trusteeship Services Limited giving its consent to act as Debenture Trustee;

(vii) Debenture Trust Deed between Issuer and Debenture Trustee, when executed; and

(viii) Certified true copy of the tripartite agreement between the Issuer, the Registrar & Transfer

Agent and the [National Securities Depository Limited]/[ Central Depository Services (India)

Limited]. when executed;

11. Details of other borrowings including any other issue of debt securities in past

Please refer to the paragraph on 'Details of the Existing Borrowing' contained in this section titled

'Brief Details of the Issue' of the Information Memorandum.

12. Any material event/development or change at the time of issue or subsequent to issue which

may affect the Investor’s decision to invest/continue to invest in the debt securities.

Since 31 March, 2012, in the opinion of the Issuer, other than as disclosed in this Information

Memorandum and the general market risks that may arise in case of the issuance of Debentures, no

circumstance have arisen that materially or adversely could affect the profitability of the Issuer or the

value of its assets or impact its ability to pay or discharge its material liabilities or obligations over

the next 12 months.

Other than as disclosed in this Information Memorandum, there are no other material events or

developments or changes at the time of this Issue or subsequent to the Issue which may affect the

Issue or the investors’ decision to invest/ continue to invest in the Issue.

13. Particulars of debt securities issued in the past 10 years:



23

(i) For consideration other than cash, whether in whole or in part – Not applicable

(ii) At a premium or discount - Not applicable

(iii) In pursuance of an option - Not applicable

14. Details of Top 10 Holders of Equity and Debt Securities

The list of the top ten shareholders of the Issuer on 5 October 2012 are given below:

Equity Shares

Sr. No Name & address of the Shareholder No. of shares held

(each share with a

face value of

INR.10)

% to total equity

capital

1. Credit Renaissance Fund Limited

C/o J P Morgan Chase Bank N A, 6th

Floor, Pradigam B, Mindspace, Malad

W, Mumbai 400 064

25,20,000 11.92

2. East Sail

C/o Deutsche Bank, P B no 1142, Fort,

Mumbai 400 001

19,85,577 9.39

3. Vensunar P Limited

4A, Venkatesa Agraharam Road,

Mylapore, Chennai 600 004

19,80,440 9.37

4. Blue Chip Investments P Limited



14,27,659 6.75

5. Murali Consultancy Services P Limited



14,15,531 6.70

6. Galaxy Investments P Limited



8,89,178 4.21

7. Vidya Srinivasan

C/o, BNP Paribas, 62 Homji street,

Mumbai, 400 001

8,84,228 4.18

8. Vensunar Holdings P Limited

C/o, BNP Paribas, 62 Homji street,

Mumbai, 400 001

820,115 3.88

9. Credit Renaissance Development Fund

L. P.

C/o J P Morgan Chase Bank N A, 6th

Floor, Pradigam B, Mindspace, Malad

W, Mumbai 400 064

6,30,000 2.98



24

10. Hitesh Ramji Javeri

1102 Raheja Centre, Plot no 214,

Nariman Point, Mumbai 21

517,338 2.44

Total 1,30,70,006 61.82

Preference Shares

Name of the Shareholder No. of shares held % to total

preference

capital

Credit Renaissance Fund Ltd 7,60,000 60%

Credit Renaissance Development Fund L.P. 1,65,000 13%

Vensunar (P) Ltd 3,50,000 27%

Total 1,275,000 100%

15. Undertaking to use a Common Form of Transfer

The issue of the Debentures shall be made in demat form only and no Debentures will be issued in

physical form. The Debentures shall be transferred subject to and in accordance with the rules/

procedures as prescribed by the Depository of the transferor/ transferee and any other applicable laws

and rules notified in respect thereof and subject to the terms and conditions of issuance as contained

in this Information Memorandum.The normal procedure followed for transfer of securities held in

dematerialized form shall be followed for transfer of these Debentures held in electronic form.

However, the Issuer will use a common transfer form for physical holdings, if at a later stage there is

any holding in physical form due to the Depository giving any investor the option to rematerialize the

Debentures.

16. Information relating to the terms of offer or purchase

For information relating to the terms of offer or purchase, please refer to the terms and conditions of

the Debentures as set out in Annexure 1 (Summary Termsheet), attached to this Information

Memorandum.

17. The discount at which such offer is made and the effective price for the Investor as a result of

such discount

Not applicable

18. The debt equity ratio prior to and after issue of the Debentures

Prior to Issue* After the Issue**

Debt Equity Ratio 0.66 0.70

* Based on the audited financials of the Issuer as on 31 March 2012

** Based on audited financials of the Issuer as of 31 March 2012, further adjusting for such portion

of the Issue which will be added to the debt of the Issuer.

19. Servicing behavior on existing debt securities, payment of due interest on due dates on term

loans and debt securities



25

The creditors of the Issuer have not issued any default notices or initiated any proceedings against the

Issuer in respect of the recovery or repayment of any loans subsisting as of date. The Issuer

undertakes to discharge all its liabilities in time and that there would be no default in payment of

interest and principal amounts.

