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
Page 11 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
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INFORMATION MEMORANDUM
Private & Confidential (For Private Circulation only)
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
INFORMATION MEMORANDUM
Private & Confidential (For Private Circulation only)
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
INFORMATION MEMORANDUM
Private & Confidential (For Private Circulation only)
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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
Information Memorandum
BSE Bombay Stock Exchange Limited
Business Days Means the term as defined in Annexure 1 (Summary Termsheet) of this
Information Memorandum
CDSL Central Depository Services (India) Limited
Cash Interest Means the term as described in Annexure 1 (Summary Termsheet) of this
Information Memorandum
Credit Rating Agency(ies) ICRA Limited
Crore 1 Crore = 10 million
INFORMATION MEMORANDUM
Private & Confidential (For Private Circulation only)
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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
INFORMATION MEMORANDUM
Private & Confidential (For Private Circulation only)
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Final Maturity Date 30 September, 2017
Finance Documents Means the term as defined in Annxeure 1 (Summary Termsheet) of this
Information Memorandum
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
INFORMATION MEMORANDUM
Private & Confidential (For Private Circulation only)
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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
INFORMATION MEMORANDUM
Private & Confidential (For Private Circulation only)
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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
INFORMATION MEMORANDUM
Private & Confidential (For Private Circulation only)
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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.
INFORMATION MEMORANDUM
Private & Confidential (For Private Circulation only)
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.
INFORMATION MEMORANDUM
Private & Confidential (For Private Circulation only)
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.
INFORMATION MEMORANDUM
Private & Confidential (For Private Circulation only)
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.
INFORMATION MEMORANDUM
Private & Confidential (For Private Circulation only)
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.
INFORMATION MEMORANDUM
Private & Confidential (For Private Circulation only)
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)
INFORMATION MEMORANDUM
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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,
Porur, Chennai 600 116
Narayan Sethuramon Managing Director and Chief
Executive Officer
108 Mount Poonamallee High Road,
Porur, Chennai 600 116
K .Raman Director 108 Mount Poonamallee High Road,
Porur, Chennai 600 116
G. Balasubramannyan Director 108 Mount Poonamallee High Road,
Porur, Chennai 600 116
G.V.Viswanath Director 108 Mount Poonamallee High Road,
Porur, Chennai 600 116
Julian C Schroder Director 108 Mount Poonamallee High Road,
Porur, Chennai 600 116
N.Srinivasan Director 108 Mount Poonamallee High Road,
Porur, Chennai 600 116
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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:
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INFORMATION MEMORANDUM
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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.
INFORMATION MEMORANDUM
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(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
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20
History of the Equity Share Capital of the Issuer
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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
INFORMATION MEMORANDUM
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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:
INFORMATION MEMORANDUM
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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
4A, Venkatesa Agraharam Road,
Mylapore, Chennai 600 004
14,27,659 6.75
5. Murali Consultancy Services P Limited
4A, Venkatesa Agraharam Road,
Mylapore, Chennai 600 004
14,15,531 6.70
6. Galaxy Investments P Limited
4A, Venkatesa Agraharam Road,
Mylapore, Chennai 600 004
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
INFORMATION MEMORANDUM
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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
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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
INFORMATION MEMORANDUM
Private & Confidential (For Private Circulation only)
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.
INFORMATION MEMORANDUM
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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
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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".
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(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;
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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
INFORMATION MEMORANDUM
Private & Confidential (For Private Circulation only)
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
INFORMATION MEMORANDUM
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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
INFORMATION MEMORANDUM
Private & Confidential (For Private Circulation only)
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.
INFORMATION MEMORANDUM
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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.
INFORMATION MEMORANDUM
Private & Confidential (For Private Circulation only)
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
INFORMATION MEMORANDUM
Private & Confidential (For Private Circulation only)
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.
INFORMATION MEMORANDUM
Private & Confidential (For Private Circulation only)
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;
• on or before 30 September 2014 – the Issuer shall pay an amount of
INR 8,45,00,000 against the face value of the Debentures;
• on or before 30 September 2015 – the Issuer shall pay an amount of
INR 4,09,00,000 against the face value of the Debentures;
• on or before 30 September 2016 – the Issuer shall pay an amount of
INR 2,73,00,000 against the face value of the Debentures; and
• on or before 30 September 2017 – the Issuer shall pay an amount of
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
INFORMATION MEMORANDUM
Private & Confidential (For Private Circulation only)
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:
INFORMATION MEMORANDUM
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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
INFORMATION MEMORANDUM
Private & Confidential (For Private Circulation only)
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.
INFORMATION MEMORANDUM
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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.
INFORMATION MEMORANDUM
Private & Confidential (For Private Circulation only)
42
ANNEXURE 2: CREDIT RATING LETTER FROM ICRA
INFORMATION MEMORANDUM
Private & Confidential (For Private Circulation only)
43
ANNEXURE 3: CONSENT LETTER FROM DEBENTURE TRUSTEE
INFORMATION MEMORANDUM
Private & Confidential (For Private Circulation only)
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
INFORMATION MEMORANDUM
Private & Confidential (For Private Circulation only)
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:
INFORMATION MEMORANDUM
Private & Confidential (For Private Circulation only)
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.
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