20. Permission and consent from creditors for a second or pari passu charge being created in

favour of the Debenture Trustees to the proposed issue

For information relating to the security proposed to be created for the Debentures, please refer to the

terms and conditions of the Debentures set out in Annexure 1 (Summary Termsheet), attached to this

Information Memorandum. In the event any permission /consent is required to be obtained, the same

shall be obtained by the Issuer prior to the creation of the security. The Issuer shall within [●] days

time from the Issue Pay-in Date create the security for the Debentures.

21. Names of the Debentures Trustees and Consents thereof

The Debenture Trustee for the Debentures is IDBI Trusteeship Services Ltd. The Debenture Trustee

has given written consent for its appointment and inclusion of its name as Debenture Trustee in the

form and context in which it appears in this Information Memorandum, under Regulation 4(4) SEBI

Regulations. The consent letter from the Debenture Trustee is attached as Annexure 3 to this

Information Memorandum.

22. Rating and Rating Rationale

The Issue has been rated C by ICRA. Credit rating letter from ICRA is attached as Annexure 2 to this

Information Memorandum.

23. Listing

The Debentures are proposed to be listed on the WDM segment of the BSE the details of which are

provided below.

BSE Limited

Address Phiroze Jeejeebhoy Towers, Dalal Street,

Mumbai - 400001,

Tel No. +91 22 22721233

Fax: +91 22 22721919

Website: www.bseindia.com

The Issuer has obtained the in principle approval for the listing of the Debentures from the BSE on

[�]. The Issuer shall comply with the requirements of the Listing Agreement for debt securities to the

extent applicable to it on a continuous basis.

24. A summary term sheet with brief prescribed information pertaining to the Debentures

A summary of the term sheet has been attached as Annexure 1 to this Information Memorandum.

25. Purchase and Sale of Debentures

The Issuer shall not, at any time and from time to time, purchase the Debentures at the price available

in the debt market, and any such purchase shall lead to the cancellation of the purchased Debentures,

in accordance with the applicable laws.

26. Governing Law

The Debentures shall be governed by and be subject to the laws of India. Any dispute arising thereof

will be subject to the exclusive jurisdiction of the courts and tribunals of Chennai.

27. Underwriting of the issue



26

This issue of Debentures has not been underwritten.

28. Tax Benefits

A Debenture Holder is advised to consider in his own case the tax implications in respect of

subscription to the Debentures after consulting his tax advisor.



27

OTHER INFORMATION AND ISSUE PROCEDURE

The Debentures being offered as part of the Issue are subject to the provisions of the Act, the

Memorandum and Articles of Association of the Issuer, the terms of this Information Memorandum,

the Application Form and other terms and conditions as may be incorporated in the Debenture Trust

Deed. Over and above such terms and conditions, the Debentures shall also be subject to the

applicable provisions of the Depositories Act, guidelines, notifications and regulations relating to the

allotment & issue of capital and listing of securities issued from time to time by SEBI, the Stock

Exchange or any other authorities and the such other laws as may be applicable, as well as the

Finance Documents.

Issue Procedure

(i) How to apply

Only ‘Eligible Investors’ as given hereunder may apply for the Debentures by completing

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

the instructions contained therein. No application can be made for a fraction of a

Debenture. Application Forms should be duly completed in all respects and applications

not completed in the said manner are liable to be rejected. The name of the applicant’s

bank, type of account and account number must be duly completed by the Applicant

(ii) Payment instructions

An Application Form must be accompanied by either demand draft(s) or cheque(s) drawn

or made payable in favour of "W.S. Industries (India) Limited" and crossed. Account

payee only Cheque(s) or demand draft(s) may be drawn on any bank including a co-

operative bank, which is a member or a sub-member of the bankers clearing house

located at Chennai. The entire amount (INR 10,00,00,000 only per debenture) is payable

with the application. If permitted, the applicant may transfer payments required to be

made in relation to any by electronic transfer of funds/RTGS, to the bank account of the

Issuer as per details mentioned in the Application Form. 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 or transit.

Alternatively, investors can remit their application money through RTGS to [�] RTGS

Account as details given below.

Beneficiary Name W.S. Industries (India)

Limited

Account no [�]

RTGS /IFSC Code [�]

Bank [�]

Branch [�]

Account of Type [�]

(iii) Submission of completed Application Form

All applications duly completed accompanied by account payee cheques/ drafts/

application money/ transfer instructions from the respective Investor’s account to the



28

account of the Issuer, shall be submitted at the registered office of the Issuer.

(iv) Who can apply

Only Eligible Investors, individually addressed through direct communication by the

Issuer, are eligible to apply for this private placement of Debentures. No other person

may 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 Act.

The following categories of Investors, when specifically approached, are eligible to apply

for this private placement of Debentures subject to fulfilling their respective investment

norms/ rules and compliance with laws applicable to them by submitting all the relevant

documents along with the Application Form:

a) Eligible Financial Institutions, Mutual Funds and Insurance Companies;

b) Corporate Investors and Foreign Institutional Investors;

c) Provident Funds, Gratuity, Superannuation Pension Funds subject to their investment

guidelines

d) Any other investor authorised to invest in these Debentures.

Applications not to be made by person(s) or entity (ies) resident outside India, including

NRIs, Overseas Corporate bodies, etc.

Note: Participation by potential investors in the Issue may be subject to statutory

and/or regulatory requirements applicable to them in connection with subscription

to Indian securities by such categories of persons or entities. Applicants are advised

to peruse the Debenture Trust Deed and further ensure that they comply with all

regulatory requirements applicable to them, including exchange controls and other

requirements. Applicants ought to seek independent legal and regulatory advice in

relation to the laws applicable to them.

(v) Application Procedure

Potential Investors will be invited to subscribe by way of the Application Form

prescribed in the Information Memorandum during the period between the issue opening

date and the issue closing date (both dates inclusive). The Issuer reserves the right to

close the Issue at an earlier date upon the issue being fully subscribed. The Issue shall be

open for subscription at the commencement of banking hours and shall close at the close

of banking hours.

Fictitious Application:

As a matter of abundant caution and although not applicable in the case of debentures,

attention of applicants is specially drawn to the provisions of subsection (1) of Section

68A of the Act which provides "Any person who: (a) makes in a fictitious name an

application to a Issuer for acquiring, or subscribing for, any shares therein, or (b)

otherwise induces a Issuer to allot, or register any transfer of, shares therein, to him, or

any other person in a fictitious name, shall be punishable with imprisonment for a term

which may extend to five years".



29

(vi) Basis of Allotment

Notwithstanding anything stated elsewhere, the Issuer reserves its full, unqualified and

absolute right to accept or reject any application, in part or in full, without assigning any

reasons thereof. Subject to the aforesaid, in case of over subscription, priority will be

given to investors on a first come first serve basis. The investors will be required to remit

the funds as well as submit the duly completed Application Form along with other

necessary documents to W.S.Industries (India) Limited by the Deemed Date of

Allotment. The actual allotment of the debentures may(shall) take place on date other

than the Deemed date of Allotment.

(vii) Applications to be accompanied with bank account details

Every application shall be required to be accompanied by the bank account details of the

applicant and the magnetic ink character reader code of the bank for the purpose of

availing direct credit of all amounts payable to the Debenture Holder(s) through

electronic transfer of funds or RTGS.

(viii) Applications under Power of Attorney

A certified true copy of the power of attorney or the relevant authority as the case may be

along with the names and specimen signature(s) of all the authorized signatories and the

tax exemption certificate/ document, if any, must be lodged along with the submission of

the completed Application Form. Further modifications/ additions in the power of

attorney or authority should be notified to the Issuer or to its agents or to such other

person(s) at such other address(es) as may be specified by the Issuer from time to time

through a suitable communication.

In case of an application made by companies under a power of attorney or resolution or

authority, a certified true copy thereof along with memorandum and articles of

association and/ or bye-laws along with other constitution documents must be attached to

the Application Form at the time of making the application, failing which, the Issuer

reserves the full, unqualified and absolute right to accept or reject any application in

whole or in part and in either case without assigning any reason thereto. Names and

specimen signatures of all the authorized signatories must also be lodged along with the

submission of the completed application.

(ix) Procedure for applications by Mutual Funds and Multiple Applications

In case of applications by mutual funds and venture capital funds, a separate application

must be made in respect of each scheme of an Indian mutual fund/ venture capital fund

registered with the SEBI and such applications will not be treated as multiple

applications, provided that the application made by the asset management company/

trustee/ custodian clearly indicates their intention as to the scheme for which the

application has been made.

The Application Forms duly filled shall clearly indicate the name of the concerned

scheme for which application is being made and must be accompanied by certified true

copies of:

a) SEBI registration certificate;



30

b) Resolution authorizing investment and containing operating instructions;

c) Specimen Signature of authorized signatories.

d)

(x) Documents to be provided by Investors

Investors need to submit the following documentation, as applicable:

a) Board/committee resolution authorising the investment;

b) Certified True Copy of the Power of Attorney if applicable;

c) Specimen signatures of the authorized signatories duly certified by an appropriate

authority

d) Application Form (including RTGS details).

(xi) PAN Number

Every applicant should mention its Permanent Account Number (PAN) allotted under

Income Tax Act, 1961, on the Application Form and attach a self attested copy as

evidence. Application Forms without PAN will be considered incomplete and are liable

to be rejected.

(xii) Depository Arrangements

The Issuer shall make necessary depository arrangements with NSDL/CDSL for issue

and holding of Debentures in dematerialised form.

(xiii) Debentures held in Dematerialised form

The Debentures will be issued in dematerialised form within 2 Business Days from

Deemed Date of Allotment. The Issuer has made arrangements with the depositories for

the issue of Debentures in dematerialised form. The depository participant’s name,

depository participant identification number 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 Investor.

(xiv) Procedure for applying for Dematerialised Facility

a) The applicant must have at least one beneficiary account with any of the DPs of

NSDL/CDSL prior to making the application.

b) The applicant must necessarily fill in the details (including the beneficiary account

number and DP’s ID) appearing in the Application Form under the heading "Details

for Issue of Debentures in Electronic/Dematerialised Form".

c) Debentures allotted to an applicant will be credited directly to the applicant's

respective beneficiary account(s) with the DP.

d) For subscribing to the Debentures, names in the Application Form should be identical

to those appearing in the account details in the depository. In case of joint holders,

the names should necessarily be in the same sequence as they appear in the account



31

details in the Depository.

e) Non-transferable allotment advice/refund orders will be directly sent to the applicant

by the Registrar and Transfer Agent to the Issue.

f) If incomplete/incorrect details are given under the heading "Details for Issue of

Debentures in Electronic/Dematerialised Form" in the Application Form, it will be

deemed to be an incomplete application and the same may be held liable for rejection

at the sole discretion of the Issuer.

g) For allotment of Debentures, the address, nomination details and other details of the

applicant as registered with his/her DP shall be used for all correspondence with the

applicant. The applicant is therefore responsible for the correctness of his/her

demographic details given in the Application Form vis-à-vis those with his/her DP. In

case the information is incorrect or insufficient, the Issuer would not be liable for the

losses, if any.

h) Interest or other benefits would be paid to those Debenture Holders whose names

appear on the list of beneficial owners given by the Depositories to the Issuer as on

the record date. In case of those Debentures for which the beneficial owner is not

identified by the Depository as on the record date, the Issuer would keep in abeyance

the payment of interest or other benefits, till such time that the beneficial owner is

identified by the Depository and conveyed to the Issuer, whereupon the interest and

benefits will be paid to the beneficiaries, as identified.

(xv) List of Beneficiaries

The Issuer shall request the Depositories to provide a list of beneficiaries as at the end of

the relevant Record Date. This shall be the list, which will be used for repayment of

redemption monies, as the case may be.

(xvi) Trustee for the Debenture Holder(s)

The Issuer has appointed IDBI Trusteeship Services Limited to act as trustee for the

Debenture Holder(s). The Issuer and the Debenture Trustee have entered into the

Debenture Trust Deed inter alia, specifying the powers, authorities and obligations of the

Debenture Trustee and the Issuer. The Debenture Holder(s) shall, without further act or

deed, be deemed to have irrevocably given their consent to the Debenture Trustee or any

of its agents or authorized officials to do all such acts, deeds, matters and things in

respect of or relating to the Debentures as the Debenture Trustee may in its absolute

discretion deem necessary or require to be done in the interest of the Debenture

Holder(s). Any payment made by the Issuer to the Debenture Trustee on behalf of the

Debenture Holder(s) shall discharge the Issuer pro tanto to the Debenture Holder(s).The

Debenture Trustee will protect the interest of the Debenture Holder(s) with regard to

repayment of principal and shall take necessary action, subject to and in accordance with

the Debenture Trust Deed. No Debenture Holder shall be entitled to proceed directly

against the Issuer unless the Debenture Trustee, having become so bound to proceed, fails

to do so. The Debenture Trust Deed shall more specifically set out rights and remedies of

the Debenture Holders and the manner of enforcement thereof.

(xvii) Sharing of Information



32

The Issuer may, at its option, but subject to applicable laws, use on its own, as well as

exchange, share or part with any financial or other information about the Debenture

Holder(s) available with the Issuer, with its subsidiaries and affiliates and other banks,

financial institutions, credit bureaus, agencies, statutory bodies, as may be required and

neither the Issuer nor its subsidiaries and affiliates nor their agents shall be liable for use

of the aforesaid information.

(xviii) Debenture Holder not a Shareholder

The Debenture Holder(s) will not be entitled to any of the rights and privileges available

to the shareholders of the Issuer. The Debentures shall not confer upon the Debenture

Holders the right to receive notice(s) or to attend and to vote at any general meeting(s) of

the shareholders of the Issuer.

(xix) Splitting and Consolidation

Splitting and consolidation of the Debentures is not applicable in the demat mode form

since the saleable lot is one Debenture.

(xx) Notices

All notices to the Debenture Holder(s) required to be given by the Issuer or the Debenture

Trustee shall have been given if sent either by registered post, by facsimile or by email to

the original/ first allottees of the Debenture(s), or as may be prescribed by applicable law.

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. Notice(s) shall be deemed to be

effective (in the case of registered post) seven business days after posting, (in the case of

facsimile/email) twenty four hours after dispatch or (in the case of personal delivery) at

the time of delivery.

(xxi) Succession

In the event of winding-up of the holder of the Debenture(s), the Issuer will recognize the

executor or administrator of the concerned Debenture Holder(s), or the other legal

representative as having title to the Debenture(s). The Issuer shall not be bound to

recognize such executor or administrator or other legal representative as having title to

the Debenture(s), unless such executor or administrator obtains probate or letter of

administration 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 other legal representation, in order to recognize such

holder as being entitled to the Debenture(s) standing in the name of the concerned

Debenture Holder on production of sufficient documentary proof or indemnity

(xxii) Mode Of Transfer/ Transmission Of Debentures

The Debentures shall be transferable freely to all classes of Eligible Investors. The

Debenture(s) shall be transferred and/ or transmitted in accordance with the applicable

provisions of the Act and other applicable laws. The provisions relating to transfer,

transmission and other related matters in respect of shares of the Issuer contained in the



33

Articles of Association and the Act shall apply, mutatis mutandis (to the extent applicable

to debentures), to the Debentures as well. The Debentures held in dematerialised form

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

by [NSDL/ CDSL] and the relevant DPs of the transferor or transferee and any other

applicable laws and rules notified in respect thereof. The transferee(s) should ensure that

the transfer formalities are completed prior to the record date. In the absence of the same,

redemption premium will be paid/ redemption will be made to the person, whose name

appears in the register of debenture holders maintained by the Depositories under all

circumstances. In cases where the transfer formalities have not been completed by the

transferor, claims, if any, by the transferees would need to be settled with the

transferor(s) and not with the Issuer. 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 DP. Investors may note that subject to applicable law, the

Debentures would be issued and traded in dematerialised form only.

(xxiii) Effect of Holidays

Should any of the dates defined above or elsewhere in this Information Memorandum

other than the Deemed Date of Allotment, fall on a Sunday or a public holiday or is not a

Business Day, the next day (working day/Business Day) shall be considered as the

effective date(s).

(xxiv) Tax Deduction at Source

All payments by the Issuer to the Debenture holders shall be made free and clear of and

without any tax deduction, except to the extent that the Issuer is required by law to make

payment subject to any taxes applicable under any applicable statutes/regulations as

applicable to the Issuer in respect of the income of the Debenture holders.

(xxv) Letters of Allotment

The Debentures will be credited in dematerialised form within [2] Business Days from

the Deemed Date of Allotment

. (xxvi) Deemed Date of Allotment

All the benefits under the Debentures will accrue to the investor from the specified

Deemed Date of Allotment. The Deemed Date of Allotment for the Issue is [�] as may

be determined by the committee of directors of the Issuer. The actual allotment of the

Debentures may take place on a date other than the Deemed Date of Allotment.

(xxvii) Record Date

The Coupon required to be paid by the Issuer directly to the Debenture Holders in

accordance with the terms of this Information Memorandum shall be made available to

such persons who are Debenture Holders as of the date falling [�] Business days prior to

the due date for such payment.



34

(xxviii) Refunds

For applicants whose applications have been rejected or allotted in part, refund orders

will be dispatched within 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.

(xxix) Payment on Redemption

Payment on redemption will be made by way of cheque(s)/ redemption warrant(s)/

demand draft(s)/ credit through RTGS system/ funds transfer in the name of Debenture

Holder(s) whose names appear on the list of beneficial owners given by the Depository to

the Issuer as on the record date.

The Debentures shall be taken as discharged on payment of the redemption amount by

the Issuer on maturity to the registered Debenture Holder(s) whose name appears in the

Register of Debenture Holder(s) on the record date. 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/CDSL and accordingly the account of the

Debenture Holder(s) with NSDL /CDSL 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 Maturity Date.

(xxx) Market Lot

The market lot shall be one Debenture. Since the Debentures are issued only in

dematerialised form, the odd lots will not arise either at the time of issuance or at the time

of the transfer of Debentures.

(xxx) Modification of Debentures/Information Memorandum

The Debenture Trustee and the Issuer will agree to make any modifications in the

Information Memorandum which in the opinion of the Debenture Trustee is of a formal,

minor or technical nature or is to correct a manifest error.

(xxxi) Right to Accept or Reject Applications

The Board of Directors/ Committee of Directors reserves its full, unqualified and

absolute right to accept or reject any application for subscription to the Debentures, in

part or in full, without assigning any reason thereof.



35

DECLARATION

The Issuer declares that all the relevant provisions in the regulations/guidelines issued by SEBI and other

applicable law have been complied with and no statement made in this Information Memorandum is

contrary to the provisions of the regulations/guidelines issued by SEBI and other applicable law, as the

case may be. The Issuer declares that the borrowings under this Information Memorandum will be within

the overall borrowing limits of the borrower as set out under Section 293(1) (d) of the Companies Act,

1956

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 and 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.

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. The information contained in this

Information Memorandum is as applicable to privately placed debt securities and subject to information

available with the Issuer. The extent of disclosures made in the Information Memorandum is materially

consistent with disclosures permitted by regulatory authorities to the issue of securities made by

companies in the past.

Signed for W.S Industries (India) Limited

[�]

Name: T Chandrasekaran

Designation: President – Corporate

Affairs

Date: October 30, 2012

Place: Chennai



36

ANNEXURE 1: SUMMARY TERM SHEET

Issue of non convertible debentures

Indicative, Non Binding Terms and Conditions

The document is issued by W.S. Industries (India) Limited (WSI) and contains indicative terms of a

prospective transaction. It is for discussion purposes only and does not constitute any offer,

recommendation or solicitation to any person to enter into any transaction or adopt any hedging, trading

or investment strategy, nor does it constitute any prediction of likely future movements in rates or prices

or any representation that any such future movements will not exceed those shown in any illustration. The

indicative terms are neither complete nor final and are subject to further discussion and negotiation. The

terms of any transaction entered into will be recorded in a written confirmation or other document.

Term Description

Issuer W.S. Industries (India) Limited

Promoters Mr. V. Srinivasan – Chairman

Mr Murali Venkatraman – Vice Chairman

Mr Narayan Sethuramon – Managing Director & CEO

Instrument Listed, Rupee Denominated, Rated, Secured, Redeemable, Non

Convertible Debentures (Debentures/NCDs)

Aggregate Principal Amount Up to INR 30,00,00,000

Face Value INR 10,00,000 per Debenture

Credit Rating C by ICRA

Issue Price At par, INR 10,00,000 per Debenture

Minimum Application

Amount

One Debenture of a face value of INR 10,00,000

Mode of Placement Private placement

Purpose The proceeds of the Debentures will be utilized towards:

• refinancing of certain existing loans of the Issuer; and

• financing the capital expenditure and long term working capital margin

requirements of the Issuer.

Pay-in Date The date on which the subscription monies in relation to the Debentures

are received by the Issuer in the designated bank account.

Deemed Date of Allotment The date of the resolution of the board of directors (or committee thereof)

of the Issuer for allotting the Debentures.

Final Maturity Date 30 September 2017

Interest The interest on the Debentures will consist of Base Interest and Additional

Interest.

Base Interest The Issuer will pay interest on the Debentures at the rate of 14.00% p.a.



37

Term Description

on the outstanding principal amount of the Debentures which shall be

payable on the first anniversary of the Deemed Date of Allotment and

thereafter on every anniversary of the Deemed Date of Allotment till the

Final Maturity Date, provided that the Majority Debenture Holders may

require the Issuer to pay Base Interest more frequently subject to the

condition that the Issuer shall not be required to pay any Base Interest

within 90 (ninety) days from the immediately preceding Deemed Payment

Date (and for the period before the occurrence of first such Deemed

Payment Date, not earlier than 90 (ninety) days from the Deemed Date of

Allotment), and provided that the maximum Base Interest payable by the

Issuer shall not exceed 14.00% p.a. in any given period of one year.

Redemption Dates The principal amount of the Debentures will be redeemed by the Issuer on

a pari passu basis in the following manner, subject to any modifications,

which may be agreed between the Issuer and the Debenture holders:

• on or before 30 September 2013 – the Issuer shall pay an amount of

INR 6,00,00,000 against the face value of the Debentures;






INR 2,73,00,000 against the face value of the Debentures; and


INR 8,73,00,000 against the face value of the Debentures.

Additional Interest The Additional Interest payable by the Issuer in relation to the Debentures

will be as follows:

• on 31 March 2015 – the Issuer shall pay an amount of INR

2,03,00,000 towards Additional Interest;

• on 31 March 2016 – the Issuer shall pay an amount of INR

5,15,00,000 towards Additional Interest;

• on 31 March 2017 – the Issuer shall pay an amount of

INR1,98,00,000 towards Additional Interest;

• on 30 June 2017 – the Issuer shall pay an amount of INR 3,

59,00,000 towards Additional Interest; and

• on 30 September 2017 – the Issuer shall pay an amount of INR

3,59,00,000 towards Additional Interest.

Deemed Payment Date The date on which any NCD Payment is scheduled to be made by the

Issuer.

NCD Payments The NCD Payments shall include the payment of the Principal

Redemption Amounts and/or Base Interest and/or Additional Interest.

In the event, any of the NCD Payments are not paid on the due date (as



38

Term Description

stated above), the same will be paid within such period and with such

interest rate as may be detailed in the Debenture Trust Deed. Further, in

the event, any of the NCD Payments are made on a date prior to the dates

stated above, the subsequent NCD Payment will be reduced by an amount

through a mechanism which will be more detailed in the Debenture Trust

Deed.

NCD Yield An effective yield computed considering all the gross cash inflows and

outflows and on each of the date

Prepayment Option The Issuer shall not be permitted to redeem any of the Debentures (or any

part thereof) prior to the expiry of 12 (twelve) months from the Deemed

Date of Allotment (No Pre Payment Period). It is, however, hereby

clarified that the above restriction shall not apply to any payments made,

either in whole or part, by the Issuer towards Principal Redemption

Amounts falling due on 30 September 2013 (as stated above).

After the expiry of the No Pre Payment Period, the Issuer shall be entitled

to redeem all the Debentures (but not partly) at its option prior to the Final

Maturity Date provided that:

• if the Issuer redeems all of the Debentures after the expiry of the No

Pre Payment Period, then the Issuer shall pay a prepayment cost to

the Debenture holders of an amount which, together with all

payments made, shall yield an IRR of 30.00% till the date of such

redemption, calculated on the entire Face Value of the Debentures

(First Break Funding Cost); and

• if the Issuer redeems all of the Debentures after the expiry of the No

Pre Payment Period but prior to the expiry of 24 months from the

Deemed Date of Allotment, then in addition to the First Break

Funding Cost, the Issuer shall also pay to the Debenture holders an

amount which shall be equal to 2.00% of the Principal which was

originally scheduled to be paid to the Debenture holders after the

expiry of 24 months from Deemed Date of Allotment (Second

Break Funding Cost).

The First Break Funding Cost and the Second Break Funding Cost are

collectively referred to as “Break Funding Cost”

Debenture Trustee IDBI Trusteeship Services Limited.

Default Interest In the event the Issuer fails to pay any sum payable when due (or during

the grace period, if any, specified or agreed upon in relation to any such

payment), the Issuer shall be liable to pay default interest in relation to

such defaulted amount at the rate of 18.00% p.a.

Security The Debentures shall be secured by way of:



39

Term Description

• First ranking pari passu mortgage on 5.00 acres of the underlying

land of the Chennai unit, to be released on occurrence of such events

as more particularly set out in the Debenture Trust Deed.

• First ranking pari passu mortgage and charge over the entire fixed

assets of the Vizag unit.

• Any other security that may be created for the NCDs, as may be

mutually agreed between the Issuer and the Debenture Trustee, and

shall more particularly be set out in the Debenture Trust Deed.

Trust and retention account arrangement(s) being executed and put in

place to the satisfaction of the Debenture Trustee and other lenders of the

Issuer for the collection of operational and/or certain identified cash flows

of the Issuer, within such time limits as the Debenture holders may agree.

Release of Security The Issuer, the Debenture Trustee and each of the prospective investors

acknowledge that in respect of the Security specified to be released on the

occurrence of certain events (to be set out in the Debenture Trust Deed),

the Debenture Trustee shall release the property under that Security and

shall be authorised to execute, without the need for any further authority

from the Debenture Holders, any release of the such Security, within such

time frame as may be more particularly detailed in the Debenture Trust

Deed.

Finance Documents The Debenture issuance shall be governed by a debenture trust deed

satisfactory to all parties and shall include the usual provisions for a

transaction of this nature. These shall include, but not limited to,

conditions precedent, representations and warranties, covenants, material

adverse change, assignment and transfer, events of default. The debenture

trust deed along with the security documents and other documents as

requested by the Debenture holders are collectively referred to as Finance

Documents.

Business Day A day other than Saturday, Sunday and public holidays on which stock

exchanges and the banks are normally open for business in Mumbai.

Business Day Convention If any payment is to be made on a day which is not a Business Day, such

payment shall be made on the immediately preceding Business Day.

Issue of Debentures The Issuer will issue the Debentures / letters of allotment in

dematerialized form within 2 (two) Business Days from the Deemed Date

of Allotment.

Conditions Precedent Such conditions precedent as may be agreed and set out in the Finance

Documents.

General Undertakings Undertakings by the Issuer and the Promoters as may be agreed and set

out in the Finance Documents.

Financial Covenant Such covenants as may be agreed and set out in the Finance Documents.

Information Covenant Issuer to supply such information which are customary for a transaction of



40

Term Description

this nature within agreed time periods, including but not limited to:

• audited annual financial statements;

• unaudited quarterly financial statements;

• secretarial compliance certificate;

• notification of material litigation/disputes;

• notification of any material default;

• any other information reasonably requested by the Debenture Trustee.

Representations and

Warranties Normal and customary representations and warranties relating to the

Issuer for a transaction of this nature and as specified in the Finance

Documents.

Events of Default Such events as may be agreed and set out in the Finance Documents.

Consequences of Event of

Default

Upon the occurrence of an Event of Default, the outstanding amount in

respect of the Debentures shall automatically and without any further

action, become payable and the Debenture Trustee shall enforce any or all

of the security. Further without prejudice to the other rights of the

Debenture Trustee and Debenture holders upon the occurrence of an

Event of Default, Default Interest shall be due and payable.

Majority Debenture Holders Holders of more than 95.00% of the outstanding Face Value of the

Debentures.

Depositories Applications will be made for the Debentures to be deposited with NSDL

and/or CDSL.

Listing BSE Limited

Issue Opening Date [�]

Issue Closing Date [�]

Expenses All expenses in any way associated with this transaction (including

without limitation, expenses in relation to rating and listing of Debentures,

dematerialization, stamp duty, registration, legal, printing, trustee fees and

listing fees) will be for the account of the Issuer.

Tax All payments by the Issuer to the Debenture holders shall be made free

and clear of and without any deduction, except to the extent that the Issuer

is required by law to make payment subject to any taxes applicable in

respect of the income of the Debenture holders.

Indemnification Normal and customary indemnification provisions for a transaction of this

nature and as may be agreed and set out in the Finance Documents.

Governing Law The Debentures and documentation will be governed by and construed in

accordance with the laws of India and the courts at Chennai shall have

exclusive jurisdiction over matters arising in connection with the

Debentures.

Confidentiality This term sheet and its contents or any correspondence in connection

herewith or any activities contemplated hereby are intended for the

exclusive use of the Issuer and shall not be disclosed by the Issuer to any

person, other than the Issuer’s legal and financial advisors for the

purposes of the proposed transaction.



41

Term Description

Arbitration Any dispute relating to the Debentures shall be resolved by a panel of

arbitrators (Panel), subject to the provisions of the Debenture Trust Deed.

Both parties to the dispute (that is the party instituting the arbitration

proceeding and the Issuer shall appoint 1 (one) arbitrator each to the Panel

and the 2 (two) arbitrators so appointed by the parties shall together

appoint one more arbitrator to the Panel. The arbitration proceedings shall

be carried out in accordance with the provisions laid down by the

Arbitration and Conciliation Act, 1996 and the place of arbitration shall

be Chennai. The arbitration proceedings shall be conducted in the English

language. The parties shall equally share the costs of the arbitrator’s fees,

but shall bear the costs of their own legal counsel engaged for the

purposes of the arbitration. Arbitration awards rendered shall be final,

binding and shall not be subject to any form of appeal.

*The Issuer reserves the sole and absolute right to modify (pre-pone/ postpone) the Issue Opening/

Closing Date(s) and also the Deemed Date of Allotment without giving any reasons or prior notice. In

such a case, investors shall be intimated about the revised time schedule by the Issuer. The Issuer also

reserves the right to keep multiple Deemed Date(s) of Allotment at its sole and absolute discretion

without any notice.



42

ANNEXURE 2: CREDIT RATING LETTER FROM ICRA



43

ANNEXURE 3: CONSENT LETTER FROM DEBENTURE TRUSTEE



44

ANNEXURE 4: APPLICATION FORM

Application No: [�] Date: [�]

[�]

Dear Sirs,

Having read and understood the contents of the Information Memorandum dated [�], we apply for

allotment of Non-Convertible Debentures (NCDs) to us. The amount payable on application as shown

below is remitted herewith. On allotment, please place our name(s) on the Register of Debenture

holder(s). We bind ourselves to the terms and conditions as contained in the Information Memorandum.

(Please read carefully the instructions on the next page before filling this form)

No. in Figures No. in Words No. of Debentures Applied for

Amount (Rs) in figures:

Amount (Rs) in words:

Cheque/ Demand Draft/ RTGS

Details

Date Drawn on Bank

Applicant’s Name & Address in full (please use capital letters)

Pin Code:

Telephone: Fax: Email:

Status: Banking Company ( ) Insurance Company ( ) Others specify

Name of Authorized Signatory Designation Signatures

Details of Bank Account

Bank Name & Branch

Nature of Account

Account No.:

IFSC/NEFT Code

Depository Details

DP Name

DP ID Client ID



45

(*) We understand that in case of allotment of debentures to us/our Beneficiary Account as mentioned

above would be credited to the extent of debentures allotted.

Taxpayers PAN / GIR

No.

IT Circle/Ward/District ( ) Not Allotted

Tax Deduction Status ( ) Fully

Exempt

( ) Tax to be deducted at

Source

( ) Yes ( ) No

We hereby agree that we (i) are knowledgeable and experienced in financial and business matters, have

expertise in assessing credit, market and all other relevant risk and are capable of evaluating, and have

evaluated, independently the merits, risks and suitability of purchasing the Debentures; (ii) understand

that the Issuer has not provided, and will not provide, any material or other information regarding the

Debentures, except as included in the Information Memorandum, (iii) have not requested the Issuer to

provide it with any such material or other information, (iv) have not relied on any investigation that the

Issuer or any person acting on their behalf may have conducted with respect to the Debentures, (v) have

made our own investment decision regarding the Debentures based on our own knowledge (and

information we have or which is publicly available) with respect to the Debentures or the Issuer (vi) have

had access to such information as deemed necessary or appropriate in connection with purchase of the

Debentures, (vii) are not relying upon, and have not relied upon, any statement, representation or

warranty made by any person, including, without limitation, the Issuer, and (viii) understand that, by

purchase or holding of the Debentures, we are assuming and are capable of bearing the risk of loss that

may occur with respect to the Debentures, including the possibility that we may lose all or a substantial

portion of our investment in the Debentures, and we will not look to the Issuer for all or part of any such

loss or losses that we may suffer.

____________________________________________(Tear here)_______________________

ACKNOWLEDGEMENT SLIP Application No: _______ Date: ______

Received From _______________________________________________________________________

INR ___________________________/- By Cheque/ Demand Draft/ RTGS No _____________________

drawn on ______________________________________________ towards application for

_________Debentures. (Cheques/ Demand Drafts are subject to realisation.)

For all further correspondence please contact: Mr. [�]

Tel: [�]

INSTRUCTIONS

1. You must complete application in full in BLOCK LETTERS IN ENGLISH.

2. Your Signatures should be made in English or in any of the Indian languages

3. Application forms duly completed in all respects, together with high value Cheques/ Pay Order/

Demand Drafts must be lodged at the [��] corporate office.

4. Payments through RTGS shall be made as follows:



46

Beneficiary: [�]

Account name: [�]

IFSC Code : [�]

Bank Account No. : [�]

Bank: [�]

Branch: [�]

5. The Cheque(s)/Demand Draft(s) of high value clearing zone should be drawn in favour of [�] and

crossed "A/c payee" only. Cheque(s)/Demand draft(s) may be drawn on any scheduled bank and

payable at [�].

6. Outstation cheques, cash, money orders, postal orders and stock invest will NOT be accepted.

7. As a matter of precaution against possible fraudulent encashment of interest warrants due to

loss/misplacement, you are requested to mention the full particulars of the bank account, as specified

in the application form.

8. Interest warrants will then be made out in favour of the bank for credit to your account. In case the full

particulars are not given, cheques will be issued in the name of the applicant at their own risk.

9. [��] in the “Acknowledgement Slip” appearing below the Application Form will acknowledge receipt

of applications. No separate receipt will be issued.

10. You should mention your Permanent Account Number or the GIR number allotted under Income- Tax

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

has been allotted, the fact of non-allotment should be mentioned in the application form in the space

provided.

11.The application would be accepted as per the terms of the issue outlined in the Information

Memorandum.

ate placement and is only an information bscribe for or otherwise … · 2012-12-13 · tel. no.:...

Documents

Transcript of ate placement and is only an information bscribe for or otherwise … · 2012-12-13 · tel. no.:...